Mr. Akiba Leisman reports
MAKO MINING ANNOUNCES C$35 MILLION BOUGHT DEAL PRIVATE PLACEMENT OF COMMON SHARES AND CONCURRENT C$15 MILLION NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES
Mako Mining Corp. has entered into an agreement with a syndicate of underwriters led by Stifel Canada and Cantor Fitzgerald Canada Corp. in connection with a bought deal private placement offering of 4,375,000 common shares of the company at a price of $8.00 per offered share (the issue price) for gross proceeds to the company of $35-million, with the offered shares to be issued pursuant to the listed issuer financing exemption (as defined below).
The company has granted to the underwriters an option, exercisable up to 48 hours prior to the closing date, to purchase for resale up to an additional 15 per cent of the offered shares to be sold under the brokered offering at the issue price. If this option is exercised in full, an additional $5.25-million in gross proceeds will be raised pursuant to the brokered offering and the aggregate gross proceeds of the brokered offering will be $40.25-million.
The company also announces that funds managed by Wexford Capital LP have indicated an intention to subscribe for 1,875,000 common shares of the company in a concurrent non-brokered private placement, on substantially the same terms as the brokered offering for gross proceeds to the company of up to $15-million. As a result, the total gross proceeds from the offering are expected to be $50-million.
The company intends to use the net proceeds from the offering for the ramp up of operations at the Moss Mine, the construction of the company's development assets, and for general working capital purposes.
The offering is expected to close on or about Oct. 28, 2025, and is subject to the company receiving all necessary regulatory approvals, including the conditional approval from the TSX Venture Exchange.
The company shall pay the underwriters a cash fee equal to 6 per cent of the gross proceeds of the brokered offering (the commission). Wexford's participation in the non-brokered offering constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions adopted in the policy. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the non-brokered offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the offered shares will be offered for sale (i) to purchasers resident in each of the provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and (ii) in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended. As the brokered offering is being completed pursuant to the listed issuer financing exemption, the offered shares issued to Canadian subscribers pursuant to the brokered offering will not be subject to a hold period pursuant to applicable Canadian securities laws. The private placement shares issued pursuant to the non-brokered offering will be subject to a hold period of four months and a day under applicable Canadian securities laws.
About Mako
Mining Corp.
Mako Mining 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 and offers district-scale exploration potential. Mako also owns the Moss mine in Arizona, an open pit gold mine in northwestern Arizona. Mako also holds a 100-per-cent interest in the preliminary-economic-assessment-stage Eagle Mountain project in Guyana, South America. Eagle Mountain is the subject of engineering, environmental and mine permitting activity.
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