Sailfish Closes Its Previously Announced Transaction to Acquire the Permitted Mt. Hamilton Gold-Silver Project in Nevada and Enters into Definitive Agreement for the Acquisition of a Five-Year Gold Stream and Subsequent 2% NSR
Rhea-AI Summary
Sailfish (OTCQB:SROYF) entered a definitive agreement dated Nov 26, 2025 to acquire a five‑year gold stream and a subsequent 2% NSR on the permitted Mt. Hamilton gold‑silver project in Nevada.
The company also acquired 100% beneficial ownership of Mt. Hamilton LLC and secured a US$40.0 million senior secured bridge facility from Wexford Capital to fund the transaction; closing remains subject to TSXV acceptance and shareholder approvals. Stream economics: Sailfish will purchase ~341.7 troy ounces of gold (over the stream term as described) at 20% of LBMA PM Fix with price collars of US$2,700–US$3,700/oz, and will receive a 2% NSR after 60 months.
Positive
- US$40.0M senior secured bridge financing secured
- Acquired 100% beneficial ownership of Mt. Hamilton LLC
- Contracted 2% NSR for life of mine after 60‑month stream
Negative
- Transaction is a related party deal requiring disinterested shareholder approval
- Company issued 368,249 shares to satisfy US$800,000 commitment fee (dilution)
- If approvals fail, Company Interests may transfer to Wexford as loan repayment
News Market Reaction – SROYF
In the Nov 28 session, SROYF declined 1.89%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Dec 10 | Q4 2025 dividend | Positive | +0.8% | Declared Q4 2025 cash dividend of US$0.0125 per share. |
| Nov 26 | Mt. Hamilton acquisition | Positive | -1.9% | Definitive agreement for five-year gold stream and 2% NSR on Mt. Hamilton. |
| Nov 20 | Q3 2025 earnings | Positive | -10.2% | Reported Q3 2025 profits and outlined Mt. Hamilton stream term sheet. |
| Sep 09 | Q3 2025 dividend | Positive | +0.1% | Declared third quarterly dividend of US$0.0125 per common share. |
| Aug 21 | Q2 2025 earnings | Neutral | +2.4% | Q2 2025 royalty revenue rose sharply vs. 2024; net income declined year-on-year. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Positive corporate actions (dividends, acquisitions, earnings) have sometimes seen negative or muted next-day reactions, indicating a history of occasional divergence between news tone and price.
This announcement continues Sailfish’s strategy of growing cash flow through royalties and streams, following earlier steps on the Mt. Hamilton gold-silver project highlighted in Q3 2025 results. Over the last six months, Sailfish reported improving royalty revenue and consistent quarterly dividends of US$0.0125 per share, while also repurchasing shares. The November Nov 26, 2025 Mt. Hamilton stream and 2% NSR agreement, funded by a US$40 million bridge facility, marked a major step-up in asset scale. Today’s definitive agreement and transaction closing build directly on that prior strategic direction.
Key Terms
gold stream financial
net smelter royalty financial
heap leach technical
bridge term facility financial
credit agreement financial
volume weighted average price financial
statutory hold period regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Tortola, British Virgin Islands--(Newsfile Corp. - November 26, 2025) - Sailfish Royalty Corp. (TSXV: FISH) (OTCQB: SROYF) (the "Company" or "Sailfish") is pleased to announce that, further to its news release dated September 29, 2025, the Company has entered into a definitive agreement dated November 26, 2025 (the "Mako Agreement") with Mako Mining Corp. ("Mako") and Mako US Corp. ("Mako US"), an affiliate of Mako, to acquire a five-year gold stream (the "Stream") and a subsequent
The Company is also pleased to announce that, to facilitate the above transaction (the "Mako Transaction"), the Company has acquired the outstanding membership interests of Mt. Hamilton LLC (the "Company Interests"), which owns the Property, from a third party pursuant to a purchase agreement dated September 27, 2025 (the "Purchase Agreement") as further described in the Company's news release dated September 29, 2025 (the "Acquisition").
Gold Stream and
Upon transferring the registered legal ownership of the Company Interests to Mako US, pursuant to the terms of the Stream the Company will receive: (i) a monthly delivery of gold from Mako for a period of 60 months, whereby Sailfish will purchase from Mako approximately 341.7 troy ounces of gold at a price equal to
The closing of the Mako Transaction is subject to customary closing conditions, including acceptance of the TSX Venture Exchange (the "TSXV"), approval of the Company's shareholders and approval of Mako's shareholders.
