Sailfish Royalty Completes Acquisition of Terraco Gold, Creating a New Growth-Oriented Royalty Company TORTOLA, British Virgin Islands and VANCOUVER ,
Sailfish Royalty Completes Acquisition of
Terraco Gold, Creating a New Growth-Oriented
Royalty Company
TORTOLA,
British Virgin Islands
and
VANCOUVER
,
Aug. 19, 2019
/CNW/ -
Sailfish Royalty
Corp.
("
Sailfish
") (TSX Venture: FISH) and
Terraco Gold Corp.
("
Terraco
") (TSX Venture: TEN)
are pleased to announce the completion of the previously announced transaction between the two
companies (the "
Arrangement
"). Sailfish has now acquired all of the issued and outstanding shares
of Terraco (the "
Terraco Shares
") in exchange for consideration of 0.12 of a common share of
Sailfish (each full share, a "
Sailfish Share
") for each Terraco Share, pursuant to a court approved
plan of arrangement (the "
Plan of Arrangement
").
Sailfish is also pleased to report that it has repaid in full the
US$12,031,055
outstanding senior
unsecured convertible debenture held by Solidus Resources, LLC, a wholly-owned subsidiary of
Waterton Precious Metals Fund II Cayman, LP (the "
Debenture
"). The extinguishment of the
Debenture provides Sailfish shareholders with an unencumbered royalty ownership, with no future
conversion or buy back rights, of up to a 3% NSR on the multi-million-ounce Spring Valley Gold
Project ("
Spring Valley
").
Akiba Leisman
, CEO of Sailfish, commented: "this exciting transaction brings together our combined
royalty portfolios into a new, growth-oriented royalty vehicle. Terraco's royalty holdings will give our
shareholders exposure to one of the best known undeveloped gold mining properties in
Nevada
. We
believe that
Spring Valley
is a high priority development project for Waterton which is evidenced by a
recent royalty purchase Solidus made (
Pershing County
June 26, 2019
filing) of up to a 1% NSR on
Spring Valley
from a third-party. As a significant royalty holder of
Spring Valley
, we look forward to
continued advancement of the project."
Todd Hilditch
, former President & CEO of Terraco, further added: "As a founder of Terraco, I am
excited to be representing shareholders as a director in the combination with Sailfish. This is a great
opportunity to continue on for further exposure to a diverse portfolio of royalties, with exposure to a
multi-million ounce gold project portfolio, and benefiting from a strong financial backing and an
increased capital markets profile."
Highlights of the New Combined Royalty Platform Company
The consolidated company will hold an array of precious metals royalties, ranging from the
exploration stage through to production;
Geographic diversification of the combined royalty portfolio within the Americas, including
Nevada
,
Mexico
,
Brazil
and
Nicaragua
;
Royalties with well-established property owners, including Waterton Global Resource
Management, Eldorado Gold Corporation and Endeavour Silver Corp.;
Platform for additional royalty consolidation in the precious metals space; and
Near term shareholder friendly initiatives including a possible spinoff of the
Gavilanes
and
Almaden-Nutmeg Mountain properties into a separate exploration company or a monetization of
these assets.
Former Terraco shareholders will hold approximately 37.2% of the issued and outstanding common
shares of Sailfish (60,215,705). Former registered shareholders of Terraco will be required to
submit their share certificates and letters of transmittal to Computershare Investor Services Inc. and
follow the instructions in the Information Circular dated
July 12, 2019
in order to obtain Sailfish share
certificates pursuant to the Plan of Arrangement. In addition, the outstanding options of Terraco have
been adjusted in accordance with their terms and the Exchange Ratio such that 1,626,120
outstanding options of Sailfish have been reserved for exercise. It is expected that shares of Terraco
will be delisted from the TSX Venture Exchange at close of business on
August 20, 2019
. In
connection with the closing of the Arrangement, Sailfish has appointed
Todd Hilditch
to its Board of
Directors.
