Sailfish and Wexford Provide Early Warning Disclosure Following Completion of Arrangement between Sailfish and Terraco TORTOLA, British Virgin Islands ,
Sailfish and Wexford Provide Early Warning
Disclosure Following Completion of
Arrangement between Sailfish and Terraco
TORTOLA,
British Virgin Islands
,
Aug. 19, 2019
/CNW/ - Sailfish Royalty Corp. (TSX-V: FISH) (the
"Company" or "Sailfish") and Wexford Spectrum Trading Limited ("WST") and Wexford Catalyst
Trading Limited (together with WST, the "Wexford Funds"), two private investment funds managed
by Wexford Capital LP ("Wexford"), are providing the following disclosure under the early warning
requirements of Canadian securities laws.
Sailfish previously announced on
August 19, 2019
that it acquired 100% of the issued and
outstanding shares of Terraco Gold Corp. ("Terraco"), being 186,676,221 common shares (the
"Terraco Shares"), by way of a court-approved plan of arrangement under the Business
Corporations Act (
British Columbia
) (the "Arrangement") pursuant to an Arrangement Agreement
dated
June 19
, 2019. Pursuant to the Arrangement, each shareholder of Terraco received 0.12 of a
common share of Sailfish (each whole share, a "Sailfish Share") for each Terraco Share held.
Prior to the completion of the Arrangement, Sailfish did not own or control any Terraco Shares and
the Wexford Funds owned and controlled 36,286,021 Terraco Shares, being approximately 19.4%
of the issued and outstanding Shares prior to the completion of the Arrangement. Immediately after
the completion of the Arrangement, Sailfish owns 186,676,221 Terraco Shares, representing 100%
of the issued and outstanding Shares.
Under applicable securities legislation, Wexford and the Wexford Funds are deemed to be acting
jointly or in concert with Sailfish by virtue of the Wexford Funds holding a majority of the outstanding
Sailfish Shares, as set forth below.
The purpose of the Arrangement was to enable Sailfish to acquire all of the issued and outstanding
Terraco Shares. As a result of the completion of the Arrangement, it is currently anticipated that the
shares of Terraco will be delisted from the TSX Venture Exchange at close of business on
Tuesday,
August 20, 2019
and that Terraco will file to cease to be a reporting issuer.
Early Warning Disclosure for Sailfish Shares
Immediately prior to the completion of the Arrangement, the Wexford Funds owned an aggregate of
29,193,076 Sailfish Shares, being approximately 77.2% of the issued and outstanding Sailfish
Shares. On closing of the Arrangement, the 36,289,021 Terraco Shares held by the Wexford Funds
were exchanged for 4,354,321 Sailfish Shares, such that the Wexford Funds owned an aggregate of
33,547,397 Sailfish Shares immediately following completion of the Arrangement. As a result of the
aggregate number of Terraco Shares exchanged for Sailfish Shares under the Arrangement, the
percentage of Sailfish Shares held by the Wexford Funds decreased from 77.2% to approximately
55.7%, being a decrease of approximately 21.5%, based on 60,215,705 Sailfish Shares issued and
outstanding.
The Sailfish Shares were acquired for investment purposes. The Wexford Funds may from time to
time acquire additional securities, dispose of some or all of the existing or additional securities, or
continue to hold the securities of Sailfish.
Concurrently with the closing of the Arrangement, the Wexford Funds made a loan to Sailfish in the
amount of
US$12,031,055
(the "Loan"), the proceeds of which were used by Sailfish on behalf of
TGC Holdings Ltd. ("TGC"), a wholly-owned subsidiary of Terraco (and, following completion of the
Arrangement, Sailfish), to repay and discharge the convertible debenture dated
May 16, 2016
issued by TGC to Solidus Resources, LLC. The Loan is unsecured, has a three year term and
bears interest at a rate of 8% per annum, accruing daily and payable on maturity or prepayment,
and may be prepaid at any time by Sailfish.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators,
which also requires an early warning report to be filed with the applicable securities regulators
containing additional information with respect to the foregoing matters. A copy of the early warning
report filed by Sailfish in connection with completion of the Arrangement is available under Terraco's
profile on SEDAR (
www.sedar.com
) and copy of the early warning report filed by the Wexford
Funds in connection with completion of the Arrangement is available under the Company's profile on
SEDAR (
www.sedar.com
).
The head office of Terraco is located at 2390 – 1055 West Hastings Street,
Vancouver, BC
V6E
2E9. The head office of Sailfish is located at Sea Meadow House, P.O. Box 116 Road Town,
Tortola,
British Virgin Islands
, VG1110. The address of Wexford Catalyst Trading Limited and
Wexford Spectrum Trading Limited is c/o Maples & Calder, Ugland House, South Church Street,
George Town, Grand Cayman
, Cayman Islands.
About Sailfish
Sailfish is a precious metals royalty and streaming company. Within Sailfish's portfolio are two
cornerstone assets on advanced stage projects in the Americas: a gold stream equivalent to a 3%
NSR on the San Albino gold project (~3.5 km2) and a 2% NSR on the rest of the area (~134.5 km2)
surrounding San Albino in northern
Nicaragua
; and an up to 3.5% NSR on the Tocantinzinho gold
project in the prolific Tapajos district of northern
Brazil
. The acquisition of Terraco Gold Corp. adds a
potential cornerstone asset: an up to 3% NSR on the multi-million ounce
Spring Valley
gold project in
Pershing County, Nevada
.
Sailfish intends to aggressively grow its portfolio and become a yield focused company by paying
dividends to its shareholders.
Sailfish is listed on the TSX Venture Exchange under the symbol "FISH" and on the OTCQX under
the symbol "SROYF". Please visit the Company's website at
www.sailfishroyalty.com
for additional
information.
For further information:
Akiba Leisman
, CEO, tel. 203-862-7059 or
Cesar Gonzalez
, Director and
Vice President of Corporate Development, tel. 203-862-7009.
About Wexford Capital LP
Wexford Capital LP is an SEC registered investment advisor based in
West Palm Beach, Florida
and
Greenwich, Connecticut
, with approximately
US$3 Billion
of assets under management. Wexford has
particular expertise in the energy/natural resources sector with actively managed investments in
mining, oil and gas exploration and production, energy services, coal and related sectors.
For further information about Wexford or to obtain a copy of the early warning report filed under
applicable Canadian securities laws in connection with the matters referred to in this news release,
please contact:
Wexford Capital LP
411 West Putnam Ave.
Greenwich, CT
06830
USA
Telephone: (203) 862-7000
Contact:
Arthur Amron
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE
Sailfish Royalty Corp.
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CO: Sailfish Royalty Corp.
CNW 17:20e 19-AUG-19