Sailfish Enters Into Non-Binding 20-year Gold Purchase Agreement with Mako Mining; Plans to Implement a Gold Price-Linked Dividend and Declare Special Dividend of US$1 per Share

Sailfish Royalty Corp. (FISH) announced a non-binding letter of intent dated September 11, 2026, with Mako Mining Corp., a non-arm’s length party sharing a common control person. Under the proposed terms, Sailfish would enter a 20-year refined gold purchase agreement with Mako. In exchange, Sailfish would issue 70,000,000 shares to Mako at US$5.76 per share, resulting in Mako holding approximately 48.54% of Sailfish post-issuance.

The agreement outlines a specific gold delivery schedule: 650 oz/month until August 1, 2028; 750 oz/month until February 1, 2031; 900 oz/month until February 1, 2037; and 1,000 oz/month for the remainder of the 240-month term. Sailfish would pay Mako 25% of the LBMA PM Fix price per delivered ounce. Mako may deliver refined gold from any source excluding the Mt. Hamilton Gold-Silver Project. Mako’s delivery obligations would be secured by all present and after-acquired Mako property, excluding Mt. Hamilton, senior except to a prior February 14, 2026 gold purchase agreement.

The proposed dividend plan includes a gold-linked quarterly dividend equal to 1 oz of gold per year per 18,000 shares, paid quarterly. Additionally, a one-time special dividend of US$1.00 per share is planned following closing, with a record date before closing.

Closing requires TSXV acceptance, Sailfish and Mako shareholder approvals, a fairness opinion for Sailfish from INFOR Financial Inc., an MI 61-101 valuation for Mako, and a definitive agreement. Trading on the TSXV is expected to be halted pending Policy 5.3 review. Separately, a new 12-month Normal Course Issuer Bid was accepted for up to 3,943,448 shares, representing 5% of shares outstanding as at August 24, 2026. Atrium Research Corporation was re-engaged for sponsored research at US$6,000 per quarter.

The proposed transaction is material and potentially transformative if completed. It would nearly double the share count and give Mako approximately 48.5% of Sailfish Royalty Corp. (FISH). This shift would move Sailfish from a diversified royalty and streaming company into an entity highly concentrated around Mako as both counterparty and controlling shareholder.

A US$1 special dividend represents a significant one-time cash return to pre-closing holders, likely designed to secure minority approval. Additionally, a gold-linked dividend marks a major policy change, though it will be funded by Sailfish’s cash flow, which remains modest before this deal.

The stock has already re-rated massively from US$2.64 in October 2025 to US$6.75 in August 2026, partly on the Terraco sale and earlier Mako deals. The new letter of intent (LOI) is larger but is not the first Mako transaction. The share consideration at US$5.76 values the deal at approximately US$403 million. Using the MD&A’s gold price assumption of US$4,359/oz, the undiscounted gross margin from the new stream may exceed US$700 million, but discounted over 20 years at 10%, the value is likely only in the US$250–400 million range before overhead and risk adjustments. Accretion is therefore highly sensitive to discount rate and gold price.

Because the LOI is non-binding, subject to fairness opinion and minority approval, and trading is expected to be halted, the immediate market impact is unresolved.

Sailfish Royalty Corp. (TSXV: FISH, OTCQB: SROYF) is a precious metals royalty and streaming company based in the British Virgin Islands. The firm’s key management includes CEO Paolo Lostritto, Executive Chairman Akiba Leisman, and CFO Bryan McKenzie.

Following the sale of its Terraco assets, Sailfish’s primary holdings include a gold stream equivalent to a 3% NSR on San Albino, a 2% NSR on the surrounding area in Nicaragua, and a 2% NSR on the Gavilanes silver project in Mexico. The company also holds an 11-year gold purchase agreement with Mako Mining. Previously, the company sold its Spring Valley and Moonlight royalties to OR Royalties for US$168 million in April 2026.