Mako Mining Announces Amended and Restated Definitive Agreements for Restructure of Mt. Hamilton Acquisition Consideration and Filing of Supplement to Management Information Circular
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595 Burrard Street, Suite 2833
Vancouver, BC V7X 1K8
Tel: (604) 646-1580
www.makominingcorp.com
TSX-V: MKO | OTCQX: MAKOF
Suite 700 - 838 West Hastings St.
Vancouver, BC - V6C 0A6
IR: (647) 203-8793
www.makominingcorp.com
TSX-V: MKO | OTCQX: MAKOF
February 18, 2026
TSX-V: MKO; OTCQX: MAKOF
Mako Mining Announces Amended and Restated Definitive Agreements for Restructure of Mt.
Hamilton Acquisition Consideration and Filing of Supplement to Management Information Circular
Mako Mining Corp. (“Mako” or the “ Company”) (TSXV: MKO; OTCQX: MAKOF)
announces that, in connection with its previously announced acquisitio n (the “ Mt. Hamilton
Acquisition”) of 100% of the membership interests of Mt. Hamilton LLC , the owner of the Mt.
Hamilton project in Nevada, USA (the “ Mt. Hamilton Project ”), from Sailfish Royalty Corp.
(“Sailfish) (see Mako news releases dated September 30, 2025 and November 26, 2025),
effective as of today’s date, the parties have entered into an amendment and restatement (the
“Amended Purchase Agreement”) of the purchase and sale agreement of November 26, 2025,
an amend ment and restat ement (the “Amended Gold Purchase Agreement ”) of the gold
purchase agreement dated November 26, 2025 , and a termination (the “Royalty Termination
Agreement”) of the royalty agreement (the “Royalty Agreement”) dated November 26, 2025
proposing the grant of a 2% net smelter returns royalty (the “Royalty”) on the Mt. Hamiton Project
to Sailfish. The amendments have been made in order to preserve maximum flexibility for Mako
to develop the Mt. Hamilton Project and derisk the impact of encumbrances over potential future
development scenarios more broadly (see Mako news release dated January 9, 2026).
Mt. Hamilton Acquisition
As further described in the management information circular of Mako dated December 23, 2025
(the “Circular”) previously mailed to shareholders, the transfer of beneficial ownership and control
of the Mt. Hamilton Project from Sailfish to Mako US Corp. (“Mako US”) was effected concurrent
with the closing of Sailfish’s acquisition of 100% of the membership interests of Mt. Hamilton LLC
from previous owner Mt. Hamilton Holding LLC on November 26, 2025. Concurrently, the
Company, Mako US and Sailfish entered into the original purchase and sale agreement, the
original gold purchase agreement and the Royalty Agreement (the “ First Closing Date ”), and
Sailfish assigned and transferred to Mako US beneficial ownership of the membership interests
in Mt. Hamilton LLC and control of the Mt. Hamilton Project effective November 26, 2025. During
the interim period of time between the First Closing Date and the anticipated completion of the
transfer of the registered legal ownership of the membership interests by Sailfish to Mako US (the
“Closing”), following and subject to receipt of all applicable shareholder approvals and final
approval of the TSX Venture Exchange (“TSXV”) by each of Mako and Sailfish, Sailfish has
agreed to hold the legal registered ownership of the Mt. Hamilton Project as nominee, agent and
bare trustee for and on behalf of Mako US. The outside date for Closing is March 16, 2026, or
such other date as may be agreed in writing by the parties.
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Amended Purchase Agreement
The Amended Purchase Agreement reflects the elimination of the proposed grant of the Royalty
on the Mt. Hamilton Project to Sailfish, and the removal of the Mt. Hamilton Project from the
secured corporate level gold stream proposed to be granted to Sailfish, subject to and conditional
on Closing, and, in lieu of the elimination of the Royalty, proposes the grant of an additional
secured corporate level gold steam for a term of 72 months following the initial 60 -month gold
stream under the terms of the Amended Gold Purchase Agreement, as further detailed below. No
substantive changes have been made to the representations, warranties, covenants, termination
provisions and fallback sale provisions contemplated under the original purchase and sale
agreement other than in relation to removing the Royalty.
Amended Gold Purchase Agreement
As contemplated under the original gold purchase agreement, the Amended Gold Purchase
Agreement proposes that the C ompany will agree to sell to Sailfish an amount of refined gold,
from any of its projects, other than the Mt. Hamilton Project, during the initial 60-month stream
term (the “Initial Stream Term”), equal to 341.7 troy ounces per month, subject to adjustment to
ensure that the amount of refined gold per month will not be (the “Adjustment Formula”): (i) less
than the equivalent of US$738,000 (after deduction of the acquisition price paid by Sailfish to the
Company in accordance with the stream gold price), which is equivalent to US$2,700/oz Refined
Gold; and (ii) more than the equivalent of US$1,011,333.33 (after deduction of the acquisition
price paid by Sailfish to the Company in accordance with the stream gold price), which is
equivalent to US$3,700/oz refined gold free and clear of any and all encumbrances. The amount
of payable gold for each monthly delivery during the Initial Steam Term will be adjusted upward
or downward based on the application of the Adjustment Formula.
