Sailfish Announces the Acquisition of a Five- Year Gold Stream and Subsequent 2% NSR on the Permitted Mt. Hamilton Gold-Silver Project in Nevada
Sailfish Announces the Acquisition of a Five-
Year Gold Stream and Subsequent 2% NSR on
the Permitted Mt. Hamilton Gold-Silver Project
in Nevada
Tortola, British Virgin Islands--(Newsfile Corp. - September 30, 2025) - Sailfish Royalty Corp. (TSXV:
FISH) (OTCQB: SROYF) (the "
Company
" or "
Sailfish
") is pleased to announce that it has entered into
a binding term sheet with Mako Mining Corp. (
"Mako"
) dated September 29, 2025, to acquire a five-
year gold stream and a subsequent 2% NSR royalty (the
"Mako Agreement"
) on the permitted Mt.
Hamilton Gold-Silver Project located in White Pine County, Nevada, USA (the
"Property"
). The above
transaction is facilitated by the Company acquiring Mt. Hamilton LLC, which owns the Property (the
"Acquisition"
), from a third party pursuant to a purchase agreement dated September 27, 2025 (the
"
Purchase Agreement
"), and subsequently transferring the Mt. Hamilton LLC to Mako in exchange for
the stream and 2% NSR defined below (the
"Disposition"
). To fund the transaction, Sailfish has
entered into a commitment letter with Wexford Capital LP (the
"Commitment Letter"
) for a senior
secured bridge term facility in the aggregate amount of up to US$40 million (the
"Wexford Loan"
).
Mount Hamilton Open Pit Heap Leach Gold-Silver Project
The Property has all major state and federal permits to begin construction for an open pit, heap leach
gold-silver project, and has a current mineral resource estimate.
For further information, please refer to
Mako's news release issued on September 29, 2025, which is available on its SEDAR+ profile at
www.sedarplus.ca
or on Mako's website at
www.makominingcorp.com
.
Paolo Lostritto, CEO stated, "The successful acquisition of a gold stream, which will result in immediate
cash-flow to the Company and subsequent 2% NSR on Mt. Hamilton, serves as an important growth
bridge between current operations and the start of production from the Spring Valley gold mine. The
anticipated change in cash-flow and additional precious metals leverage should bode well for the
Company's market multiple. In addition, we are pleased to announce that we have engaged National
Bank Capital Markets as a Strategic Advisor."
Gold Stream and 2% Net Smelter Royalty
Upon transferring Mt. Hamilton LLC to Mako, the Company will receive: (i) a monthly gold stream for a
period of 60 months, whereby Sailfish will purchase from Mako approximately 341.7 troy ounces of gold
at a price equal to 20% of the London Bullion Market Association PM Fix price, but in any event not less
than US$2,700 per ounce of gold and not more than US$3,700 per ounce of gold (the
"Stream"
) and,
(ii) upon completion of the Stream, a 2% net smelter return royalty on all mineral production with respect
to the Property for the life of the mine (the
"NSR"
).
Completion of the Disposition is subject to a number of conditions precedent, including, but not limited to
entering into and formal approval of a definitive agreement (the
"Disposition Agreement"
) and all
ancillary matters related to the Disposition by the Company's Board of Directors upon the
recommendation of its special committee and receipt of corporate, regulatory and third-party approvals,
including disinterested approval of the Company's shareholders and acceptance of the TSX Venture
Exchange (the
"TSXV"
). Upon execution of the Disposition Agreement, the Company will issue a
subsequent news release containing details of the Disposition Agreement and any additional terms of
the Disposition.
Closing of the Acquisition is subject to customary closing conditions, including acceptance of TSXV. The
Acquisition is an arm's length transaction. Closing of the Acquisition is anticipated to occur by November
30, 2025.
A copy of the Purchase Agreement and the Disposition Agreement will be available under the
Company's SEDAR+ profile at
www.sedarplus.ca
.
In accordance with TSXV Policy 5.3
– Acquisitions and Dispositions of Non- Cash Assets
(
"Policy
5.3"
), the trading of the common shares of the Company on the TSXV was halted on September 29,
2025, pending the receipt and review of acceptable documentation pursuant to Policy 5.3 as the
Acquisition is a "Fundamental Acquisition" for the Company, as defined in Policy 5.3.
Related Party Transaction
As Mako and Sailfish have a common control person, the Disposition will constitute a "related party
transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security
Holders in Special Transactions
("
MI 61-101
"). The Company is relying on the exemption from the
formal valuation pursuant to subsection 5.5(b) of MI 61-101 as the common shares of the Company are
not listed on a specified market. The Company is not exempt from minority shareholder approval
requirements and disinterested shareholder approval will be required for the Mako Agreement pursuant
to MI 61-101 and the policies of the TSXV.
