FISH.V · 2021-10-07 12:00:00

Sailfish Announces Binding Letter of Intent to Spinout the Gavilanes Silver Project Combined with Wexford's Commonwealth Silver-Gold Project into a Separate Public Company to be Named "Swordfish Silver" /

Mergers & Acquisitions

Sailfish Announces Binding Letter of Intent to

Spinout the Gavilanes Silver Project Combined

with Wexford's Commonwealth Silver-Gold

Project into a Separate Public Company to be

Named "Swordfish Silver"

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,

DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN

OR INTO

THE UNITED STATES

TORTOLA,

British Virgin Islands

Oct. 7, 2021

/CNW/ - Sailfish Royalty Corp. (TSXV: FISH)

(OTCQX: SROYF) (the "

Company

" or "

Sailfish

") is pleased to announce that it has entered into a

binding letter of intent (the "

LOI

") with

1287398 B

.C. Ltd. ("

Pubco

" or "

Swordfish Silver

") to

complete a transaction with Pubco (the "

Proposed

Transaction

") with the goal of creating a silver

focused exploration and development company. The Proposed Transaction is expected to result in

the transfer of the Company's wholly owned

Gavilanes

silver property located in

Durango, Mexico

(the "

Gavilanes Silver Project

") to Pubco in exchange for shares of Pubco (the "

Gavilanes

Acquisition

"). Pubco has also signed a binding letter of intent with certain funds managed by

Wexford Capital LP to acquire the Commonwealth silver and gold property in

Cochise County,

Arizona

(the

"Commonwealth Silver-Gold Project"

). Closing of the Gavilanes Acquisition is subject

to, among other things, Pubco acquiring the Commonwealth Silver-Gold Project in exchange for

shares of Pubco, a concurrent private placement financing for proceeds of

US$5,000,000

(the

Private Placement

"), and receipt of conditional acceptance from the TSX Venture Exchange (the

TSXV

") to have Pubco's common shares listed on the TSXV.

Swordfish Silver Highlights:

Swordfish Silver is expected to have combined resources of over 15 million ounces ("

") of

silver-equivalent ("

AgEq

") in the Measured and Indicated category and over 33 million oz AgEq

in the Inferred category.

Swordfish Silver is expected to be attractively valued with an enterprise value per silver-

equivalent ounce ("

EV/oz AgEq

") below other publicly traded silver focused exploration and

development companies that currently trade at

US$0.96

EV/oz AgEq.

The Commonwealth Silver-Gold Project has significant near-term exploration potential and the

project is largely located on patented claims. The majority of the use of proceeds from the

concurrent Private Placement are earmarked for drilling at the Commonwealth Silver-Gold

Project, with the goal of expanding the mineral resources over the next 18 months. Preliminary

exploration activities have commenced at the Gavilanes Silver Project in anticipation of an

eventual drill exploration program once permits are granted.

Cesar Gonzalez

, Chief Executive Officer of Sailfish states that, "the Proposed Transaction is an

important milestone in unlocking value for Sailfish shareholders. The Gavilanes Silver Project now

ranks among the highest-grade silver exploration projects in

Mexico

and should be held within a

vehicle that can dedicate the exploration funds that the project deserves. Pairing

Gavilanes

with the

Commonwealth Silver-Gold Project is expected to further enhance value for Sailfish shareholders by

providing the scale and diversification required of a standalone publicly traded company. And most

importantly, both projects have seen limited drilling and offer significant exploration upside."

General Information About Commonwealth,

Gavilanes

and Pubco

The Commonwealth Silver-Gold Project is a low sulphidation epithermal precious metals project

located in

Cochise County, Arizona

. It hosts the past-producing Commonwealth mine on patented

claims and an updated mineral resource estimate containing 12.6 million oz of silver and 131,000 oz

of gold in the Measured and Indicated categories plus another 7.1 million oz of silver and 100,000 oz

of gold in the Inferred category (see Exhibit 1). Importantly, the entire resource is focused on drilling

carried out at Pearce Hill as comprehensive drilling has yet to be completed at the Blue Jeep, Six

Mile and

San Ignacio

targets – all within five kilometers ("

") of Pearce Hill. Pubco plans to

conduct a CSAMT Survey to look for buried epithermal targets under the colluvial cover between the

silica cap outcrops. Wexford Spectrum Fund, L.P., Wexford Catalyst Fund, L.P., Spectrum

Intermediate Fund Limited and Catalyst Intermediate Fund Limited (collectively, "

Wexford

indirectly own the project through a Canadian subsidiary, Marlin Gold Mining

USA

Ltd. ("

Marlin

").

