Mr. Akiba Leisman reports
MAKO MINING COMPLETES ACQUISITION OF MT. HAMILTON IN NEVADA
Further to obtaining the approval of the shareholders of Mako Mining Corp. on March 3, 2026, Mako has completed the acquisition of 100 per cent of the legal registered membership interests of Mt. Hamilton LLC, the owner of the Mt. Hamilton project in Nevada, United States, from Sailfish Royalty Corp.
The acquisition was completed pursuant to the terms of the amended and restated purchase and sale agreement dated Feb. 14, 2026, among Sailfish, Mako and Mako U.S. Corp., and the amended and restated gold purchase agreement dated Feb. 14, 2026, between Mako and Sailfish.
Pursuant to the terms of the A&R gold purchase agreement, Mako will satisfy the $40-million (U.S.) purchase price for the acquisition through the grant to Sailfish of the following stream as consideration:
- During the initial 60 months of the stream, Sailfish will purchase from Mako approximately 341.7 troy ounces of gold per month at a price equal to 20 per cent of the London Bullion Market Association PM Fix price, subject to a floor of $2,700 (U.S.) per ounce and a cap of $3,700 (U.S.) per ounce; and
- During the final 72 months of the stream, Sailfish will purchase from Mako approximately 100 troy ounces of gold per month at a price equal to 20 per cent of the London Bullion Market Association PM Fix price.
Mako's obligations under the A&R gold purchase agreement will be secured in favour of Sailfish by first-ranking security interests over all current and future assets of Mako and certain of its subsidiaries that hold a direct or indirect interest in the Mt. Hamilton project.
Please refer to Mako news release dated Feb. 18, 2026, as well as the management information circular dated Dec. 23, 2025, as supplemented by the circular supplement dated Feb. 14, 2026, for further details of the acquisition and the transaction agreements. The transaction agreements, the circular and the supplement are each available for review under Mako's SEDAR+ profile.
Related-party transaction
As both Mako and Sailfish are controlled by Wexford Capital LP, or private investment funds controlled by Wexford, Sailfish is considered to be a related-party of Mako, and each of Mako and Sailfish is considered to be a related party of Wexford. As a result, the acquisition constituted a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Pursuant to Section 5.5(a) and 5.7(1) of MI 61-101, Mako was exempt from securities law requirements to obtain a formal valuation and minority approval of its shareholders for the related-party transaction under the requirements of MI 61-101 on the basis that the fair market value of the transaction is below 25 per cent of Mako's market capitalization, as determined in accordance with MI 61-101.
Advisers and counsel
Stifel Canada is acting as financial adviser to the special committee of Mako and was paid a $100,000 financial advisory fee. Cassels Brock & Blackwell LLP acted as Canadian legal counsel, and Spencer Fane LLP acted as U.S. legal counsel.
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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