The Company intends to mail a management information circular (
"Circular"
) to shareholders in respect
of a shareholders meeting to be held in connection with the approval of the Disposition Agreement in the
coming weeks. Additional details regarding the terms and conditions of the Disposition Agreement as
well as the rationale for the approvals made by the Special Committee and the Board will be set out in
the Circular which will be available under the Company's SEDAR+ profile at
www.sedarplus.ca
.
Wexford Loan
The Company has entered into the Commitment Letter with Wexford for a senior secured bridge term
facility in the aggregate amount of up to US$40 million. The Wexford Loan matures on the date that is 12
months after the Closing Date (defined below), carries interest at the secured overnight financing rate
plus 800 bps and includes a 2.0% commitment fee (the
"Commitment Fee"
). At the option of the
Company, the Commitment Fee may be paid in cash or common shares of the Company.
The Wexford Loan will include customary positive and negative covenants for a transaction of this nature
and remains subject to acceptance of the TSXV.
The security will cover all assets and property of the
Company including, without limitation, the membership interest in Mt. Hamilton LLC and an assignment
of the Company's Spring Valley royalties, but will exclude any Mexican or Nicaraguan security. The
proceeds will be used to fund the purchase price for the Acquisition.
In the event the Company is unable to obtain the required regulatory and shareholder approvals in
connection with the Disposition, Wexford will elect to receive the transfer of the membership interest in
Mt. Hamilton LLC as full repayment of all obligations owed and outstanding under the Wexford Loan and
the Credit Agreement (defined below).
The Wexford Loan will be governed by a credit agreement (the
"Credit Agreement"
) to be entered into
on the date on which all conditions precedent to closing under the Purchase Agreement have been
satisfied (the
"Closing Date"
). Upon execution of the Credit Agreement, the Company will issue a
subsequent news release containing details of the Credit Agreement and any additional terms of the
Wexford Loan.
Related Party Transaction
The Wexford Loan constitutes a "related party transaction" within the meaning of Multilateral Instrument
61-101 -
Protection of Minority Security Holders in Special Transactions
(
"MI 61-101"
) due to the fact
that Wexford is a control person of the Company. The Company is not required to obtain a formal
valuation pursuant to section 5.4 of MI 61-101, which only requires a formal valuation if a "related party
transaction" falls within paragraphs (a) to (g) of that definition. The Company is relying on the exemption
to obtain minority shareholder approval pursuant to subsection 5.7(1)(f) of MI 61-101, as the Wexford
Loan is deemed to create a new loan or credit facility, and such credit facility is on reasonable
commercial terms that are not less advantageous to the Company than if the loan or credit facility were
obtained from a person dealing at arm's length with the Company, and the loan or credit facility is not
convertible, directly or indirectly, into equity or voting securities of the Company or a subsidiary, or
otherwise participating in nature, or repayable, as to principle or interest, directly or indirectly, in equity or
voting securities of the Company or a subsidiary.
Special Committee
The Company formed a special committee comprised of Walter Reich, Alessandro Palladino and Paolo
Lostritto to assist with the Company's review of the Wexford Loan and the Mako Agreement. The
Special Committee unanimously recommended that the board of directors of the Company (the
"Board"
) approve the Wexford Loan and the Mako Agreement. After receiving legal and financial
advice, the recommendation of the Special Committee and after taking into account the alternatives
available to the Company, the Board unanimously determined that the Wexford Loan and Mako
Agreement are in the best interests of the Company and is fair to the Company's securityholders.
Financial Advisors and Counsel
INFOR Financial Inc. is acting as the financial advisor to the Special Committee and DuMoulin Black
LLP is acting as Canadian legal counsel.
Strategic Process
Sailfish also announces that it has engaged National Bank Capital Markets as a Strategic Advisor to
review strategic alternatives which may or may not lead to the sale of the Company's assets.
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; 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 OTCQB 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, 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 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 completion of the Acquisition, Wexford Loan and Disposition, on the terms anticipated, or at
all; the structure, terms and conditions of the Wexford Loan and the Disposition; the execution of the
Disposition Agreement; the execution of the Credit Agreement; and statements regarding the
strategic process. 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 Company and Wexford will be able to negotiate the Credit
Agreement on the terms and within the time frame expected; that the Company and Mako will be able
to negotiate the Disposition Agreement on the terms and within the time frame expected; that the
Company will be able to obtain any necessary third party and regulatory approvals for the Acquisition,
Wexford Loan and Disposition, including acceptance of the TSXV and shareholder approval for the
Disposition. 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, adverse market conditions; general economic; market or business risks;
unanticipated costs; the failure of the Company and Wexford to negotiate the Credit Agreement on the
terms and conditions and within the timeframe expected; the failure of the Company and Mako to
negotiate the Disposition Agreement on the terms and conditions and within the timeframe expected;
the Company's failure to obtain any necessary approvals for the Acquisition, Wexford Loan and
Disposition; and other factors beyond the control of the Company, including those other risks more
fully described in the Company's annual and quarterly management's discussion and analysis and
other filings made by the Company with Canadian securities regulatory authorities under the
Company's profile at
www.sedarplus.ca
. 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/268461