The Amended Gold Purchase Agreement also provides for an additional gold stream for a term
of 72 months ( the “Additional Stream Term”), during which the Company proposes to sell to
Sailfish an amount of refined gold from any of its projects, other than the Mt. Hamilton Project,
equal to 100 troy ounces per month, not subject to the Adjustment Formula, free and clear of any
and all encumbrances.
As contemplated under the original gold purchase agreement, for each ounce of deliverable gold,
Sailfish will pay to the Co mpany 20% of the London p.m. fixed price for refined gold in United
States dollars, as determined by the London Bullion Market Association (or any successor
association or body) on the date of delivery of such deliverable gold. Mako also continues to have
the right to source monthly mineral deliveries under each stream by way of the purchase of gold
credits or by way of the delivery of gold equivalent ounces.
The obligations under the Amended Gold Purchase Agreement will take effect and commence
upon and subject to Closing, at which time the I nitial Stream Term will commence, and the
Additional Stream Term will not commence until following satisfaction of the Initial Stream Term.
The amended stream will be secured against all present and after-acquired property of Mako, in
addition to specific guarantees and pledges relating to an encumbrance by Sailfish over the Mt.
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Hamilton Project. The deemed purchase price of the amended gold stream is US$40 million
(comprised of US$33 million for the Initial Stream Term and US$7 million for the Additional Stream
Term), with such deemed purchase price satisfied through the transfer of legal title to Mt. Hamilton
LLC from Sailfish to Mako.
If Closing does not occur, the Amended Gold Purchase Agreement shall terminate ab initio and
the secured gold stream will never come into force or effect.
Board Recommendation
The Board of Directors of Mako , acting on the unanimous recommendation of the Special
Committee of the Board, has unanimously determined (with Messrs. Leisman, Lalani and Jacobi
abstaining from voting) that the Mt. Hamilton Acquisition , as amended by the terms of the
Amended Purchase Agreement and the Amended Gold Purchase Agreement , is in the best
interests of Mako. The Board unanimously approved the amendment to the consideration
structure, as reflected in the amended and restated definitive agreements, a nd re-affirms its
recommendation that Mako shareholders vote FOR the Mt. Hamilton Acquisition at Meeting (See
Time and Place of Postponed Meeting below).
Management Information Circular Supplement
Mako has filed on SEDAR+ and on its website a supplement (the “ Supplement”) to its
management information circular dated December 23, 2025 (the “Circular”), which describes the
amendments to the form of consideration being paid to Sailfish under the terms of the Amended
Purchase A greement and the Amended Gold Purchase Agreement, provides supplemental
background information related to the amendments and the reasons of the Special Committee for
its recommendation to the Board, as well as other important information. A copy of an updated
fairness opinion received by the Special Committee from its financial advisor, Stifel Nicolaus
Canada Inc., regarding the fairness, from a financial point of view, to the Mako shareholders of
the revised consideration payable to Sailfish under the Mt. Hamilton Transaction is included in
the Supplement. The Supplement is now available under Mako’s profile on SEDAR +
at www.sedarplus.ca , on Mako’s website at www.makominingcorp.com, and will also be
mailed to shareholders of record as of January 2, 2026.
The Mt. Hamilton Acquisition remains subject to the same closing conditions as previously
contemplated, including the receipt of requisite shareholder approval by each of Mako and Sailfish
and the final approval of the TSXV, who has conditionally approved the Mt. Hamilton Acquisition,
including the grant of the amended gold stream, as more fully described in the Circular previously
mailed to shareholder, and in the Supplement.
Time and Place of Postponed Meeting
The special meeting of shareholders of Mako will be held in person only at 10:00 a.m. (Toronto
time) on March 3, 2026 (the “Meeting”), at 40 Temperance Street, Bay Adelaide Centre – North
Tower, Suite 3200, Cassels Boardroom, Toronto, ON M5H 0B4.
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Record Date
The record date for the Meeting remains the close of business on January 2, 2026, as set forth in
the Circular.
Revised Mt. Hamilton Acquisition Resolution
At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or
without variation, a varied ordinary resolution approving the Mt. Hamilton Acquisition, including
the amended gold stream (but no longer including the Royalty), as more particular described in
the Supplement. The revised Mt. Hamilton Acquisition Resolution on which shareholders are now
being asked to vote at the Meeting is set forth in Schedule “B” to the Supplement (the “ Revised
Mt. Hamilton Resolution”).