The Gavilanes Silver Project is located in the prolific

San Dimas

mining district in Durango State,

Mexico

approximately 23 km northeast from First Majestic Silver Corp.'s producing

San Dimas

mine.

Sailfish completed a technical report on the project in

May 2021

(see press release dated

May 18,

2021

) which highlighted an Inferred mineral resource estimate of 22.4 million oz AgEg at a grade of

245.6 g/t AgEq with more than 84% of the mineral resource estimate attributable to silver (see

Exhibit 2).

The mineral resource is all within 330 meters ("

") of surface and remains open along

strike and at depth with several nearby new veins mapped at surface that have yet to be drilled.

Sailfish indirectly owns the project through a wholly owned Canadian subsidiary called Swordfish

Silver Corp. ("

Swordfish

").

Pubco is a company incorporated under the laws of

British Columbia

and is a reporting issuer in

British Columbia

and Alberta. It does not currently have an active business. It is owned by a group

comprised of Medalist Capital Ltd. Delbrook Capital Inc. and certain directors and officers of

Sailfish. As certain shareholders of Pubco are related parties of Sailfish, the Proposed Transaction

will be a "related party transaction" for Sailfish under Multilateral Instrument 61-101 –

Protection of

Minority Security Holders in Special Transactions

; however, Sailfish expects to be exempt from the

formal valuation and shareholder approval requirements of that instrument.

Qualified Person

Qualified Person Steve Ristorcelli, C.P.G., is an independent Qualified Person under NI 43-101 and

is responsible for the Commonwealth Report.

Matthew D. Gray

, Ph.D., C.P.G, is an independent

Qualified Person under NI 43-101 and is jointly responsible with

Steve Ristorcelli

for the

Commonwealth Report. In addition,

Alain Kabemba

, Senior Associate, Metallurgy, at Watts, Griffis

and McOuat Limited ("

WGM

"), reviewed all available metallurgical data and conducted an

independent analysis. Dr. Gray is the President of Resource Geosciences Incorporated ("

RGI

") and

Mr. Ristorcelli is a Principal Geologist at Mine Development Associates ("

MDA

"), a division of

RESPEC, located in

Reno, Nevada

. Both Dr. Gray and Mr. Ristorcelli are the Qualified Persons, as

defined in NI 43-101, that have reviewed and approved the scientific and technical information

contained in this press release relating to the Commonwealth Silver-Gold Project.

Qualified Person Derick Unger, C.P.G., is an independent Qualified Person under NI 43-101 and is

responsible for the Gavilanes Report.

Matthew D. Gray

, Ph.D., C.P.G, is an independent Qualified

Person under NI 43-101 and is jointly responsible with

Derick Unger

for the Gavilanes Report. Mr.

Unger is a Project Geologist at MDA. Dr. Gray and Mr. Unger are the Qualified Persons, as defined

in NI 43-101, that has reviewed and approved the scientific and technical information contained in

this press release relating to the Gavilanes Silver Project.

Exhibit 1: Mineral Resources for Commonwealth Silver-Gold Project (

Arizona

)

Category

Cutoff

Grade

(AgEq g/t)

Tonnes

Silver

Grade

(g/t)

Gold

Grade

(g/t)

Copper

Grade

(%)

Lead

Grade

(%)

Zinc

Grade

(%)

Average

Grade

(AgEq g/t)

Contained

AgEq

(oz)

