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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
Newsfileยท 2025-11-26 22:00
Core Viewpoint - Sailfish Royalty Corp. has successfully closed its acquisition of the permitted Mt. Hamilton Gold-Silver Project in Nevada and has entered into a definitive agreement for a five-year gold stream and a subsequent 2% net smelter royalty (NSR) [1][2] Acquisition Details - The acquisition includes a five-year gold stream where Sailfish will receive approximately 341.7 troy ounces of gold monthly at a price equal to 20% of the London Bullion Market Association PM Fix price, with a minimum of US$2,700 and a maximum of US$3,700 per ounce [3] - Sailfish has also acquired the outstanding membership interests of Mt. Hamilton LLC, which owns the property, from a third party [2] Financial Arrangements - To fund the acquisition, Sailfish has entered into a credit agreement for a USD$40 million senior secured bridge term facility with Wexford Capital LP and other guarantors [6][10] - The company will use the Wexford Loan to fund the purchase price for the acquisition and to purchase the Company Interests as a nominee for Mako US [7] Regulatory and Shareholder Approvals - The closing of the Mako Transaction is subject to customary closing conditions, including acceptance from the TSX Venture Exchange and approval from both Sailfish's and Mako's shareholders [4][9] - A special meeting of shareholders is expected to be held by February 2026 to consider the Mako Transaction, requiring a simple majority for approval [13][14] Related Party Transactions - The Mako Transaction is classified as a "related party transaction" due to common control between Mako and Sailfish, necessitating disinterested shareholder approval [9][12] - The Wexford Loan is also considered a related party transaction, but it is deemed to be on reasonable commercial terms [12] Project Status - The Mt. Hamilton Project 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 [5]