00:52:35 EDT Fri 03 May 2024
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Goldsource Mines Inc (2)
Symbol GXS
Shares Issued 59,796,680
Close 2024-03-25 C$ 0.395
Market Cap C$ 23,619,689
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Mako Mining to acquire Goldsource Mines

2024-03-26 09:10 ET - News Release

See News Release (C-MKO) Mako Mining Corp (2)

Mr. Akiba Leisman of Mako Mining reports

MAKO MINING TO ACQUIRE GOLDSOURCE MINES CREATING A SCALABLE DIVERSIFIED GOLD PRODUCER WITH A PLATFORM FOR GROWTH

Mako Mining Corp. and Goldsource Mines Inc. have entered into an arrangement agreement, pursuant to which Mako will acquire all of the issued and outstanding common shares of Goldsource in exchange for common shares of Mako by way of a plan of arrangement.

The transaction will create a company that will combine Mako's highly profitable Nicaraguan gold operations and mine-building team with Goldsource's 100-per-cent-owned Eagle Mountain gold project in Guyana, South America. The combined company will bring together an experienced management team, proven in the construction and operation of scalable mines with low-capital-intensity profiles and which has discovered new precious metal deposits across multiple jurisdictions over the past two decades. The new Mako will have the cash flow, project pipeline, proven management team and district-scale exploration potential that will enhance Mako's current growth trajectory while creating a platform for rapid growth. Further details of the transaction are outlined as follows.

Transaction highlights:

  • Geographic diversification and enhanced growth pipeline by combining Mako's high-grade and low-cost mining operations with Goldsource's low capital intensity Eagle Mountain project. Significant combined mineral endowment with district-scale exploration potential in both Nicaragua and Guyana
  • Leveraging Mako's proven engineering and construction teams to accelerate the development of Eagle Mountain. The January 2024 Preliminary Economic Assessment ("PEA") for Eagle Mountain demonstrated potential for robust economics via a phased development plan with an after-tax internal rate of return ("IRR") of 57 per cent and an after-tax net present value ("NPV") discounted at 5 per cent of US$292 million at US$1,850 per ounce ("oz").[1] The shallow open pit plan with an anticipated 15-year mine life is well suited for Mako's operating team
  • Mako's robust free cash flow generation and access to capital help accelerate and derisk the development of Eagle Mountain. Upon completion of the Transaction, it is anticipated that cash flow from Mako's San Albino mine ("San Albino") in Nicaragua and its access to capital will be utilized to accelerate the development at Eagle Mountain and to reach a production decision as soon as practicable
  • Geological similarities between assets leverages recent mine building experience with near term development opportunities. Both San Albino and Eagle Mountain benefit from the advantageous geological structure of shallow dipping ore bodies, allowing for streamlined extraction processes and maximizing resource recovery. The plant flow sheet recommended for Eagle Mountain is nearly identical to the plant that Mako designed, engineered and successfully built themselves, which is expected to greatly reduce operational risk and potential for capex overruns
  • Proven team and Board of Directors unlocking synergies & creating value - Post Transaction, the consolidated company will be led by a strengthened board and management team to be comprised of Eric Fier (Chairman), Akiba Leisman (CEO), Steve Parsons (President) and Jesse Munoz (COO), with a proven track record and in-country expertise, including exploration success, mine building, operations, community engagement and monetization
  • Expanded capital markets presence & institutional shareholder base including key strategic investors - Concurrent with the execution of the Arrangement Agreement, funds managed by Wexford Capital LP (collectively, "Wexford"), Mako's largest shareholder, have provided Goldsource with a C$2 million bridge loan (the "Bridge Loan") to fund anticipated activities at Eagle Mountain through the completion of the Transaction.

Akiba Leisman, Chief Executive Officer of Mako, commented: "This Transaction is a true "hand-in-glove" partnership. The scalability of Goldsource's Eagle Mountain is a direct analogue to that of Mako's San Albino mine. Both properties have district scale potential, with the ability to unlock that potential through cash flow. The teams have worked together as colleagues going back nearly two decades, which is expected to make integration of the two companies seamless. Lastly, this Transaction is the establishment of a platform for growth. The combined attributes of both companies are significantly better than what each individually brings to the table, and we expect to utilize this platform to grow Mako accretively and significantly."

Goldsource Executive Chairman, Eric Fier, CPG, P.Eng, stated, "Mako's successful approach to the development of the San Albino mine is something we watched closely during the 2020-2022 period, due in part because it is analogous to our plans for the development of Eagle Mountain, but also because we know Jesse Munoz and his construction team from prior projects that we've been involved with. This team has a solid track record and many decades of experience building mines, which is a unique offering for a junior gold producer and one that we believe is a great fit for our phased development plans at Eagle Mountain."

