Sailfish to acquire gold stream, NSR on Mt. Hamilton

Mr. Paolo Lostritto reports 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 Royalty Corp. has entered into a binding term sheet with Mako Mining Corp., dated Sept. 29, 2025, to acquire a five-year gold stream and a subsequent 2-per-cent net smelter return (NSR) royalty on the permitted Mt. Hamilton gold-silver project, located in White Pine county, Nevada. The above transaction is facilitated by the company acquiring Mt. Hamilton LLC, which owns the property, from a third party pursuant to a purchase agreement dated Sept. 27, 2025, and subsequently transferring the Mt. Hamilton LLC to Mako in exchange for the stream and 2-per-cent NSR defined below. To finance the transaction, Sailfish has entered into a commitment letter with Wexford Capital LP for a senior secured bridge term facility in the aggregate amount of up to $40-million (U.S.). Mt. 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 Sept. 29, 2025, which is available on its SEDAR+ profile or on Mako's website. Paolo Lostritto, chief executive officer, stated: "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. 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 adviser." Gold stream and 2-per-cent net smelter return 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 per cent of the London Bullion Market Association PM fix price, but in any event not less than $2,700 (U.S.) per ounce of gold and not more than $3,700 (U.S.) per ounce of gold; and (ii) upon completion of the stream, a 2-per-cent net smelter return royalty on all mineral production with respect to the property for the life of the mine. 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, 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. 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 TSX-V. The acquisition is an arm's-length transaction. Closing of the acquisition is anticipated to occur by Nov. 30, 2025. A copy of the purchase agreement and the disposition agreement will be available under the company's SEDAR+ profile. In accordance with TSX-V Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets, the trading of the common shares of the company on the TSX-V was halted on Sept. 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. 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 TSX-V. The company intends to mail a management information 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. 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 $40-million (U.S.). 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 basis points and includes a 2.0-per-cent 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 TSX-V. 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 finance 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 to be entered into on the date on which all conditions precedent to closing under the purchase agreement have been satisfied. 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, 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, comprising 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 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 are fair to the company's securityholders. Financial advisers and counsel Infor Financial Inc. is acting as the financial adviser 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 adviser to review strategic alternatives that may or may not lead to the sale of the company's assets. About Sailfish Royalty Corp. 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-per-cent NSR on the San Albino gold mine (approximately 3.5 square kilometres (km)) and a 2-per-cent NSR royalty on the rest of the area (approximately 134.5 square km) surrounding San Albino in northern Nicaragua; an up-to-3-per-cent NSR royalty on the fully permitted multimillion-ounce Spring Valley gold mine project in Pershing county, Nevada; and a 2-per-cent NSR royalty 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. We seek Safe Harbor.