Mount 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. An updated technical report is available on the Company's SEDAR+ profile at www.sedarplus.ca.
Mako Transaction
To fund the purchase of the Stream and NSR, Sailfish, as borrower, has entered into a credit agreement with Wexford Capital LP, as agent, TGC Holdings Ltd. ("TGC") and Terraco Gold Corp. ("Terraco", and together with TGC, the "Guarantors"), as guarantors and certain lenders, dated November 26, 2025 (the "Credit Agreement") for a USD
Pursuant to the terms of the Mako Agreement, Mako US will direct Sailfish to use the Wexford Loan to fund the purchase price for the Acquisition and to purchase the Company Interests as nominee, agent and bare trustee for and on behalf of Mako US. As of the date hereof, Sailfish has transferred to Mako US
In the event the Company or Mako are unable to obtain the required regulatory and shareholder approvals in connection with the Mako Transaction, Mako US irrevocably directs Sailfish to transfer the Company Interests to Wexford and Wexford will elect to receive the transfer of the Company Interests as full repayment of all obligations owed and outstanding under the Credit Agreement.
A copy of the Mako Agreement will be available under the Company's SEDAR+ profile at www.sedarplus.ca.
Related Party Transaction
As Mako and Sailfish have a common control person, the Mako Transaction will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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 TSXV.
Wexford Loan
As a condition precedent to the Credit Agreement, the Guarantors have guaranteed the obligations of the Company under the Credit Agreement. In connection with the Credit Agreement, the Company and the Guarantors have entered into certain security agreements as general and continuing security for the payment and performance of the Company's obligations under the Credit Agreement.
As previously disclosed in its news release dated September 29, 2025, Sailfish has agreed to a commitment fee (the "Commitment Fee"), payable at the option of the Company in cash or common shares of the Company (the "Shares"). The Company has elected to pay the entire US
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 ("MI 61-101") 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.
Shareholder Meeting Details
An annual general and special meeting of shareholders to consider and, if deemed advisable, approve the Mako Transaction (the "Special Meeting") is expected to be held by February, 2026. In order to be approved by shareholders of the Company at the Special Meeting, the Mako Transaction will require approval of a simple majority of the votes cast at the Special Meeting by shareholders present in person or represented by proxy excluding, for the purposes of MI 61-101, votes attached to common shares in the capital of the Company held by persons described in items (a) through (d) of Section 8.1(2) MI 61-101.
Additional details regarding the terms and conditions of the Mako 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 at www.sedarplus.ca.
Recommendation of the Board and Special Committee
The board of directors of the Company (the "Board") has unanimously determined (with Akiba Leisman and Asheef Lalani abstaining) that the Mako Transaction, the Acquisition and the Wexford Loan are in the best interest of the Company and the consideration to be received by the Company is fair, from a financial point of view, to the shareholders of Sailfish. The determination of the Board was made upon the recommendation of the special committee of independent directors (the "Special Committee") and after consideration of the advice of legal and financial advisors to the Special Committee and the Company.
Financial Advisors and Counsel
INFOR Financial Inc. is acting as the financial advisor to the Special Committee and DuMoulin Black LLP is acting as Canadian legal counsel.
About Sailfish
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
Sailfish is listed on the TSX Venture Exchange under the symbol "FISH" and on the OTCQB under the symbol "SROYF". Please visit the Company's website at www.sailfishroyalty.com for additional information.
For further information: Paolo Lostritto, CEO, tel. 416-602-2645 or Akiba Leisman, Executive Chairman, tel. 917-558-5289.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Notes Regarding Forward-Looking Statements:
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, are forward-looking statements, including statements regarding completion of the Mako Transaction on the terms anticipated, or at all. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that that the Company and Mako will be able to obtain any necessary third party and regulatory approvals for the Mako Transaction, including acceptance of the TSXV and shareholder approval for the Mako Transaction. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, adverse market conditions; general economic; market or business risks; unanticipated costs; the Company's failure to obtain any necessary approvals for the Mako Transaction; Mako's failure to obtain any necessary approvals for the Mako Transaction and other factors beyond the control of the Company, including those other risks more fully described in the Company's annual and quarterly management's discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedarplus.ca. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276059