Goldsource Chief Executive Officer, Steve Parsons, P.Eng, stated, "The business combination with Mako offers Goldsource shareholders direct exposure to gold production and cash flow from the San Albino mine. The significant broadening of technical bandwidth, including Mako's mine development and construction expertise, is expected to expedite the timeline for establishing the Eagle Mountain Project as a near-term, low capital intensity development opportunity. Additionally, the business combination affords Goldsource shareholders exposure to Mako's aggressive exploration program at the high-grade San Albino mine and to the district-scale exploration potential which covers 28 km of prospective strike."

Benefits to Goldsource Shareholders:

  • Meaningful upfront premium of approximately 40.9 per cent based on spot and approximately 52.1 per cent based on Mako's and Goldsource's 20-day volume-weighted average price on the TSX Venture Exchange (the "TSXV") as at March 25, 2024
  • Clear path to over 100,000 ounces per year of gold production with a demonstrated record of fiscal discipline and history of shareholder value creation
  • Access to a strong balance sheet and robust cash flow generation to rapidly advance Eagle Mountain while funding exploration initiatives
  • Exposure to the San Albino-Murra gold district with over 28 km of strike length, with orogenic style gold mineralization across hundreds of targets identified within the ~188 km2 land package
  • Backing by key strategic investors, notably Wexford, which will be providing the Bridge Loan to fund near-term anticipated activities at Eagle Mountain
  • With the consolidation of management and resources, Goldsource's shareholders gain exposure to an accelerated timeline to Eagle Mountain development by securing access to a well-capitalized gold producer with mine building expertise

Benefits to Mako Shareholders:

  • Addition of a high-quality gold asset in Guyana, a mining friendly country undergoing rapid growth and development, which is expected to enhance Mako's operating platform
  • Exposure to robust project economics from the January 2024 PEA outlining an after-tax IRR of 57 per cent and an after-tax NPV discounted at 5 per cent of US$292M[2]
  • Jurisdiction diversification reducing risk concentration associated with individual projects or regions
  • Exposure to an expected 15-year mine life, with a phased development plan and resources of 1,183,000 ounces of gold grading 1.18 g/t in indicated mineral resources, and an additional 582,000 ounces of gold grading 0.98 g/t in inferred mineral resources[3].
  • Accretive on key operating and financial per share metrics

Transaction Terms

Pursuant to the terms and conditions of the Arrangement Agreement, the holders of the issued and outstanding Goldsource Shares will receive 0.2200 of a common share of Mako (each whole share, a "Mako Share") for each Goldsource Share held (the "Exchange Ratio"). Goldsource stock options ("Goldsource Options") that are outstanding immediately prior to the completion of the Transaction shall immediately vest and be exchanged for replacement options of Mako exercisable to acquire Mako Shares in accordance with the Exchange Ratio. Outstanding warrants of Goldsource will become exercisable, based on the Exchange Ratio,to purchase Mako Shares on substantially the same terms and conditions. The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Upon completion of the Transaction, Mako will continue to be listed as a Tier 1 mining issuer on the TSXV under the same name and ticker symbol (MKO), and its common shares will continue to be quoted on the OTCQX under the same ticker symbol (MAKOF). Upon completion of the Transaction, the existing shareholders of Mako will own approximately 84 per cent of Mako and the existing shareholders of Goldsource will own approximately 16 per cent of Mako.

As a result of the Transaction, Wexford's current ownership of Mako will be reduced from approximately 54.5 per cent to approximately 45.6 per cent.

The Arrangement Agreement contains customary deal-protection provisions including mutual non-solicitation covenants and a right of either party to match a superior proposal as defined in the Arrangement Agreement. Under certain circumstances, Mako or Goldsource may be entitled to a termination fee of C$1,350,000.

Officers and directors of Goldsource which hold approximately 4.5 per cent of the outstanding Goldsource Shares and approximately 67.8 per cent of the outstanding Goldsource Options, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Goldsource Shares and Goldsource Options in favour of the Transaction.

Complete details of the Transaction will be included in a management information circular to be prepared by Goldsource and delivered to Goldsource securityholders in the coming weeks.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Conditions to Completion

The completion of the Transaction is subject to a number of terms and conditions, including without limitation the following: (a) approval of the Goldsource securityholders, as described below; (b) approval of the TSXV; (c) approval of the British Columbia Supreme Court; (d) there being no material adverse changes in respect of either Mako or Goldsource; and other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied.