Concurrently with the closing of the Arrangement, Wexford Spectrum Trading Limited and Wexford
Catalyst Trading Limited (together, the "
Wexford Funds
") loaned Sailfish
US$12,031,055
(the
"
Loan
"), the proceeds of which were used by Sailfish on behalf of TGC Holdings Ltd. , a wholly-
owned subsidiary of Terraco (and, following completion of the Arrangement, Sailfish), to repay the
Debenture. The Loan is unsecured, has a three year term and bears interest at a rate of 8% per
annum, accruing daily and payable on maturity or prepayment, and may be prepaid at any time by
Sailfish. As consideration for the Loan, Sailfish paid the Wexford Funds a commitment fee equal to
1.5% of the Loan amount. The Loan from the Wexford Funds to Sailfish was a "related party
transaction" as defined in Multilateral Instrument 61-101 –
Protection of Minority Security Holders in
Special Transactions
("
MI 61-101
"). The Loan was considered and unanimously approved by
Sailfish's independent directors, with one director abstaining due to his affiliation with the Wexford
Funds. The Loan is not subject to the formal valuation requirement of MI 61-101 and is exempt from
the minority shareholder requirements of MI 61-101, pursuant to the exemption contained in s. 5.7(f)
(
Loan to Issuer, No Equity or Voting Component
).
Advisors and Counsel
Red Cloud Klondike Strike Inc. acted as financial advisor to Sailfish. DuMoulin Black LLP acted as
legal counsel to Sailfish.
Haywood Securities Inc. acted as financial advisor to the Terraco Special Committee. Gowling
WLG acted as legal counsel to Terraco.
About Sailfish
Sailfish is a precious metals royalty and streaming company. Within Sailfish's portfolio are two
cornerstone assets on advanced stage projects in the Americas: a gold stream equivalent to a 3%
NSR on the San Albino gold project (~3.5 km
2
) and a 2% NSR on the rest of the area (~134.5 km
2
)
surrounding San Albino in northern
Nicaragua
; and an up to 3.5% NSR on the Tocantinzinho gold
project in the prolific Tapajos district of northern
Brazil
. The acquisition of Terraco Gold Corp. adds a
potential cornerstone asset: an up to 3% NSR on the multi-million ounce
Spring Valley
gold project in
Pershing County, Nevada
.
Sailfish intends to aggressively grow its portfolio and become a yield focused company by paying
dividends to its shareholders.
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.
About Terraco
Terraco is a gold royalty company with a royalty portfolio of up to 3% NSR on the multi-million ounce
Spring Valley Gold Project located in
Pershing County, Nevada
.
Terraco is currently listed on the TSX Venture Exchange under the symbol "TEN"; however, following
completion of the Arrangement, Terraco will be delisted from the TSX Venture Exchange. Please
visit the Company's website at
www.terracogold.com
for additional information.
On behalf of the companies,
Akiba Leisman
CEO – Sailfish Royalty Corp.
Todd Hilditch
Former President & CEO – Terraco Gold Corp.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that 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 that Sailfish may spinoff the
Gavilanes
and
Almaden-Nutmeg Mountain properties into a separate exploration company or otherwise monetize
those assets is a forward-looking statement and contains 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
Sailfish and Terraco and the opinions and estimates of management as of the date of this press
release, including that Sailfish's possible plan to spinoff the
Gavilanes
and Almaden-Nutmeg
Mountain properties into a separate exploration company or otherwise monetize those assets is
feasible and will receive the required regulatory and corporate approvals as required. 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
combined 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 Sailfish's plan to spinoff the
Gavilanes
and Almaden-
Nutmeg Mountain properties into a separate exploration company or otherwise monetize those
assets is not feasible or will not receive the required regulatory and corporate approvals as
required. Although management of the Sailfish and Terraco have 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. Neither Sailfish nor Terraco 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.
Additional information on these and other factors that could affect the companies' operations and
financial results are included in reports on file with Canadian securities regulatory authorities and
may be accessed through the SEDAR website (
www.sedar.com
).
Terraco Gold Corp. (CNW Group/Sailfish Royalty Corp.)
SOURCE
Sailfish Royalty Corp.
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%SEDAR: 00044073E
For further information:
Akiba Leisman, CEO, tel. 203-862-7059 or Todd Hilditch, Former
President & CEO, tel. 604-443-3831
CO: Sailfish Royalty Corp.
CNW 17:15e 19-AUG-19