TORONTO, Feb. 24, 2026 /CNW/ - Wexford Capital LP ("Wexford") announced today that it will file an updated early warning report under applicable Canadian securities laws on behalf of Wexford Spectrum Trading Limited ("WST"), Wexford Catalyst Trading Limited ("WCT"), Wexford Focused Trading Limited ("WFT") and Debello Trading Limited ("DT" and, together with WST, WCT and WFT, the "Wexford Funds"), private investment funds managed by Wexford, in respect of the common shares ("Shares") of Sailfish Royalty Corp. ("Sailfish").
On February 23, 2026, Sailfish entered into a share purchase agreement (the "Purchase Agreement") with OR Royalties Inc. ("OR Royalties") pursuant to which Sailfish has agreed to sell to OR Royalties (the "Transaction") all of the issued and outstanding shares of Terraco Gold Corp. ("Terraco Gold"), a wholly owned subsidiary of Sailfish.
Terraco Gold, through its subsidiaries, holds:
an up to 3% net smelter return royalty on Solidus Resources' Spring Valley gold project in Pershing County, Nevada, USA (the "Spring Valley Royalty"); and a 2% net smelter return royalty on Solidus Resources' Moonlight property in Nevada, USA (the "Moonlight Royalty" and, together with the Spring Valley Royalty, the "Royalties").
As the Transaction will be a disposition of more than 50% of the Sailfish's assets, it constitutes a "reviewable transaction" pursuant to Policy 5.3 of the TSX Venture Exchange (the "TSXV") and is subject to customary closing conditions, including acceptance by the TSXV and approval by Sailfish's shareholders.
In connection with such shareholder approval, the Wexford Funds delivered written consents in respect of the Transaction to Sailfish, OR Royalties and the TSXV (the "Shareholder Consents"), pursuant to which the Wexford Funds consented to the completion of the Transaction and confirmed that if a meeting of shareholders of Sailfish is called to consider a resolution approving the Transaction, they will vote all of their Shares in favour of such resolution, and will vote against any other matter which may delay, hinder or impede the Transaction.
Immediately before and after the delivery of the Shareholder Consents, the Wexford Funds beneficially owned an aggregate of 50,539,707 Shares, representing approximately 66.28% of the issued and outstanding Shares. The Wexford Funds may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or may continue to hold the securities of Sailfish.
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The head office of Sailfish is located at Sea Meadow House, P.O. Box 116 Road Town, Tortola, British Virgin Islands, VG1110. The address of the Wexford Funds is c/o Maples Group, Ugland House, South Church Street, P.O. Box 309, George Town, Grand Cayman, Cayman Islands.
About Wexford Capital LP
Wexford is an SEC registered investment advisor based in West Palm Beach, Florida and Greenwich, Connecticut, with approximately US$1.4 billion of assets under management. Wexford has particular expertise in the energy/natural resources sector with actively managed investments in mining, oil and gas exploration and production, energy services, coal and related sectors.
Neither TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Cision
View original content: http://www.newswire.ca/en/releases/archive/February2026/24/c5249.html
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WEXFORD UPDATES EARLY WARNING DISCLOSURE FOR SAILFISH ROYALTY CORP.
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