The Transaction is subject to the approval at a special meeting of Goldsource securityholders by (i) 662/3 per cent of the votes cast by Goldsource shareholders, (ii) 662/3 per cent of the votes cast by Goldsource shareholders and optionholders, voting as a single class, and (iii) a simple majority of the votes cast by Goldsource shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Bridge Loan

Concurrent with the execution of the Arrangement Agreement, Wexford, Mako's largest shareholder, provided Goldsource with the Bridge Loan in the amount of C$2,000,000 to fund anticipated activities of Goldsource at Eagle Mountain between the date hereof and the closing of the Transaction. The Bridge Loan is unsecured and will bear interest at a rate of 12 per cent per annum, payable semi-annually, and will mature on March 26, 2025 (the "Maturity Date"). In the event that the Transaction has not been completed prior to the Maturity Date (other than as a result of a superior proposal of Mako or material breach by Mako of its representations, warranties and covenants under the Arrangement Agreement), the Bridge Loan will be repayable by Goldsource at 105 per cent of par value, plus accrued interest.

Board of Directors and Management

Upon closing of the Transaction, the board of directors of Mako (the "Resulting Board") is expected to be comprised of seven (7) members, including two (2) nominees from Goldsource. Akiba Leisman will continue in his role as CEO of Mako, and Steve Parsons, current CEO of Goldsource, will become President of Mako. The head office will continue to be in Vancouver, Canada.

The Resulting Board is expected to be led by Eric Fier, as non-executive chairman, and is anticipated to include John Hick, Mario Caron, John Pontius, and a second Goldsource Nominee as independent directors, and Akiba Leisman and Paul Jacobi as non-independent directors. Mako also anticipates the addition of Mr. Ioannis Tsitos (currently President of Goldsource) and Rael Lipson (currently an independent director of Mako) in a technical advisory role.

Transaction Timeline

Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction in Q2 2024. Following completion of the Transaction, Goldsource Shares will be de-listed from the TSXV and Goldsource will become a wholly-owned subsidiary of Mako and cease to be a reporting issuer under Canadian securities laws.

Recommendations by the Boards of Directors and Fairness Opinions

After consultation with its financial and legal advisors, the board of directors of Mako unanimously approved the entering into of the Arrangement Agreement. Eight Capital provided a fairness opinion to the board of directors of Mako, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid by Mako is fair, from a financial point of view, to Mako.

After consultation with its financial and legal advisors, the board of directors of Goldsource (the "Goldsource Board") unanimously approved the entering into of the Arrangement Agreement. The Goldsource Board recommends that Goldsource securityholders vote in favour of the Transaction. SCP Resource Finance LP provided a fairness opinion to the Goldsource Board, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Goldsource shareholders under the Transaction is fair, from a financial point of view, to such Goldsource shareholders.

Advisors and Counsel

Eight Capital is acting as financial advisor to Mako, and Cassels Brock & Blackwell LLP is acting as legal counsel to Mako.

SCP Resource Finance LP is acting as financial advisor to Goldsource, and Koffman Kalef LLP is acting as legal counsel to Goldsource.

Qualified Persons

John Rust, SME, is a "qualified person" within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the scientific and technical information in this news release on behalf of Mako. Mr. Rust has verified the data disclosed in this news release and no limitations were imposed on his verifications process.

Eric Fier, CPG, P.Eng, Executive Chairman of Goldsource, is a "qualified person" within the meaning of NI 43-101 and has reviewed and approved the scientific and technical information in this news release on behalf of Goldsource. Mr. Fier has verified the data disclosed in this news release and no limitations were imposed on his verifications process.

Mr. Fier has also reviewed the technical report entitled "Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana" dated March 1, 2024, with an effective date of January 16, 2024, which is available under Goldsource's profile at www.sedarplus.ca, on behalf of Mako. To the best of Mako's knowledge, information, and belief, there is no new material scientific or technical information that would make the disclosure of the PEA inaccurate or misleading.

AboutMako

Mako Mining Corp. is a publicly listed gold mining, development and exploration company. The Company operates the high-grade San Albino gold mine in Nueva Segovia, Nicaragua, which ranks as one of the highest-grade open pit gold mines globally. Mako's primary objective is to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package.

About Goldsource

Goldsource Mines Inc. (www.goldsourcemines.com) is a Canadian exploration company focused on the 100 per cent-owned Eagle Mountain gold project in Guyana, South America. The Company is led by an experienced management team, proven in making precious metals exploration discoveries and executing on phased project development in the Americas.

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