MAKO MINING CORP. (:MKO) Mako Closes Silver Stream with Sailfish and Significantly Increases Working Capital by Repaying Principal and Extending Maturity of Remaining Debt

Transparency directive : regulatory news

25/05/2023 14:00

VANCOUVER, BC / ACCESSWIRE / May 25, 2023 / Mako Mining Corp. (TSX-V:MKO)(OTCQX:MAKOF) ("Mako" or the "Company") is pleased to announce that the Company has closed its previously announced 24-month silver stream (the "Silver Stream") with Sailfish Royalty Corp. ("Sailfish") for US$6.0 million in cash pursuant to a silver stream agreement dated May 24th, 2023 (the "Silver Stream Agreement"). For more details on the Silver Stream, please refer to the Company's news release dated March 2nd, 2023 and material change report dated March 8th, 2023.The proceeds from the Silver Stream will be used to repay the majority of the principal remaining on the Wexford Loan (as defined below) and for general working capital needs.

Furthermore, the maturity date for the repayment of all remaining principal and accrued interest owing by Mako under the Wexford Loan has been extended for an additional year to March 31st, 2025, with no additional costs to shareholders, thereby providing the Company with a more flexible balance sheet and strengthening the Company's current working capital position.

As Mako and Sailfish have a common control person being Wexford Capital LP, and a common director, being Akiba Leisman, the Silver Stream transaction is a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the extension of the maturity date under the Wexford Loan is also a related party transaction given Wexford LP is a control person of Mako. The process and completion of the transactions was reviewed and approved by the independent directors of Mako, with Mr. Leisman having declared his interests as a common director of Mako and Sailfish, and Mr. Paul Jacobi having declared his interests as a partner of Wexford Capital LP. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, each of the transactions, insofar as they involve the related parties, is expected to exceed 25% of the Company's market capitalization, as determined under MI 61-101. Mako and Sailfish are also non-arm's length parties (as defined in TSX Venture Exchange Policy 1.1) given that they share a common director and control person.

Extension of Wexford Loan

Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited and Debello Trading Limited (collectively, the "Lenders") and Wexford Capital LP, as agent on behalf of the Lenders (the "Agent") have agreed to an extension of the current maturity date of the unsecured term loan in the amount of US$15.2 million (the "Wexford Loan"), of which US$6.9 million of principal remains outstanding (the "Wexford Loan") from March 31st, 2024 to March 31st, 2025. This extension was made pursuant to the terms of the loan agreement dated as of February 20, 2020, as previously amended, as among Mako, as borrower, the Lenders and the Agent. The Wexford Loan is fully drawn and may be prepaid at any time, in whole or in part, at par plus accrued but unpaid interest, without penalty or premium and currently bears interest at a rate of 10% per annum, payable semi-annually on June 30th and December 31st each year. No fees, or other compensation, was provided to the Lenders for this twelve-month extension.

Akiba Leisman, CEO of Mako states, "the proceeds from the sale of silver under the Silver Stream, which the Company currently produces as a byproduct, will be used to repay the majority of the outstanding principal owing under the Wexford Loan. Additionally, all remaining principal and accrued interest under the Wexford Loan will be extended by a year at no additional cost to shareholders. This will provide Mako with a much more flexible balance sheet as it seeks organic and external growth opportunities in the near future. To that end, the Company expects to announce initial discovery drilling results from its maiden drilling program at La Segoviana next week."

On behalf of the Board,

John Hick

About Mako

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.

For further information: Mako Mining Corp., Akiba Leisman, Chief Executive Officer, Telephone: 203-862-7059, E-mail: aleisman@makominingcorp.com or visit our website at www.makominingcorp.com and SEDAR www.sedar.com.

Forward-Looking Information: Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, Mako's intention to use the full proceeds received on closing of the Silver Stream to repay the outstanding principal under its loan from Wexford Capital; Mako's intention to release initial discovery drilling results from its maiden drilling program at La Segoviana next week; and that Mako will be able to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package. Such forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking information, including, without limitation, that Mako re-allocates the use of any of the proceeds from the Silver Stream closing based on prudent business reasons, and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR at www.sedar.com. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Mako Mining Corp.

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