Mako Mining Acquires Goldsource Mines
July 3, 2024
TSX-V: MKO; OTCQX: MAKOF
Mako Mining Acquires Goldsource Mines
Not for distribution to U.S. newswire services or dissemination in the United States
Mako Mining Corp . (“Mako”) (TSXV: MKO; OTCQX: MAKOF) and Goldsource Mines Inc .
(“Goldsource”) (TSXV: GXS; OTCQX: GXSFF) are pleased to announce that Mako has completed its
previously announced acquisition of Goldsource by way of a plan of arrangement (the “ Transaction”),
pursuant to which Mako acquired all of the issued and outstanding common shares of Goldsource (the
“Goldsource Shares”) in exchange for common shares of Mako (the “Mako Shares”). As a result of the
Transaction, Mako now owns the Eagle Mountain Gold Project in Guyana.
The Goldsource Shares are expected to be delisted from the TSX Venture Exchange (“ TSXV”). Mako
intends to cause Goldsource to submit an application to cease to be a reporting issuer under applicable
Canadian securities laws.
The board of directors of Mako is now led by Eric Fier (former Executive Chairman of Goldsource), as
Non-executive Chairman, and includes John Hick, Mario Caron, John Pontius and Laur ie Gaborit as
independent directors, and Akiba Leisman and Paul Jacobi as non-independent directors. Akiba Leisman
will continue in his role as C hief Executive Officer of Mako. Additional management appointments are
expected in the coming weeks.
Early Warning Disclosure as a Result of the Transaction
Wexford Capital LP (“Wexford”), which together with its managed funds 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 Limited (“ WCT”), Wexford Focused Trading Limited (“ WFT”) and Wexford
Spectrum Trading Limited (“ WST”, and together with WCT and WFT, the “ Wexford Funds”), private
investment funds managed by Wexford, acquired ownership of an aggregate of 786,500 Mako Shares
and the right to purchase an aggregate of 393,250 Mako Shares on exercise of 1,787,500 warrants to
purchase Goldsource Shares (“Goldsource Warrants”) as part of the Transaction on the same basis as
other Goldsource shareholders and warrantholders. The Goldsource Shares and Goldsource Warrants
were acquired by the Wexford Funds in May 2023 as participants in Goldsource’s non-brokered private
placement.
Despite the acquisition of Mako Shares, the overall securityholding of the Wexford Funds in Mako
decreased by approximately 8.26% due to dilution resulting from the issuance of additional Mako Shares
to other former securityholders of Goldsource as part of the Transaction.
Immediately prior to closing of the Transaction (“ Closing”), the Wexford Funds beneficially owned an
aggregate of 36,554,323 Mako Shares, representing approximately 56. 41% of the then issued and
outstanding Mako Shares. Immediately following the Closing, the Wexford Funds beneficially owned an
aggregate of 37,340,823 Mako Shares and the right to purchase an aggregate of 393,250 Mako Shares
on exercise of 1,787,500 Goldsource Warrants, representing approximately 4 8.15% of the then issued
and outstanding Mako Shares (calculated on a partially-diluted basis).
The Mako Shares and the Goldsource Warrants 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. Pursuant to the terms of the investor
rights agreement between Wexford and Mako dated November 9, 2018 (the “ Investor Rights
Agreement”), Mako has consented to the acquisition by Wexford, the Wexford Funds or their affiliates of
the Mako Shares and the right to purchase Mako Shares on the exercise of Goldsource Warrants
pursuant to the Transaction notwithstanding that the equity ownership of Wexford and its affiliates
exceeds the cap set forth in the Investor Rights Agreement. The issuance of Mako Shares in connection
with the Transa ction is an “Exempt Non -Cash Issuance” under the terms of the Investor Rights
Agreement. As a result of such issuance, the equity ownership cap has decreased from 45% to 39% and
the termination threshold in the Investor Rights Agreement has decreased from 20% to 17%.
An early warning report with additional information in respect of the foregoing matters will be filed and
made available on SEDAR+ at www.sedarplus.ca under Mako’s profile or may be obtained directly upon
request by contacting the Wexford contact person named below.
About Mako
Mako Mining Corp. is a publicly listed gold mining, development and exploration company. Mako 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 also owns the Eagle Mountain Gold Project in Guyana, South
America.
For further information about Mako, please contact Akiba Leisman, Chief Executive Officer, at (917) 558-
5289 or [email protected], or visit our website at www.makominingcorp.com and our
profile on SEDAR+ at www.sedarplus.ca.
About Wexford Capital LP
Wexford Capital LP is an SEC registered investment advisor based in West Palm Beach, Florida and
Greenwich, Connecticut, with approximately US$1.7 Billion of assets under management. Wexford has
particular expertise in the energy/natural resources sector w ith 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:
777 West Putnam Ave
First Floor
Greenwich, CT 06830
Telephone: (203) 862-7000
Contact: Daniel Weiner
The head office of Mako is located at 838 West Hastings St., Suite 700, Vancouver, BC V6C 0A6. The
address of WCT, WFT and WST is: c/o Maples Group, Ugland House, South Church Street, P.O. Box 309,
George Town, Grand Cayman, Cayman Islands.
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 Mako’s and Goldsource’s current beliefs and
expectations, based on management’s reasonable assumptions, and includes, without limitation; the expected delisting of the
Goldsource Shares from the TSXV; the expected changes to Mako’s management; and Goldsource’s application to cease to be
a reporting issuer. Statements containing forward-looking information are not historical facts but instead represent the companies’
expectations, estimates and projections regarding possible future events or circumstances as of the date hereof . The forward -
looking information contained in this news release is also based upon a number of assumptions, including assumptions in respect
of current and future market conditions and the execution of Mako’s business strategies, that operations in Mako’s properties will
continue without interruption, and the absence of any other factors that could cause actions, events or results to differ from those
anticipated, estimated, intended or implied. Forward-looking information is subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those
expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited
to, that Mako and its shareholders will not realize the anticipated benefits following the completion of the Transaction and those
set forth under the caption “Risk and Uncertainties” in Mako’s management’s discussion and analysis for the three months ended
March 31, 2024 , and other documents filed under each of Mako’s and Goldsource’s profiles on the SEDAR+ website at
www.sedarplus.ca. Readers should not place undue reliance on forward-looking information, which speaks only as of the date
made. Mako and Goldsource disclaim any intention or obligation or undertaking to update or revise any forward-looking information
whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All of the
forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.
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.