Previously Mail Form of Proxy and Voting Information Form
The form of proxy previously mailed to shareholders confers discretionary authority upon the
designated persons named in the form as proxyholders with respect to any amendments or
variations to any matters identified in the Notice of Meeting, and with respect to other matters
which may properly come before the Meeting. At the date hereof, except as described in the
Supplement, management is not aware of any other amendments, variations, or other matters to
come before the Meeting.
How to Vote Your Shares
If you are a Registered Shareholder and have already voted your common shares, and you
do not wish to change your vote:
You need not take any further action to vote your common shares in respect of the Revised Mt.
Hamilton Acquisition Resolution as your previously submitted proxy or voting information form, as
applicable, will be deemed to be your vote on the Revised Mt. Hamilton Acquisition Resolution.
If you are not a Registered Shareholder, but rather a Beneficial Shareholder hold your
shares through an Intermediary, such as a securities dealer, broker, bank, trust company
or other nominee and have already voted your common shares, and you do not wish to
change your vote:
You need not take any further action to vote your common shares in respect of the revised Mt.
Hamilton Acquisition Resolution as your previously submitted proxy or voting information form, as
applicable, will be deemed to be your vote on the Revised Mt. Hamilton Acquisition Resolution.
If you have not yet voted your common shares, or you wish to change your vote, please
follow the instructions contained in the Supplement and/or in the form of proxy or voting
information form.
Revocation of Proxies
Any Registered Shareholder who has already returned a proxy, and wishes to change their vote,
may revoke their prior proxy at any time before the commencement of the Meeting.
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A Registered Shareholder, his or her attorney authorized in writing or, if the Registered
Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney
thereof duly authorized, may revoke a proxy by instrument in writing, including submitting a proxy
bearing a later date, or by any other means allowable by law.
A proxy can be submitted to Computershare Investor Services Inc. either in person, or by mail or
courier, to 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, by telephone by calling 1-866-732-
VOTE (8683), International 1 -312-588-4290, by Fax at 1 -416-263-9524, or via the internet at
www.investorvote.com. The proxy must be deposited with Computershare by no later than 10:00
a.m. (Toronto Time) on February 27, 2026, or not less than 48 hours, excluding Saturdays,
Sundays and statutory holidays, before the commencement of any adjourned or postponed
meeting. If a shareholder who has submitted a proxy attends the Meeting in person, any votes
cast by such shareholder on a ballot or poll will be counted and the submitted proxy will be
disregarded.
Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders must
change their voting instructions in sufficient time in advance of the Meeting by contacting
Computershare or their broker or other intermediary to arrange to change their voting instructions.
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 and offers d istrict-scale
exploration potential. Mako also owns the Moss Mine in Arizona, an open pit gold mine in
northwestern Arizona. Mako also holds a 100% interest in the PEA -stage Eagle Mountain
Project in Guyana, South America. Eagle Mountain is the subject of engineering, environmental
and mine permitting activity.
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.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news
release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws.
Statements in this news release, other than statements of historical facts, are forward looking statements. Forward-
looking information may be identified by the use of forward -looking terminology such as “plans”, “targets”, “expects”,
“is expected”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”,
“anticipates”, “believes”, or variations of such terminology which states that certain actions, events or results “may”,
“could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. Forward -looking information in this news
release includes, without limitation, Mako’s intention to hold the Meeting at 10:00 am on March 3, 2026, the timing for
mailing the Supplement to shareholders; the conditions to Closing, including receipt of approval by Mako shareholders
and the approval of the TSXV to complete of the Acquisition. Forward -looking information is based on the opinions,
assumptions and estimates of management considered reasonable at the date the statements are made and is
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inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual
events or results to differ materially from those projected in the forward -looking information. These risks include the
Company or Sailfi sh not obtaining the requisite shareholder and regulatory approval required to complete the Mt.
Hamilton Acquisition in a timely manner or at all, and Mako remaining responsible for the interim period costs,
expenses and liabilities in connection with the Mt. Hamilton Project prior to obtaining all required approvals and
Closing; changes in market conditions and the execution of Mako’s business strategies; as well as those risk factors
discussed or referred to in the Company’s disclosure documents filed with the securities regulatory authorities in
Canada on SEDAR+ at www.sedarplus.ca. Although Mako has attempted to identify important risk factors that could
cause actual results or future events to differ materially from those contained in forward-looking information, there
may be other risk factors that could cause actual results or future events to differ materially from those expressed.
Accordingly, readers should not place undue reliance on forward-looking information. Mako disclaims any obligation
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.