Inferred

100

2,833,000

207.3

0.15

0.12%

0.61%

0.43%

245.6

22,368,000

The Proposed Transaction

Under the terms of the LOI, it is anticipated that, pursuant to a plan of arrangement: (i) all of the

securities of Swordfish (which holds the Gavilanes Silver Project) will be exchanged for 4,607,143

common shares of Pubco, and such shares will be distributed to shareholders of Sailfish pro-rata;

and (ii) all securities of Marlin (which holds the Commonwealth Silver-Gold Project) will be

exchanged for 13,821,429 common shares of Pubco. In addition, the Private Placement will be

completed concurrently with the completion of the Proposed Transaction. It is expected that a total

of approximately 50,000 preferred shares and 3,100,000 common shares of Pubco will continue to

be held by the existing shareholders of Pubco upon completion of the Proposed Transaction,

assuming the exercise in full of all currently outstanding Pubco options. In addition to any resale

restrictions under TSXV policies and applicable law, it is anticipated that Pubco's existing

shareholders will be subject to escrow such that no release of their shares will occur for a period of

18 months from the date of the TSXV bulletin in respect of listing of Pubco and such shares will

subsequently be released from escrow in four equal releases every six months starting on the date

that is 18 months from the date of the TSXV bulletin.

Subject to satisfactory due diligence, within 30 days of the date of the LOI, Pubco, Sailfish and

funds managed by Wexford intend to enter into a definitive agreement in respect of the Proposed

Transaction.

It is a condition to closing of the Proposed Transaction that Pubco has received conditional

acceptance from the TSXV to have its common shares listed on the TSXV as a Tier 1 Mining Issuer

by way of a direct listing. The plan of arrangement is subject to court approval. Upon completion of

the Proposed Transaction, Pubco intends to change its name to "Swordfish Silver Corp.", or such

other name as is acceptable to the parties.

Private Placement

Pubco will endeavor to complete a majority arm's length private placement of

US$5,000,000

(or

such other amount as is necessary to satisfy TSXV listing requirements). It is anticipated that net

proceeds from the private placement will be used for a CSAMT geophysical survey followed by a

phase one

10,000 m

diamond drill campaign at the Commonwealth Silver-Gold Project. Ground

mapping and permitting will commence at the Gavilanes Silver Project with a goal to eventually start

3,000 m

diamond drill campaign at a future date.

Board of Directors

Upon consummation of the Proposed Transaction, the board of directors of Pubco shall consist of

five directors, consisting of

Akiba Leisman

Paolo Lostritto

Maxwell Pluss

Kiran Patankar

, and

Petra Decher

Further Information

Sailfish and Pubco will provide further details in respect of the Proposed Transaction in due course

by way of press release, which will include all information, including financial, as required by

applicable regulatory authorities.

All information contained in this press release with respect to Sailfish and Pubco was supplied by the

parties respectively, for inclusion herein, without independent review by the other party, and each

party and its directors and officers have relied on the other party for any information concerning the

other party.

About Sailfish

Sailfish is a precious metals royalty and streaming company. Within Sailfish's portfolio are two main

assets in the Americas: a gold stream equivalent to a 3% NSR on the San Albino gold mine (~3.5

sq. km) and a 2% NSR on the rest of the area (~134.5 sq. km) surrounding San Albino in northern

Nicaragua

; and an up to 3% NSR on the multi-million ounce

Spring Valley

gold project in

Pershing

County, Nevada

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.

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.

Notes Regarding the U.S. Securities Act:

This press release is not an offer of the securities for sale in

the United States

. The securities may

not be offered or sold in

the United States

absent registration or an available exemption from the

registration requirements of the U.S. Securities Act of 1933, as amended (the "

U.S. Securities

Act

") and applicable U.S. state securities laws. Pubco will not make any public offering of the

securities in

the United States

. The securities have not been and will not be registered under the

U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall

there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale

would be unlawful.

Cautionary Notes Regarding the Proposed Transaction:

Completion of the Proposed Transaction is subject to a number of conditions including, but not

limited to, entering into a definitive agreement, Pubco's acquisition of the Commonwealth Silver-

Gold Project , completion of the Private Placement, closing conditions customary to transactions of

the nature of the Proposed Transaction, approvals of all regulatory bodies having jurisdiction in

connection with the Proposed Transaction, TSXV acceptance of the disposition of the Gavilanes

Silver Project by Sailfish and of listing of Pubco, court approval of the plan of arrangement and, if

applicable, shareholder approval.

