Sailfish Closes Its Previously Announced Transaction to Acquire the Permitted Mt. Hamilton Gold-Silver Project in Nevada and Enters into Definitive Agreement for the Acquisition of a Five-Year Gold Stream and Subsequent 2% NSR
Sailfish Closes Its Previously Announced
Transaction to Acquire the Permitted Mt.
Hamilton Gold-Silver Project in Nevada and
Enters into Definitive Agreement for the
Acquisition of a Five-Year Gold Stream and
Subsequent 2% NSR
Tortola, British Virgin Islands--(Newsfile Corp. - November 26, 2025) - Sailfish Royalty Corp. (TSXV:
FISH) (OTCQB: SROYF) (the "
Company
" or "
Sailfish
") is pleased to announce that, further to its news
release dated September 29, 2025, the Company has entered into a definitive agreement dated
November 26, 2025 (the
"Mako Agreement"
) with Mako Mining Corp. (
"Mako"
) and Mako US Corp.
("
Mako US
"), an affiliate of Mako, to acquire a five-year gold stream (the "
Stream
") and a subsequent
2% NSR royalty (the "
NSR
") on the permitted Mt. Hamilton Gold-Silver Project located in White Pine
County, Nevada, USA (the
"Property"
).
The Company is also pleased to announce that, to facilitate the above transaction (the "
Mako
Transaction
"), the Company has acquired the outstanding membership interests of Mt. Hamilton LLC
(the "
Company Interests
"), which owns the Property, from a third party pursuant to a purchase
agreement dated September 27, 2025 (the "
Purchase Agreement
") as further described in the
Company's news release dated September 29, 2025 (the
"Acquisition"
).
Gold Stream and 2% Net Smelter Royalty
Upon transferring the registered legal ownership of the Company Interests to Mako US, pursuant to the
terms of the Stream the Company will receive: (i) a monthly delivery of gold from Mako 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 and, (ii) upon completion of
the 60 month Stream, a 2% NSR royalty on all mineral production with respect to the Property for the life
of the mine pursuant to the terms of the NSR. The Stream is secured against all present and after-
acquired property of Mako and is guaranteed by Mt. Hamilton LLC.
The closing of the Mako Transaction is subject to customary closing conditions, including acceptance of
the TSX Venture Exchange (the "
TSXV
"), approval of the Company's shareholders and approval of
Mako's shareholders.
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. An updated technical report is available
on the Company's SEDAR+ profile at
www.sedarplus.ca
.
Mako Transaction
To fund the purchase of the Stream and NSR, Sailfish, as borrower, has entered into a credit agreement
with Wexford Capital LP, as agent, TGC Holdings Ltd. ("
TGC
") and Terraco Gold Corp. ("
Terraco
", and
together with TGC, the "
Guarantors
"), as guarantors and certain lenders, dated November 26, 2025
(the
"Credit Agreement"
) for a USD$40 million senior secured bridge term facility (the
"Wexford
Loan"
).
Pursuant to the terms of the Mako Agreement, Mako US will direct Sailfish to use the Wexford Loan to
fund the purchase price for the Acquisition and to purchase the Company Interests as nominee, agent
and bare trustee for and on behalf of Mako US. As of the date hereof, Sailfish has transferred to Mako
US 100% of the beneficial ownership of the Company Interests and the exercise of operational control
over the Property, including responsibility for all obligations, liabilities, costs and expenses associated
therewith. From the date hereof until the closing of the Mako Transaction, Sailfish will act as nominee,
agent and bare trustee for and on behalf of Mako US and will take all such action as directed by Mako
US in respect of the registered legal ownership of the Company Interests.
In the event the Company or Mako are unable to obtain the required regulatory and shareholder
approvals in connection with the Mako Transaction, Mako US irrevocably directs Sailfish to transfer the
Company Interests to Wexford and Wexford will elect to receive the transfer of the Company Interests as
full repayment of all obligations owed and outstanding under the Credit Agreement.
A copy of the Mako Agreement will be available under the Company's SEDAR+ profile at
www.sedarplus.ca
.
Related Party Transaction
As Mako and Sailfish have a common control person, the Mako Transaction 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.
Wexford Loan
As a condition precedent to the Credit Agreement, the Guarantors have guaranteed the obligations of
the Company under the Credit Agreement. In connection with the Credit Agreement, the Company and
the Guarantors have entered into certain security agreements as general and continuing security for the
payment and performance of the Company's obligations under the Credit Agreement.
As previously disclosed in its news release dated September 29, 2025, Sailfish has agreed to a
commitment fee (the "
Commitment Fee
"), payable at the option of the Company in cash or common
shares of the Company (the "
Shares
"). The Company has elected to pay the entire US$800,000
Commitment Fee through the issuance of an aggregate of 368,249 Shares at a price of $3.03 per
share, representing the 5-day volume weighted average price of the Shares as of September 26, 2025,
being the date the Company entered into the commitment letter in respect of the Wexford Loan. The
Shares will be subject to a statutory hold period of four months and one day in accordance with
applicable securities laws.
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.
Shareholder Meeting Details
An annual general and special meeting of shareholders to consider and, if deemed advisable, approve
the Mako Transaction (the "
Special Meeting
") is expected to be held by February, 2026. In order to be
approved by shareholders of the Company at the Special Meeting, the Mako Transaction will require
approval of a simple majority of the votes cast at the Special Meeting by shareholders present in person
or represented by proxy excluding, for the purposes of MI 61-101, votes attached to common shares in
the capital of the Company held by persons described in items (a) through (d) of Section 8.1(2) MI 61-
101.
Additional details regarding the terms and conditions of the Mako 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
.
Recommendation of the Board and Special Committee
The board of directors of the Company (the "
Board
") has unanimously determined (with Akiba Leisman
and Asheef Lalani abstaining) that the Mako Transaction, the Acquisition and the Wexford Loan are in
the best interest of the Company and the consideration to be received by the Company is fair, from a
financial point of view, to the shareholders of Sailfish. The determination of the Board was made upon
the recommendation of the special committee of independent directors (the "
Special Committee
") and
after consideration of the advice of legal and financial advisors to the Special Committee and the
Company.
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.
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 Mako Transaction on the terms anticipated, or at all. 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 that the
Company and Mako will be able to obtain any necessary third party and regulatory approvals for the
Mako Transaction, including acceptance of the TSXV and shareholder approval for the Mako
Transaction. 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 Company's failure to obtain any necessary approvals for the Mako
Transaction; Mako's failure to obtain any necessary approvals for the Mako Transaction 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/276059