Mr. Paolo Lostritto reports

SAILFISH ENTERS INTO AMENDED AGREEMENTS WITH MAKO MINING FOR ENHANCED GOLD STREAM ON MT. HAMILTON PROJECT

Further to Sailfish Royalty Corp.'s news release dated Nov. 26, 2025, and Feb. 10, 2026, the company has entered into amended agreements with Mako Mining Corp. and Mako U.S. Corp. to restructure the consideration payable to Sailfish in connection with the disposition of all issued and outstanding membership interests of Mt. Hamilton LLC (MH LLC), which owns the permitted Mt. Hamilton gold-silver project located in White Pine county, Nevada, United States.

Pursuant to the amended and restated purchase and sale agreement dated Feb. 14, 2026, Sailfish will receive an amended gold stream in exchange for the transfer of legal title to the MH LLC interests, replacing the previously announced five-year gold stream and subsequent 2-per-cent NSR (net smelter return) royalty.

Amended gold stream

Pursuant to the terms of the amended stream agreement dated Feb. 14, 2026, Sailfish will receive a gold stream for an aggregate term of 132 months from the date of the second closing, structured as follows:

1. During the initial 60 months of the term, a monthly delivery of gold whereby Sailfish will purchase from Mako 341.7 troy ounces of gold at a price equal to 20 per cent of the London Bullion Market Association PM Fix price, but in any event not less than $2,700 (U.S.) per ounce of gold and not more than $3,700 (U.S.) per ounce of gold.
2. During the final 72 months of the term, a monthly delivery of gold whereby Sailfish will purchase from Mako 100 troy ounces of gold at a price equal to 20 per cent of the London Bullion Market Association PM Fix price with no ceiling or floor limitations associated with such price.

Mako may satisfy its obligations in respect of the delivery of all or a portion of the gold payable pursuant to the amended stream through the delivery of refined gold from any source (excluding the property), including the delivery of any London Bullion Market Association gold delivery bars in the relevant quantity. The amended stream will be secured against all present and after-acquired property of Mako, in addition to specific guarantees and pledges relating to an encumbrance by Sailfish over the property. The deemed purchase price of the amended stream is $40-million (U.S.) (comprising $33-million (U.S.) for the initial 60-month term and $7-million (U.S.) for the final 72-month term), with such deemed purchase price satisfied through the transfer of legal title to the MH LLC interest from Sailfish to Mako.

In connection with the amended disposition agreement, the company has also entered into a termination agreement dated Feb. 14, 2026, with Mako and Mako U.S. to terminate the previously announced 2-per-cent NSR royalty agreement.

The second closing remains subject to customary closing conditions, including acceptance of the TSX Venture Exchange, approval of the company's shareholders and approval of Mako's shareholders. Pursuant to the amended disposition agreement, the outside date for completion of the second closing is March 16, 2026, or such other date as may be agreed in writing by the parties.

A copy of the amended disposition agreement and the amended stream agreement will be available under the company's profile at SEDAR+.

Rationale for the amended agreements

The restructured transaction increases the certainty and timing of payments to Sailfish by uncoupling such payments from production on the property. The 11-year amended stream provides Sailfish with both immediate and long-term cash flow, and positions Sailfish for a smoother, more consistent growth trajectory. This revenue helps bridge the period leading up to the commencement of cash flows from the Spring Valley NSR, which are anticipated to begin in 2028.

Related party transaction

As Mako and Sailfish have a common control person, the disposition constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemption from the formal valuation requirement pursuant to Subsection 5.5(b) of MI 61-101 as the common shares of the company are not listed on a specified market. The company is not exempt from minority shareholder approval requirements and disinterested shareholder approval will be required for the amended disposition agreement pursuant to MI 61-101 and the policies of the TSX-V.

Shareholder meeting details and supplement to information circular

The company further announces that it has filed a supplement to its management information circular dated Jan. 6, 2026. The supplement provides additional information on the background to the transaction and further information regarding the restructured consideration, the amended disposition agreement and the amended stream agreement. The supplement should be read in conjunction with the circular. The supplement is available on the company's website, on the company's profile on SEDAR+ and will be mailed to shareholders of record as of Jan. 6, 2026.

As announced by the company on Feb. 9, 2026, the annual general and special meeting of shareholders has been postponed to March 3, 2026, to allow Sailfish's shareholders reasonable time to consider the supplement and vote on the proposed disposition. The record date for determining Sailfish shareholders eligible to vote at the meeting remains Jan. 6, 2026.

Deadline to deposit proxies

The deadline for Sailfish shareholders to return their completed proxies or voting instruction forms has been extended to 10 a.m. on Feb. 27, 2026 (Vancouver time). The form of proxy and voting instruction form that were mailed to shareholders in January remain valid. Shareholders who have already submitted a form of proxy or voting instruction form and do not wish to change their vote need not take any further action. Shareholders continue to have the right to revoke or change their proxies prior to 10 a.m. on Feb. 27, 2026 (Vancouver time). In order to revoke a proxy previously delivered by an intermediary or its agent, on their behalf, beneficial shareholders should carefully follow any revocation instructions set forth on the voting instruction form provided to them by their intermediary or agent.

Recommendation of the board

The special committee of the company comprised of Walter Reich, Alessandro Palladino and Paolo Lostritto have unanimously recommended that the board of directors of the company approve the amended disposition agreement and amended stream agreement. After receiving legal and financial advice, the recommendation of the special committee and after taking into account the alternatives available to the company, the board unanimously determined that the amended disposition agreement and amended stream agreement are in the best interests of the company and is fair to the company's shareholders. Accordingly, the board unanimously recommends that the company's shareholders vote for the proposed disposition.

About Sailfish Royalty Corp.

Sailfish is a precious metals royalty and streaming company. Within Sailfish's portfolio are three main assets in the Americas: a gold stream equivalent to a 3-per-cent NSR (net smelter return) on the San Albino gold mine (approximately 3.5 square kilometres) and a 2-per-cent NSR on the rest of the area (approximately 134.5 square km) surrounding San Albino in northern Nicaragua; an up to 3-per-cent NSR on the fully permitted multimillion ounce Spring Valley gold mine project in Pershing county, Nevada; and a 2-per-cent NSR on the Gavilanes silver project located in Durango state, Mexico.

Sailfish is listed on the TSX Venture Exchange under the symbol FISH and on the OTCQB under the symbol SROYF.

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