Wednesday, August 21, 2019

BVI company completed acquisition of Terraco Gold

BVI-incorporated Sailfish Royalty announced completion of the previously announced acquisition with Terraco Gold Corp. As previously agreed, the BVI company has acquired all of the issued and outstanding shares of Terraco, in exchange for consideration of 0.12 of a common share of Sailfish for each Terraco share. The consolidated growth-oriented Royalty Company will hold an array of precious metals royalties, ranging from the exploration stage through to production, geographically diversified within Nevada, Mexico, Brazil and Nicaragua.

Former Terraco shareholders will hold approximately 37.2% of the issued and outstanding common shares of Sailfish. The outstanding options of Terraco have been adjusted in accordance with their terms and the Exchange Ratio such that 1,626,120 outstanding options of Sailfish have been reserved for exercise.

Also, the BVI company announced that it has repaid in full the US$12,031,055 outstanding senior unsecured convertible debenture held by Solidus Resources, LLC, the wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP. Shares of Terraco were delisted from the TSX Venture Exchange at close of business on August 20, 2019.

Concurrently with the closing of the Arrangement, Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited loaned Sailfish US$12,031,055, the proceeds of which were used by Sailfish on behalf of TGC Holdings Ltd. , a wholly-owned subsidiary of Terraco, to repay the Debenture.