Sailfish to acquire gold stream, NSR on Mt. Hamilton
Executive Summary
- Sailfish Royalty Corp. entered a binding term sheet with Mako Mining Corp. to acquire a five‑year gold stream and a subsequent 2 % net smelter return (NSR) on the permitted Mt. Hamilton gold‑silver project in Nevada.
- To fund the transaction, Sailfish secured a senior secured bridge loan from Wexford Capital LP for up to US$40 million with an interest rate of SOFR + 800 bps and a 2 % commitment fee.
- The acquisition is subject to shareholder and regulatory approvals; closing is expected by 30 Nov 2025, after which Sailfish will issue a detailed news release.
Key Details
- Transaction Structure – Sailfish will transfer Mt. Hamilton LLC to Mako in exchange for:
- A monthly gold stream of ~341.7 troy oz for 60 months, purchased at 20 % of the LBMA PM fix price, with a floor of US$2,700/oz and a ceiling of US$3,700/oz.
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After the stream period, a 2 % NSR royalty on all mineral production for the life of the mine.
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Financing – Wexford Bridge Facility
- Commitment amount: up to US$40 million.
- Maturity: 12 months after closing of the Mt. Hamilton acquisition.
- Interest: SOFR + 800 bps; 2 % commitment fee (payable in cash or common shares).
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Security: all Sailfish assets, including the membership interest in Mt. Hamilton LLC and Spring Valley royalties (excluding Mexican/Nicaraguan assets).
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Use of Proceeds – Entire loan proceeds will be applied to the purchase price for the Mt. Hamilton acquisition.
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Related Party Considerations
- Both the Mako agreement and the Wexford loan are related‑party transactions under MI 61‑101; minority shareholder approval is required.
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Exemptions from formal valuation have been relied upon per applicable regulations.
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Approvals & Governance
- Special committee (Walter Reich, Alessandro Palladino, Paolo Lostritto) unanimously recommended the agreements.
- Board of Directors approved both the Mako transaction and the Wexford loan after legal/financial review.
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Shareholder meeting to be called; management information circular will be mailed in coming weeks.
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Strategic Adviser – National Bank Capital Markets engaged as strategic adviser to explore further strategic alternatives, including potential asset sales.
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Regulatory Action – Trading of Sailfish common shares on the TSX‑V was halted on 29 Sept 2025 per TSX‑V Policy 5.3 pending review of acquisition documentation.
Notable Quotes
“The successful acquisition of a gold stream, which will result in immediate cash‑flow to the company and subsequent 2‑per‑cent NSR on Mt. Hamilton, serves as an important growth bridge between current operations and the start of production from the Spring Valley gold mine.” – Paolo Lostritto, CEO
Materiality Assessment: Material – Positive (the acquisition provides new cash‑flow streams and leverages existing assets; financing is sizable and impacts capital structure).