Sailfish Royalty amends Mt. Hamilton gold stream deal

Executive Summary

• Sailfish Royalty Corp. has entered into amended agreements with Mako Mining Corp. to restructure the consideration for the disposition of Mt. Hamilton LLC, replacing a previous five-year gold stream and 2% NSR royalty with a new, longer-term gold stream.
• The amended transaction involves a 132-month gold stream with a deemed purchase price of $40 million USD, satisfied by the transfer of legal title to Mt. Hamilton LLC interests.
• The transaction is classified as a related party transaction requiring disinterested shareholder approval, with an annual general and special meeting scheduled for March 3, 2026.

Key Details

• Transaction Structure: Sailfish transfers legal title of Mt. Hamilton LLC (MH LLC) interests to Mako in exchange for an amended gold stream.
• Stream Terms (132 Months Total):
  • Initial 60 Months: Monthly delivery of 341.7 troy ounces of gold.
  • Final 72 Months: Monthly delivery of 100 troy ounces of gold.
• Pricing Mechanism:
  • Initial 60 Months: Price is 20% of the LBMA PM Fix, with a floor of $2,700 USD/oz and a ceiling of $3,700 USD/oz.
  • Final 72 Months: Price is 20% of the LBMA PM Fix with no floor or ceiling limitations.
• Delivery Method: Mako may satisfy obligations via refined gold from any source (excluding the property), including LBMA gold delivery bars.
• Security: The stream is secured against all present and after-acquired property of Mako, plus specific guarantees and pledges regarding encumbrance by Sailfish over the property.
• Deemed Purchase Price: $40 million USD total ($33 million for the initial 60-month term; $7 million for the final 72-month term).
• NSR Termination: The previously announced 2% NSR royalty agreement has been terminated via a separate termination agreement dated Feb. 14, 2026.
• Closing Conditions: Subject to customary conditions, including TSX Venture Exchange acceptance, and approval by both Sailfish’s and Mako’s shareholders.
• Closing Date: Outside date for the second closing is March 16, 2026.
• Shareholder Approval:
  • The transaction is a related party transaction under Multilateral Instrument 61-101 due to common control.
  • Exemption from formal valuation requirements is relied upon; however, minority shareholder approval is required.
  • Meeting Date: Postponed to March 3, 2026.
  • Record Date: January 6, 2026.
  • Proxy Deadline: Extended to 10:00 a.m. Vancouver time on February 27, 2026.
• Board Recommendation: The special committee and board unanimously recommend shareholder approval, citing increased certainty of payments and smoother growth trajectory.

Notable Quotes

• "The restructured transaction increases the certainty and timing of payments to Sailfish by uncoupling such payments from production on the property. The 11-year amended stream provides Sailfish with both immediate and long-term cash flow, and positions Sailfish for a smoother, more consistent growth trajectory."