Sailfish Announces Gold-Pegged Loan Agreement to Mako Mining Corp.

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TORTOLA, British Virgin Islands, August 30, 2021 / CNW / – Sailfish Royalty Corp. (TSXV: FISH) (OTCQX: SROYF) (“Company” or “Sailboat“) is pleased to announce that it has entered into a loan agreement with Mako Mining Corp. (“Mako“) from August 27, 2021 (“Loan agreement“), in accordance with which the Company agreed to provide US $ 8 million unsecured term loan tied to gold (“Term loan“) Mako.

Sailfish Royalty Corp.  - flows of precious metals and royalties in the Americas (CNW Group / Sailfish Royalty Corp.)

Sailfish Royalty Corp. – flows of precious metals and royalties in the Americas (CNW Group / Sailfish Royalty Corp.)

The proceeds from the Time Loan will be used by Mako to refinance its existing short-term debt, in particular to repay all outstanding principal and accrued interest for a total of approximately US $ 6.2 million thanks to the Nebari Resources Credit Fund I, LP (“Nebari“) and approximately USD 1.8 million principal amount of debt from funds managed by Wexford Capital LP (“Wexford“).

As compensation for providing the Time Loan to Mako, Sailfish is entitled to certain monetary compensation based on the prevailing gold price (“Compensation to the creditorMako will make 24 monthly cash payments to Sailfish against the Term Loan principal and the Lender’s Compensation, which must be equal to the cash equivalent of 205 ounces of gold multiplied by the previous month’s average gold price with the minimum level USD 1,750 and ceiling 2000 USD in accordance with the terms of the Loan Agreement. The term loan has no operating negative covenants or balance sheet covenants, and there are no restrictions on dividends and / or share repurchases.

Upon the occurrence of an event of default under the Loan Agreement, all outstanding amounts, including applicable premiums, are due immediately, and interest on such amounts will be charged at a rate of 12% per annum, accruing daily and payable to the Company upon request. …

The Company has sufficient cash, therefore it does not expect that the receipt of the Term Loan will have a significant impact on the business and affairs of the Company.

Cesar GonzalezThe CEO of Sailfish states that “this gold-related loan is win-win for both companies. Sailfish achieves attractive profitability with loss protection and upside potential to support the Company’s dividend plans; while Mako could refinance existing short-term debt and use a more aggressive exploration budget, especially in Las Conchitas and the surrounding sites, where Sailfish has a 2% NSR. ”

Versatile tool 61-101

Wexford, Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited hold, either directly or through an affiliate, in aggregate the majority of the outstanding common shares of the Company and Mako, and therefore the Time Loan is a “related party transaction” under the Multilateral instrument 61-101 Protection of minority holders of securities in special transactions (“MI 61-101”). The Board of Directors of the Company (hereinafter – “Board“) determined that the Term Loan would not be subject to the formal valuation requirements of MI 61-101 as it is not a related party transaction as described in paragraphs (a) – (g) of the definition of“ related party transaction. “and in addition, the Term Loan will be exempted from the minority approval requirements in MI 61-101 subject to the exception set out in sections 5.7 (1) (a) of MI 61-101, and therefore the Board determined that Term loan does not exceed 25% of the market capitalization of the Company. Cesar Gonzalez and Akiba Leisman, as directors and / or officers of the Company, abstained from voting on Board decisions approving the Term Loan. The Company did not submit a report of significant changes more than 21 days before the expected closure of the Term Loan, as the terms of the Term Loan were settled shortly before the closure and the Company and Mako wished to close the Term Loan on an expedited basis. basis for sound business considerations.

About Sailfish

Sailfish is a precious metals and streaming company. The Sailfish portfolio has two main assets in America: gold flow equivalent to 3% of the NSR at the San Albino gold mine (~ 3.5 sq. Km) and 2% of the NSR in the rest of the territory (~ 134.5 sq. Km). ) around San Albino in the north Nicaragua; and up to 3% NSR per multimillion ounces Spring valley gold project in Pershing County, Nevada

Sailfish is listed on the TSX Venture Exchange under the symbol “A FISH“and on OTCQX under the symbol”SROYF“. Visit the company’s website at www.sailfishroyalty.com for more information.

Neither TSX Venture Exchange nor its Regulatory Service Provider (as the term is defined in the TSX Venture Exchange policy) is responsible for the adequacy or accuracy of this release.

Forward-looking information warning

Certain information disclosed in this release is “forward-looking information” within the meaning of Canadian securities laws. Forward-looking statements are statements that are not historical facts and are usually, but not always, identified by words such as expects, plans, expects, believes, intends, estimates, projects, assumptions, potential and similar expressions. Forward-looking statements also include references to events or conditions that will, may, may or should occur, including, but not limited to, statements regarding the expectation that obtaining a Term Loan will not materially affect the Company’s business and the Company’s affairs and dividend payment plan. … In making forward-looking statements in this press release, the Company has applied certain factors and assumptions that, in its opinion, are reasonable, including that the Term Loan will be repaid within the terms and conditions specified in the Term Loan Agreement and that the Company will begin to repay dividends. However, the forward-looking statements in this press release are subject to numerous risks, uncertainties and other factors that could cause future results to differ materially from those expressed or implied in such forward-looking statements, including, but not limited to: that a Term Loan may are not payable on the terms or within the timeframe specified in the Loan Agreement, and the Company is unable to start paying dividends as management expected, or at all. There is no guarantee 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 the use of such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statements, forward-looking information or financial projections that are incorporated herein by reference, except in accordance with applicable securities laws.

SOURCE Sailfish Royalty Corp.

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