Sailfish Royalty has completed restructuring of its gold stream on the San Albino gold project in in Nicaragua as per a master agreement with Golden Reign Resources, Marlin Gold Mining, Oro Gold de Mexico, Nicoz Resource and Gold Belt.


Image: Pouring Liquid Gold. Photo: courtesy of Dan Brown.

Completion of the Stream Restructuring was conditional upon closing of the business combination transaction of Marlin and Golden Reign pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), along with approval of the TSX Venture Exchange (“TSX-V”) and the previously announced approval of disinterested shareholders of the Company.

As of today, each of these closing conditions have been satisfied.

Pursuant to the Master Agreement, the Company, Marlin, Golden Reign, Nicoz and Gold Belt entered into the previously announced Amended and Restated Gold Purchase Agreement on mutually agreeable terms, to restructure the existing gold stream on San Albino, which provides a gold stream that is equivalent to a 3% net smelter returns royalty with respect to a certain area of interest on the San Albino concession (the “AOI”).

The Company, Golden Reign, Nicoz and Gold Belt also entered into a new royalty agreement with respect to a 2% net smelter returns royalty on production from the San Albino concession (exclusive of the AOI) and the El Jicaro concession.

In addition, the Company has entered into or will enter into certain assignment, option and royalty agreements as partial consideration to be paid to the Company in consideration for entering into the Amended and Restated Gold Purchase Agreement.

Pursuant to such agreements, Marlin will: (i) assign to the Company its 1% net smelter return royalty on the Parral 2 claims on the La Cigara project and its 1.5% net smelter return royalty on the majority of the concessions at at the El Compas project; and (ii) grant an option to the Company to purchase its Gavilanes property in Mexico to a designee of the Company.

The parties to the Master Agreement also agreed upon the following terms:

  • Marlin and Oro Gold will make cash payments to the Company in respect of any amounts recovered by Oro Gold in certain lawsuits Oro Gold has filed against the Mexican tax authority for the purpose of obtaining previously denied Mexican value added tax refunds for an aggregate of 37,379,097 Mexican pesos (28,900,301 Mexican pesos (US$1,417,376) of which have already been received by Oro Gold), before certain interest and inflation adjustments and applicable legal fees;
  • the Company has extinguished Golden Reign’s prepayment liability of approximately US$1.1 million associated with the existing gold stream on San Albino; and
  • the Company’s existing funding obligation of approximately US$13.9 million has been eliminated.

Source: Company Press Release