Investors are cautioned that, except as disclosed in listing statement to be prepared in connection

with the proposed listing of Pubco, any information released or received with respect to the

proposed transaction may not be accurate or complete and should not be relied upon. The

Exchange has in no way passed upon the merits of the Proposed Transaction and has neither

approved nor disapproved the contents of this press release.

Cautionary Notes Regarding Forward-Looking Statements:

This release includes certain statements and information that may constitute forward-looking

information within the meaning of applicable Canadian securities laws. All statements in this news

release, other than statements of historical facts, are forward looking statements, including

statements regarding the steps contemplated by the LOI, the completion of the private placement,

and the listing of Pubco on the TSXV. Forward-looking statements are based on certain material

assumptions and analysis made by the Company and the opinions and estimates of management

as of the date of this press release, including that the transactions contemplated by the LOI will be

completed, that the Proposed Transaction (including the private placement) will ultimately close,

and that the shares of Pubco will be listed on the TSXV. These forward-looking statements are

subject to known and unknown risks, uncertainties and other factors that may cause the actual

results, level of activity, performance or achievements of the Company to be materially different

from those expressed or implied by such forward-looking statements or forward-looking

information. Important factors that may cause actual results to vary, include, without limitation,

capital market conditions for the Private Placement, receipt of TSXV and other regulatory approval

for completion of the Proposed Transaction, satisfactory due diligence completed by the parties

and satisfaction of other conditions for completion of the Proposed Transaction. Although

management of the Company has attempted to identify important factors that could cause actual

results to differ materially from those contained in forward-looking statements or forward-looking

information, there may be other factors that cause results not to be as anticipated, estimated or

intended. There can be no assurance that such statements will prove to be accurate, as actual

results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward-looking statements and forward-

looking information. Readers are cautioned that reliance on such information may not be

appropriate for other purposes. The Company does not undertake to update any forward-looking

statement, forward-looking information or financial out-look that are incorporated by reference

herein, except in accordance with applicable securities laws.

__________________________________________

See Exhibits 1 and 2 below for more details on the mineral resource estimates for the Commonwealth Silver-Gold Project and Gavilanes Silver Project. The Commonwealth Silver-

Gold Project mineral resource estimate has been converted to AgEq using 50% recoveries for silver and a 70:1 Ag:Au ratio. More details on the Commonwealth Silver-Gold Project

can be found in the technical report filed titled "CSA NI 43-101 Technical Report and Estimate of Mineral Resources, Commonwealth Project, Cochise County, Arizona" (the

Commonwealth Report

"), which will be filed under Pubco's profile on SEDAR. Details regarding the Gavilanes Silver Project's silver-equivalent formula used to calculate the

AgEq mineral resource estimate can be found in the technical report titled "CSA NI 43-101 Technical Report and Estimate of Mineral Resources, Gavilanes Silver Project, San Dimas

Municipality, Durango, Mexico" dated May 14, 2021 with an effective date of April 1, 2021 (the "

Gavilanes Report

"), which is filed under Sailfish's profile on SEDAR.

See Cormark Securities Inc. silver comparable valuations dated September 1

, 2021.

See Exhibit 2 in this press release. Details regarding the silver-equivalent formula used to calculate the AgEq mineral resource estimate can be found in the Gavilanes Report filed

under Sailfish's profile on SEDAR.

More details on the Commonwealth Silver-Gold Project can be found in the Commonwealth Report filed under Pubco's profile on SEDAR.

More details on the Gavilanes Silver Project can be found in the Gavilanes Report filed under Sailfish's profile on SEDAR.

SOURCE

Sailfish Royalty Corp.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/October2021/07/c2143.html

%SEDAR: 00044073E

For further information:

For further information: Cesar Gonzalez, CEO, tel. 203-862-7009 or Akiba

Leisman, Executive Chairman of the Board, tel. 203-862-7059.

CO: Sailfish Royalty Corp.

CNW 08:00e 07-OCT-21

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