Sailfish Announces the Acquisition of a Five-Year Gold Stream and Subsequent 2% NSR on the Permitted Mt. Hamilton Gold-Silver Project in Nevada

Executive Summary

• Sailfish Royalty Corp. entered a binding term sheet with Mako Mining Corp. to acquire a five‑year gold stream (≈341.7 oz/month) plus a 2% net smelter royalty on the Mt. Hamilton Gold‑Silver Project in Nevada.
• The transaction will be funded through a senior secured bridge facility from Wexford Capital LP of up to US$40 million at SOFR + 800 bps with a 2.0% commitment fee.
• Both the acquisition and the loan are “related‑party transactions” requiring minority shareholder approval; trading on the TSXV was halted pending review under Policy 5.3.

Key Details

• Acquisition Structure – Sailfish will purchase Mt. Hamilton LLC (owner of the permitted open‑pit, heap‑leach gold‑silver project) from a third party and immediately transfer the LLC to Mako in exchange for the stream and royalty.
• Gold Stream Terms – Monthly purchase of ~341.7 troy ounces of gold at 20% of the LBMA PM Fix price, bounded between US$2,700 and US$3,700 per ounce for a 60‑month period.
• Net Smelter Royalty (NSR) – After the stream expires, Sailfish receives a 2 % NSR on all mineral production from Mt. Hamilton for the life of the mine.
• Closing Timeline – Acquisition expected to close by 30 Nov 2025, subject to TSXV acceptance and customary closing conditions.
• Wexford Bridge Loan
• Facility size: up to US$40 million.
• Interest rate: SOFR + 800 bps; 2.0 % commitment fee (payable in cash or Sailfish common shares).
• Maturity: 12 months after the Closing Date.
• Security: all Sailfish assets, including Mt. Hamilton LLC membership interest and Spring Valley royalties (excluding Mexican/Nicaraguan assets).
• Use of proceeds: fund purchase price for the Mt. Hamilton acquisition.
• Related‑Party Transaction – Both the Mako Agreement and Wexford Loan involve parties with common control; minority shareholder approval will be sought per MI 61‑101.
• Special Committee – Comprised of Walter Reich, Alessandro Palladino, and Paolo Lostritto; unanimously recommended board approval of both the loan and the Mako Agreement.
• Advisors – INFOR Financial Inc. (financial advisor to Special Committee); DuMoulin Black LLP (Canadian legal counsel).
• Strategic Advisor – National Bank Capital Markets engaged to explore strategic alternatives, including possible asset sales.

Notable Quotes

“The successful acquisition of a gold stream… will result in immediate cash‑flow to the Company and serve as an important growth bridge between current operations and the start of production from the Spring Valley gold mine.” – Paolo Lostritto, CEO

Materiality: Material – Positive (the deal provides significant new revenue streams and financing that are expected to enhance the company’s valuation).