Mako Mining Announces Non-Brokered Private Placement Financing with Existing Shareholders
Mako Mining Announces Non-Brokered Private Placement Financing with
Existing Shareholders
TSX- V: MKO
/THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE
UNITED STATES OF AMERICA TO UNITED STATES NEWSWIRE SERVICES OR
UNITED STATES PERSONS/
TORONTO, Feb. 22, 2019 /CNW/ - Mako Mining Corp. (TSX-V:MKO) ("Mako" or the
"Company") is pleased to announce that it is undertaking a non-brokered private
placement to raise up to a maximum of CAD$4,500,000 through the issuance of
approximately 30,000,000 shares of the Company (the "Offering Shares") at a price of
CAD$0.15 per Offering Share (the "Offering").
The Offering is being made in accordance with the provisions of the existing security
holder prospectus exemption available under OSC Rule 45-501 - Ontario Prospectus
and Registration Exemptions and equivalent provisions of other applicable securities
laws (the "Existing Shareholder Exemption"). The Existing Shareholder Exemption is
not available in Newfoundland and Labrador. Subject to the foregoing, the Offering will
permit participation of existing shareholders of the Company who held shares of the
Company as of February 21, 2019 (the "Record Date") and who continue to hold
shares of the Company as of the closing date of the Offering.
To participate in reliance on the Existing Shareholder Exemption, shareholders will be
required to represent in writing certain requirements of the Existing Shareholder
Exemption, including that they were as of the Record Date and continue to be as of the
closing date, a shareholder of the Company, and that they are purchasing the Offering
Shares as principal for their own account. The aggregate acquisition cost to a
shareholder relying on the Existing Shareholder Exemption cannot exceed CAD$15,000
in the 12-month period immediately preceding the closing date of the Offering, unless
that shareholder has obtained advice regarding suitability of the investment from a
registered investment dealer in the shareholder's jurisdiction. The minimum subscription
amount for shareholders relying on the Existing Shareholder Exemption is CAD$5,000.
The Offering will remain open until 5:00 p.m. (Toronto time) on March 4, 2019 (the
"Expiry Time"). If you are an existing shareholder of the Company as of the Record
Date and are interested in participating in the Offering, you or your registered
investment dealer should contact the Company to obtain a copy of the subscription
agreement for the Offering by email at [email protected]. Requests
should be received by no later than 5:00 p.m. (Toronto time) on February 27, 2019, so
that a duly completed subscription agreement can be received by the Company at or
before the Expiry Time. Following the Expiry Time, the Company will notify each
subscriber who has provided a subscription agreement with their allocation and
instructions on timing and completion of subscription documents and delivery of funds.
If subscriptions received exceed the Offering Shares, the Offering Shares to be sold
under the Offering will be allocated pro rata amongst all subscribers qualifying under the
Existing Shareholder Exemption in proportion to the number of the Offering Shares
subscribed for by each subscriber under the Offering. The Company does not propose
to increase the size of the Offering.
Wexford Capital LP ("Wexford"), an insider of the Company, currently owns or controls,
through two private funds managed by Wexford (Wexford Spectrum Trading Limited
and Wexford Catalyst Trading Limited), 105,414,678 common shares of the Company
(representing 37.20% of the issued and outstanding common shares of the
Company). Pursuant to the terms of an Investor Rights Agreement (the "Investor
Rights Agreement") between Wexford and the Company dated November 9, 2018,
Wexford has the right to participate in the Offering to maintain its pro rata equity
ownership interest in the Company. Wexford has agreed to exercise its right and
participate in the Offering in order to maintain its pro rata interest. The subscription for
Offered Shares by Wexford will be a "related party" transaction" within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101") by virtue of Wexford being a "control person" of Mako
Mining. The private placement to Wexford is exempt from the formal valuation
requirements of MI 61-101 pursuant to section 5.5(b) thereof and is exempt from the
minority shareholder approval requirements pursuant to section 5.7(1)(a) thereof.
