The Silver Stream Agreement includes an option to purchase, after 12 of the 24-month term of the Silver Stream has passed, upon payment of
As Mako and Sailfish have a common control person, the Silver Stream was a 'related party transaction' under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'); however, Sailfish was exempt from the formal valuation requirements of MI 61-101 by virtue of the exemption contained in section 5.5(a) and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 as the fair market value of the consideration did not exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Silver Stream, which the Company deems reasonable. Mako and Sailfish are also non-arm's length parties (as defined in TSXV Policy 1.1) given that they share a common director and control person.
Convertible Debenture Private Placement
The Company is also pleased to announce that it has closed the previously announced non-brokered private placement (the 'Offering') of unsecured convertible debentures (each a 'Convertible Debenture') at a price of
Each Convertible Debenture bears interest at 10% per annum, from the date of issuance, payable semi-annually in arrears. The Convertible Debentures mature on the date that is 60-months from the date of issuance (the 'Maturity Date'). The Convertible Debentures are convertible, at the option of the holder, into common shares of the Company (each a 'Share') at a conversion price of
If at any time prior to the Maturity Date, the closing price of the Shares is greater than
Accrued interest will be paid, at the election of the Company, either: (i) in cash; or (ii) subject to the approval of the TSXV, through the issuance of Shares at a price per Share equal to the greater of: (A) the twenty day average closing price of the Shares on the TSXV immediately before the date the Shares are issued in satisfaction of accrued interest and (B) the closing price of the Shares on the TSXV on the date immediately before the date the Shares are issued in satisfaction of accrued interest.
The Offering was integral to the Silver Stream, and therefore the Company relied on the 'part and parcel pricing' exemption allowed by the TSXV. The Offering is subject to final approval of the TSXV. All securities issued in connection with the Offering, including the Shares underlying the Convertible Debentures, will be subject to a statutory four-month hold period.
The securities offered pursuant to the Offering have not been, and will not be, registered under the
About Sailfish
Sailfish is a precious metals royalty and streaming company. Within Sailfish's portfolio are three main assets in the
Contact:
Tel: 917-558-5289.
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 the expectation that the Company will receive all necessary approvals for the completion of the Silver Stream Agreement and Offering, including the final approval of the TSXV. 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 will receive all necessary approvals for the completion of the Silver Stream Agreement and Offering, including the final approval of the TSXV. 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 that the Company will not receive all necessary approvals for the completion of the Silver Stream Agreement or the Offering, including the final approval of the TSXV. 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 or forward-looking information contained herein, except in accordance with applicable securities laws.
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