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Mako Mining Corp (2)
Symbol MKO
Shares Issued 80,102,756
Close 2025-10-28 C$ 7.41
Market Cap C$ 593,561,422
Recent Sedar+ Documents

Mako closes $40.25M offering, $15M private placement

2025-10-28 19:26 ET - News Release

Mr. Akiba Leisman reports

MAKO MINING ANNOUNCES CLOSING OF C$40.25 MILLION BOUGHT DEAL PRIVATE PLACEMENT OF COMMON SHARES AND CONCURRENT C$15 MILLION NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES

Mako Mining Corp. has closed its previously announced bought deal common share offering, including the full overallotment option, through Stifel Canada and Cantor Fitzgerald Canada Corp., as co-lead underwriters, pursuant to which the company has issued 5,031,250 common shares of the company for gross proceeds to the company of $40.25-million.

The company also announces that it has closed its previously announced concurrent non-brokered private placement of common shares of the company to funds managed by Wexford Capital LP, pursuant to which the company has issued 1,875,000 concurrent placement shares for gross proceeds to the company of $15-million.

The LIFE (listed issuer financing exemption) offered shares and the concurrent placement shares have been listed on the TSX Venture Exchange.

The company intends to use the net proceeds of the offering for the ramp-up of operations at the Moss mine, for the construction of the company's development assets and for general working capital purposes.

The LIFE offered shares were issued pursuant to: (i) the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption; and (ii) and in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The concurrent placement shares were issued on a private placement basis to Wexford outside Canada pursuant to OSC Rule 72-503, Distributions Outside Canada. Neither the LIFE offered shares nor the concurrent placement shares are subject to a hold period under applicable Canadian securities laws. The offering document with respect to the brokered offering is available on the company's profile on SEDAR+.

As consideration for their services in connection with the brokered offering, the underwriters have received a cash commission of $2,415,000 equal to 6.0 per cent of the gross proceeds of the brokered offering.

Wexford's participation in the non-brokered offering constitutes a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, adopted in the policy. The company has relied 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). A material change report in connection with the offering will be filed less than 21 days in advance of the closing of the non-brokered offering, which the company deemed reasonable in the circumstances so as to be able to avail itself of the potential financing opportunity and complete the non-brokered offering in an expeditious manner.

Early warning disclosure

Wexford, which is Mako's largest shareholder, is providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws.

Wexford Catalyst Trading Ltd. (WCT), Wexford Focused Trading Ltd. (WFT), Wexford Spectrum Trading Ltd. (WST) and Debello Trading Ltd. (DT), private investment funds managed by Wexford, acquired ownership of the 1,875,000 concurrent placement shares in the non-brokered offering.

Despite the acquisition of the concurrent placement shares, the overall securityholding of the Wexford funds in Mako decreased as a result of the issuance of additional common shares of Mako as part of the brokered offering. Immediately prior to closing of the offering, the Wexford funds beneficially owned an aggregate of 38,234,072 Mako shares, representing approximately 47.73 per cent of the then issued and outstanding Mako shares. Immediately following the closing, the Wexford funds beneficially owned an aggregate of 40,109,072 Mako shares, representing approximately 46.10 per cent of the issued and outstanding Mako shares, and a decrease of approximately 2.05 per cent since Wexford's last early warning report in respect of its Mako shares.

The Mako shares were acquired for investment purposes. The Wexford funds may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or continue to hold the securities of Mako.

An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ under Mako's profile, or may be obtained directly upon request by contacting Wexford.

About Mako Mining Corp.

Mako 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 PEA-stage (preliminary economic assessment) Eagle Mountain project in Guyana, South America. Eagle Mountain is the subject of engineering, environmental and mine permitting activity.

About Wexford Capital LP

Wexford Capital is an SEC-registered (U.S. Securities and Exchange Commission) investment adviser based in West Palm Beach, Fla., and Greenwich, Conn., with approximately $1.2-billion (U.S.) 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.

For further information about Wexford or to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the matters referred to in this news release, please contact Wexford Capital, 777 South Flagler Dr., West Palm Beach, Fla., 33401, telephone: 203-862-7000, contact: Mark Ahern.

The head office of Mako is located at 838 West Hastings St., Suite 700, Vancouver, B.C., V6C 0A6. The address of WCT, WFT, WST and DT is: care of Maples Corporate Services Ltd., Ugland House, South Church Street, PO box 309, Grand Cayman, KY1-1104, Cayman Islands.

We seek Safe Harbor.

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