This new entity will hold Marlin's producing La Trinidad gold mine in Mexico, and Golden Reign's San Albino gold project in northern Nicaragua.
Golden Reign will acquire Marlin in exchange for 0.616 of a Golden Reign share for each Marlin share held.
Following the transaction, which was first floated publicly in May, Golden Reign will have 55% stake in the combined entity, which will be named Mako Mining, and 45% in Marlin Gold.
As a condition to closing the deal, Marlin royalty spinout Sailfish Royalty Corp (TSXV:FISH) has agreed to restructure its existing gold stream on the San Albino asset.
"By amending the current gold purchase agreement with Sailfish, Golden Reign will benefit from building a fully permitted, unencumbered asset with security and provisions commensurate with a standard, third party NSR agreement," Golden Reign CEO Kevin Bullock said.
Upon closing, Mako's senior management will consist of Bullock as CEO, Jesse Muñoz as COO and Scott Kelly as interim CFO.
Termination fees of C$1 million (US$770,000) will be paid to Marlin or Golden Reign in case the transaction is not completed.
Pending shareholder approval, the deal is expected to close in October.