Sailfish Announces Gold-Related Loan Agreement with Mako Mining Corp.

TORTOLA, British Virgin Islands, August 30, 2021 /CNW/ – Sailfish Royalty Corp. (TSXV: FISH) (OTCQX: SROYF) (the “Company” Where “Sailing ship“) is pleased to announce that it has entered into a loan agreement with Mako Mining Corp. (“Mako“) date August 27, 2021 (there “Loan agreement“), under which the Company has undertaken to provide a $8 million gold-linked unsecured term loan (the “term loan“) to Mako.

Proceeds from the term loan will be used by Mako to refinance existing short-term debt, specifically, the repayment of all outstanding principal and accrued interest totaling approximately $6.2 million due to Nebari Resources Credit Fund I, LP (“Nebari“) and about $1.8 million principal due to funds managed by Wexford Capital LP (“Wexford“).

As compensation for making the term loan available to Mako, Sailfish will be entitled to certain cash compensation based on the prevailing price of gold (the “Indemnification of the lenderMako will make 24 monthly cash payments to Sailfish on the principal amount of the term loan and the lender’s indemnification, which will be equal to the cash equivalent of 205 ounces of gold multiplied by the average price of the previous month’s gold with a floor of $1,750 and a ceiling of $2,000 in accordance with the terms of the loan agreement. The term loan has no operating covenants or balance sheet covenants, and there are no restrictions on dividends and/or stock repurchases.

Upon the occurrence of an Event of Default under the Loan Agreement, all unpaid amounts, including applicable premiums, shall become immediately due and payable and interest on such amounts shall accrue at the rate of 12% per annum, accrued daily. and payable to the Company on demand. .

The Company has sufficient liquidity that the term loan advance is not expected to have a material impact on the business and affairs of the Company.

Cesar GonzalezCEO of Sailfish says “this gold-indexed loan is a win-win for both companies. Sailfish receives an attractive yield with downside protection and upside potential that supports the company’s plans to begin paying a dividend; while Mako is able to refinance its existing short-term debt and pursue a more aggressive exploration budget, particularly at Las Conchitas and surrounding targets where Sailfish has an NSR of 2%. »

Multilateral Instrument 61-101

Wexford, Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited, hold, directly or through an affiliate, in the aggregate, the majority of the outstanding common shares of the Company and Mako and, accordingly, the loan to term is a “related party transaction”. under National Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“NI 61-101”). The Board of Directors of the Company (the “Plank“) has determined that the term loan will not be subject to the formal valuation requirement of NI 61-101 because it is not a related party transaction as described in paragraphs (a) through ( (g) the definition of “related party transaction”, and further, the term loan will be exempt from the minority shareholder approval requirements of NI 61-101 based on the exemption set out in Section 5.7(1). )(a) of NI 61-101, and in this regard, the Board of Directors has determined that the Term Loan does not exceed 25% of the Company’s market capitalization. Cesar Gonzalez and Akiba Leisman, as directors and/or officers of the Company, abstained from voting on the board resolutions approving the term loan. The company did not file a material change report more than 21 days before the scheduled closing of the term loan because the terms of the term loan were not settled until shortly before closing and the company and Mako wanted close the term loan on an accelerated basis. basis for valid business reasons.

About the sailboat

Sailfish is a precious metals streaming and royalty company. Sailfish’s portfolio includes two main assets in the Americas: a gold flow equivalent to a 3% NSR on the San Albino gold mine (~3.5 km²) and a 2% NSR on the rest of the area (~134.5 km²) surrounding San Albino in the north Nicaragua; and up to 3% NSR over several million ounces spring valley gold project in Pershing County, Nevada.

Sailfish is listed on the TSX Venture Exchange under the symbol “FISH” and on the OTCQX under the symbol “SROYFPlease visit the Company’s website at www.sailfishroyalty.com for more information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Information

Certain information contained in this release constitutes “forward-looking information” within the meaning of Canadian securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: expects, plans, anticipates, believes, intends, estimates, projects, suppose, potential and similar expressions. Forward-looking statements also include references to events or conditions that will, may, may or are expected to occur, including, without limitation, statements regarding the expectation that the Term Loan Advance will not will have no material effect on the Company’s business and affairs and the Company’s plan to begin paying dividends. In making the forward-looking statements contained in this press release, the Company has applied certain factors and assumptions it believes to be reasonable, including that the Term Loan will be repaid on the terms and on the schedule specified in the Term Loan Agreement and that The company will start paying dividends. However, the forward-looking statements contained in this press release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied by such forward-looking statements, including, without limited to: that the term loan may not be repaid according to the terms or schedule specified in the loan agreement and the company may not begin paying dividends as planned by management or at all. 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 this information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statements, forward-looking information or financial outlook which are incorporated by reference herein, except in accordance with applicable securities laws.

SOURCE Sailfish Royalty Corp.

For more information: Cesar Gonzalez, CEO, tel. 203-862-7009 or Akiba Leisman, Executive Chairman of the Board, tel. 203-862-7059

Related links

http://www.sailfishroyalty.com/

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