Sailfish Royalty Corp. (TSXV: FISH | OTCQB: SROYF), a precious metals royalty and streaming company headquartered in Tortola, British Virgin Islands, announced on September 14, 2026 that it has entered into a non-binding letter of intent dated September 11, 2026 with Mako Mining Corp. to purchase refined gold over a term of 240 months. The transaction, if completed, would enable Sailfish to introduce a gold-price-linked quarterly dividend equivalent to one troy ounce of gold annually for every 18,000 shares held, as well as a one-time special dividend of US$1.00 per common share. Disinterested shareholder approval and TSX Venture Exchange acceptance are among the conditions required before closing.

Key Points

  • Sailfish Royalty Corp. (TSXV: FISH | OTCQB: SROYF) is a precious metals royalty and streaming company with assets in Nicaragua, Mexico, and an existing gold purchase agreement with Mako Mining Corp.
  • Sailfish signed a non-binding LOI with related party Mako Mining to purchase refined gold across a 240-month term structured in four escalating delivery tranches.
  • Sailfish will issue 70,000,000 shares to Mako at $5.76 per share based on a five-day VWAP; Mako would hold approximately 48.54% of issued shares upon closing.
  • Investors should watch for TSXV acceptance, shareholder approvals, a fairness opinion from INFOR Financial Inc., and execution of the definitive Gold Purchase Agreement.

Structure of the 240-Month Refined Gold Delivery Agreement

Under the LOI, Sailfish will purchase refined gold from Mako across four escalating tranches: 650 troy ounces per month until August 1, 2028; 750 troy ounces per month until February 1, 2031; 900 troy ounces per month until February 1, 2037; and 1,000 troy ounces per month for the remainder of the 240-month term. For each ounce delivered, Sailfish will pay Mako 25% of the London Bullion Market Association PM Fix price on the delivery date using its working capital. Mako's delivery obligations are secured against all present and after-acquired property of Mako, excluding the Mt. Hamilton Gold Silver Project, and are subordinate only to a prior gold purchase agreement dated February 14, 2026.

Share Issuance, Lock-Up Restrictions, and Related-Party Considerations

As consideration, Sailfish will issue 70,000,000 shares to Mako at $5.76 per share, which would give Mako approximately 48.54% of Sailfish's issued and outstanding shares. Beyond a statutory hold of four months and one day, the shares carry contractual transfer restrictions for 12 months, with 50% released every six months. Because Mako and Sailfish share a common control person, the transaction constitutes a related-party transaction under Multilateral Instrument 61-101, requiring disinterested shareholder approval. Sailfish intends to rely on an exemption from the formal valuation requirement under MI 61-101 subsection 5.5(b) because the shares are not listed on a specified market.

Gold-Linked Dividend Policy and Special Dividend Details

Upon closing, Sailfish anticipates raising its quarterly dividend to an amount equivalent to one-quarter troy ounce of gold per 18,000 shares, calculated using the trailing three-month average LBMA PM Fix price, making it effectively a gold-price-linked payment. The Board has also approved a one-time special dividend of US$1.00 per common share, payable following closing, with the shareholder record date set before closing. The company states that further details, including the record date and payment date, will be provided in a subsequent news release. The increased quarterly dividend is expected to commence following the transaction's close.

Normal Course Issuer Bid and Atrium Research Re-Engagement

Separately, the TSXV accepted Sailfish's notice of a Normal Course Issuer Bid allowing the company to repurchase up to 3,943,448 shares — representing 5% of shares outstanding as at August 24, 2026 — between September 17, 2026 and September 16, 2027, at prevailing market prices through Ventum Financial Corp. The company also re-engaged Atrium Research Corporation for sponsored research services at $6,000 per quarter for 12 months beginning September 11, 2026, subject to TSXV approval. Atrium and Sailfish are arm's-length parties, and Atrium holds no shares or options in Sailfish.