The proposed principal uses of proceeds of the Offering are to fund ongoing exploration
programs (including diamond drilling) at los Conchitas in Nicaragua (~ 45%), ongoing
detailed Engineering for the San Albino gold project in Nicaragua (~ 25%), first phase
exploration at La Trinidad in Mexico (~ 10%) and for working capital and general
corporate purposes (~ 20%).
Completion of the Offering is subject to a number of conditions, including the
satisfaction of any regulatory requirements and receipt of the approval of the TSX
Venture Exchange (the "TSXV"). The completion of the Offering is expected to occur on
or about March 8, 2019.
Investors participating in the Offering will receive the Offering Shares in certificated form
to facilitate the inclusion of required restrictive legends. In accordance with United
States securities legislation, the Offering Shares will be subject to resale restrictions
pursuant to a 'distribution compliance period' (as defined in Regulation S under the
United States Securities Act of 1933, as amended) of one year from the date the
Offering Shares are issued. Concurrently, in accordance with applicable Canadian
securities legislation, the Offering Shares will be subject to a statutory hold period of
four months plus a day from the date the Offering Shares are issued.
This news release does not constitute an offer of securities for sale in the United
States. The securities being offered have not been, nor will they be, registered
under the United States Securities Act of 1933, as amended, and such securities
may not be offered or sold within the United States absent U.S. registration or an
applicable exemption from U.S. registration requirements. Hedging transactions
involving the Shares may not be conducted unless in compliance with the United
States Securities Act of 1933, as amended.
About Mako Mining Corp.
Mako Mining is a publicly listed gold mining, development and exploration firm. It
operates the producing La Trinidad open-pit, heap leach gold mine in Sinaloa State,
Mexico and is developing its San Albino gold project in Nuevo Segovia, Nicaragua.
Mako's primary objective is to bring San Albino into production quickly and efficiently,
while continuing exploration of prospective targets in both Mexico and Nicaragua.
Currently, Mako is exploring for gold and silver mineralization on more than 60,200
hectares (602 km2) land holdings in Sinaloa State, Mexico and on 13,771 hectares (138
km2) at the San Albino-Murra and El Jicaro properties, both in Nueva Segovia,
Nicaragua. The Corona de Oro Gold Belt, approximately 3 kilometres wide by 23
kilometres long, contains hundreds of historical mines and workings and spans the
entirety of the Company's Nicaragua land package.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of
applicable Canadian securities legislation. Forward-looking statements include, but are
not limited to, statements related to activities, events or developments that the
Company expects or anticipates will or may occur in the future, including, without
limitation, statements related to the closing of the Offering, the receipt of regulatory
approval in respect of the Offering and the use of proceeds received from the Offering.
These statements speak only as of the date of this news release. Forward-looking
statements are based on a number of factors and assumptions made by management
and considered reasonable at the time such statements are made, and forward-looking
statements involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements to be materially different from
those expressed or implied by the forward-looking statements. Such risk factors include
but are not limited to, the Company not obtaining final approval of the TSXV for the
Offering and those factors disclosed in the Company's current Management's
Discussion and Analysis as well as other public disclosure documents, available under
the Company's profile on SEDAR at www.sedar.com. Although the Company has
attempted to identify important factors that could cause actual actions, events or results
to differ materially from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements will prove to be
accurate. The forward-looking statements contained herein are presented for the
purposes of assisting investors in understanding the Company's plans, objectives and
goals and may not be appropriate for other purposes. Accordingly, readers should not
place undue reliance on forward-looking statements. The Company undertakes no
obligation to update forward-looking statements if circumstances or management's
estimates or opinions should change except as required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in
policies of the TSXV) accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Mako Mining Corp.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/February2019/22/c6556.html
%SEDAR: 00024156E
For further information: Mako Mining Corp., Kevin Bullock, Chief Executive Officer,
telephone: (416) 408-3703, email: [email protected]
CO: Mako Mining Corp.
CNW 08:30e 22-FEB-19