Sailfish Royalty Announces Completion of Stream Restructuring TORTOLA, British Virgin Islands ,
Sailfish Royalty Announces Completion of
Stream Restructuring
TORTOLA,
British Virgin Islands
,
Nov. 9, 2018
/CNW/ - Sailfish Royalty Corp. (TSX-V: FISH) (the
"Company" or "Sailfish") is pleased to report the closing of the previously announced restructuring
(the "Stream Restructuring") of the Company's gold stream on the San Albino gold project ("San
Albino") pursuant to a master agreement between the Company, Golden Reign Resources Inc.
("Golden Reign"), Marlin Gold Mining Ltd. ("Marlin"), Oro Gold de Mexico S.A. de C.V., Nicoz
Resource S.A. ("Nicoz") and Gold Belt, S.A. ("Gold Belt") dated
August 3, 2018
(the "Master
Agreement"). Completion of the Stream Restructuring was conditional upon closing of the business
combination transaction of Marlin and
Golden Reign
pursuant to a plan of arrangement under the
Business Corporations Act
(
British Columbia
), along with approval of the TSX Venture Exchange
("TSX-V") and the previously announced approval of disinterested shareholders of the Company. As
of today, each of these closing conditions have been satisfied.
Pursuant to the Master Agreement, the Company, Marlin, Golden Reign, Nicoz and Gold Belt
entered into the previously announced Amended and Restated Gold Purchase Agreement on
mutually agreeable terms, to restructure the existing gold stream on San Albino, which provides a
gold stream that is equivalent to a 3% net smelter returns royalty with respect to a certain area of
interest on the San Albino concession (the "AOI"). The Company, Golden Reign, Nicoz and Gold Belt
also entered into a new royalty agreement with respect to a 2% net smelter returns royalty on
production from the San Albino concession (exclusive of the AOI) and the El Jicaro concession.
In addition, the Company has entered into or will enter into certain assignment, option and royalty
agreements as partial consideration to be paid to the Company in consideration for entering into the
Amended and Restated Gold Purchase Agreement. Pursuant to such agreements, Marlin will: (i)
assign to the Company its 1% net smelter return royalty on the Parral 2 claims on the La Cigara
project and its 1.5% net smelter return royalty on the majority of the concessions at at the
El
Compas
project; and (ii) grant an option to the Company to purchase its
Gavilanes
property in
Mexico
to a designee of the Company.
The parties to the Master Agreement also agreed upon the following terms:
Marlin and
Oro Gold
will make cash payments to the Company in respect of any amounts
recovered by
Oro Gold
in certain lawsuits
Oro Gold
has filed against the Mexican tax authority
for the purpose of obtaining previously denied Mexican value added tax refunds for an
aggregate of 37,379,097 Mexican pesos (28,900,301 Mexican pesos
(US$1,417,376)
of which
have already been received by
Oro Gold
), before certain interest and inflation adjustments and
applicable legal fees;
the Company has extinguished Golden Reign's prepayment liability of approximately
US$1.1
million
associated with the existing gold stream on San Albino; and
the Company's existing funding obligation of approximately
US$13.9 million
has been eliminated.
Further details of the Stream Restructuring and certain other matters can be found in the
management information circular of the Company dated
September 21, 2018
(the "Circular").
Electronic copies of the Circular Circular are available under the Company's profile on SEDAR at
www.sedar.com
.
About Sailfish
Sailfish is a yield-focussed royalty company. Sailfish owns the TZ Royalty, which is a 3.5% royalty
on revenues derived from the sale of gold on Eldorado Gold Corp.'s advanced stage Tocantinzinho
gold project, and also holds a gold stream agreement on the San Albino gold project in
Northern
Nicaragua
.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain forward-looking statements or information under applicable
Canadian, U.S. and other securities laws. Such forward-looking information and statements are
often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan",
"estimate", "expect" and "intend" and statements that an event or result "may", "will", "should",
"could", or "might" occur or be achieved and any other similar expressions. Such forward-looking
information includes but is not limited to, statements with respect to the impact of the Stream
Restructuring and the benefits of the Stream Restructuring. These forward-looking statements, and
any assumptions upon which they are based, are made in good faith and reflect our current
judgment. Management believes that these assumptions are reasonable; however, some risks
include, but are not limited to, there realized; risks related to the interests acquired pursuant to the
Stream Restructuring. Readers are cautioned that this information may not be appropriate for any
other purposes. Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ materially from those contained in the
forward-looking information. Some of these risks, uncertainties and other factors are described
under the heading "Risk Factors" in the Circular, available at
www.sedar.com
. Forward-looking
information is based on estimates and opinions of management at the date the statements are
made. Except as required by applicable law, the Company does not undertake any obligation to
update forward-looking information. Readers should not place undue reliance on forward-looking
information.
The TSX Venture Exchange nor their Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release. No stock exchange, securities commission or other regulatory authority has approved or
disapproved the information contained herein
.
SOURCE
Sailfish Royalty Corp.
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For further information:
Cesar Gonzalez, Director and Vice President of Corporate Development,
Sailfish Royalty Corp., telephone: 230-862-7007, e-mail: [email protected]
CO: Sailfish Royalty Corp.
CNW 19:00e 09-NOV-18