Sailfish Announces Normal Course Issuer Bid and Closes the Conversion of Gavilanes into a 2% NSR
Sailfish Announces Normal Course Issuer Bid
and Closes the Conversion of Gavilanes into a
2% NSR
Tortola, British Virgin Islands--(Newsfile Corp. - August 11, 2025) - Sailfish Royalty Corp. (TSXV: FISH)
(OTCQX: SROYF) (the "
Company
" or "
Sailfish
") announced today that the TSX Venture Exchange (the
"
Exchange
") has accepted a notice filed by the Company of its intention to make a Normal Course
Issuer Bid (the "
Bid
") to be transacted through the facilities of the Exchange.
The notice provides that the Company may, during the 12-month period commencing August 12, 2025
and ending August 11, 2026, purchase up to 3,767,749 common shares of the Company ("
Shares
") in
total, being approximately 5% of the total number of Shares outstanding as at July 16, 2025
.
The price which the Company will pay for any such Shares will be the prevailing market price at the time
of acquisition.
The actual number of Shares which may be purchased pursuant to the Bid and the timing
of any such purchases will be determined by management of the Company. Purchases under the Bid will
be made from time to time by Ventum Financial Corp. on behalf of the Company.
All purchases of Shares will be made on the open market through the facilities of the Exchange and will
be purchased for cancellation. The funding for any purchase pursuant to the Bid will be financed out of
the working capital of the Company.
The Company's prior Normal Course Issuer Bid through the facilities of the Exchange commenced on
July 22, 2024 and completed on July 21, 2025 (the "
Prior Bid
"). Under the Prior Bid, the Company has
purchased 1,400,200 common shares of the Company for a volume-weighted average price of
approximately $1.4759 per share. The common shares purchased under the Prior Bid were then
cancelled and made available for reissue as authorized unissued common shares of the Company.
The Board of Directors of the Company believes that the recent market prices of the Company's
common shares do not properly reflect the underlying value of such shares. As a result, depending upon
future price movements and other factors, the Board believes that the purchase of the Shares would be
an appropriate use of corporate funds and in the best interests of the Company and its shareholders.
Furthermore, the purchases are expected to benefit all persons who continue to hold Shares by
increasing their equity interest in the Company if the repurchased Shares are cancelled.
A copy of the Company's notice filed with the Exchange may be obtained, by any shareholder without
charge, by contacting the Company's Chief Executive Officer, Paolo Lostritto.
Gavilanes Silver Project
Pursuant to the Company's news release dated December 17, 2024, the Company is pleased to
announce the closing of the transaction contemplated by the share purchase agreement (the
"
Agreement
") with Advance Metals Limited ("
AML
") pursuant to which the Company has agreed to sell
to AML (the "
Transaction
") all of the issued and outstanding shares (the "
Purchased Shares
") of
Swordfish Silver Corp. ("
Swordfish
"). Swordfish, through Sailfish de Mexico S.A. de C.V., holds the
mineral rights in and to the silver exploration project located in the Municipality of San Dimas, State of
Durango, Mexico, known as the Gavilanes property (the "
Property
").
Pursuant to the terms of the Agreement, the Company has received the following consideration for the
acquisition of the Purchased Shares by AML:
1
.
a cash payment to the Company in the amount of US$50,000;
2
.
16,800,000 fully paid ordinary shares in the capital of AML (each, an "
AML Share
");
3
.
33,600,000 performance rights (the "
Performance Rights
"), with such Performance Rights
entitling the Company to the issuance of AML Shares upon satisfaction of the following milestones;
a
.
16,800,000 Performance Rights shall automatically convert, without payment of additional
consideration, into 16,800,000 AML Shares upon AML achieving a 30 million oz resource at
300g/t silver equivalent or greater from the Property on or before the date that is five years
following the Closing Date (the "
Milestone Deadline
"); and
b
.
16,800,000 Performance Rights shall automatically convert, without payment of additional
consideration, into 16,800,000 AML Shares upon AML achieving a 60 million oz resource at
300g/t silver equivalent or greater from the Property on or before the Milestone Deadline;
and
4
.
a 2.0% net smelter return royalty in respect of all mineral production from the area within the
boundaries of the Property.
In the event that AML has not achieved the milestone applicable to any Performance Rights which
remain outstanding as at the Milestone Deadline, such Performance Rights will lapse and the Company
will not be entitled to the issuance of any AML Shares in respect of such Performance Rights.
In addition to the consideration outlined above, pursuant to the terms of the Agreement, on and from the
Closing Date until the date which five years thereafter (the "
Minimum Expenditure Period
"), AML has
agreed to incur a minimum of US$2,000,0000 in exploration expenditures on the Property (the
"
Minimum Expenditure Commitment
") and, in the event that: (i) the Minimum Expenditure
Commitment is not satisfied during the Minimum Expenditure Period; and (ii) no Performance Rights
have vested as at such time, AML shall make an immediate cash payment of US$500,000 to the
Company.
OTCQB Listing
In an effort to lower corporate costs, the Company will move from the OTCQX market to the OTCBQ
market effective August 28, 2025.
About Sailfish
Sailfish is a precious metals royalty and streaming company. Within Sailfish's portfolio are three 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 fully permitted multi-million ounce Spring Valley gold mine
project in Pershing County, Nevada; and a 2% NSR on the Gavilanes Silver Project located in Durango
State, Mexico.
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:
Paolo Lostritto, CEO, tel. 416-602-2645 or Akiba Leisman, Executive
Chairman of the Board, tel. 917-558-5289.
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.
Cautionary & Forward-Looking Statements
Cautionary Note 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,
including statements regarding future estimates, plans, objectives, timing, assumptions or
expectations of future performance, including the statement that the Company will complete the
purchases of the Shares pursuant to the Bid,that the purchases made pursuant to the Bid are
expected to benefit all persons who continue to hold Shares by increasing their equity interest in the
Company if the repurchased Shares are cancelled, and the anticipated receipt by the Company of
AML Shares on conversion of Performance Rights following the achievement by AML of the required
milestones, are forward-looking statements and contain forward-looking information. Generally,
forward-looking statements and information can be identified by the use of forward-looking
terminology such as "intends" or "anticipates", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should", "would" or "occur". 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, the Company will be able
to complete the purchases of the Shares pursuant to the Bid, that the purchases made pursuant to the
Bid will benefit all persons who continue to hold Shares by increasing their equity interest in the
Company if the repurchased Shares are cancelled and that AML will achieve the milestones causing
conversion of the Performance Rights on or before the Milestone Deadline. 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, that the
Company will not be able to complete the purchases of the Shares pursuant to the Bid, that the
purchases made pursuant to the Bid will not benefit all persons who continue to hold Shares and that
AML will be unable to achieve the milestones necessary to cause conversion of the Performance
Rights prior to the Milestone Deadline. 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/261942