Mako Mining Announces Proposed Acquisition of the Permitted Mt. Hamilton Gold-Silver Project in Nevada Along with a Well-Defined Tungsten-Copper-Molybdenum Target, Marking the Company’s First Foray Into USA Domiciled Critical Metals Without Any Equity Dilution
LEGAL*69540871.10
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
September 30th, 2025
TSX-V: MKO; OTCQX: MAKOF
Mako Mining Announces Proposed Acquisition of the Permitted Mt. Hamilton Gold-Silver Project
in Nevada Along with a Well-Defined Tungsten-Copper-Molybdenum Target, Marking the
Company’s First Foray Into USA Domiciled Critical Metals Without Any Equity Dilution
Mako Mining Corp. (“Mako” or the “Company”) (TSXV: MKO; OTCQX: MAKOF) is pleased to
announce the entering into of a binding term sheet (the “Term Sheet”) with Sailfish Royalty Corp.
(“Sailfish”) to acquire the Mt. Hamilton Gold-Silver Project (the “Mt. Hamilton Project”) located
in White Pine County, Nevada, USA, through the acquisition of 100% of Mt. Hamilton LLC (“MH
LLC”), the direct owner of the Mt. Hamilton Project, through a series of transactions. Sailfish will
acquire MH LLC on an arm’s length basis from Mt. Hamilton Holdings LLC, and subsequently
transfer the interests to Mako in consideration for a corporate gold stream, to be secured (the
“Stream”) and a 2% net smelter return (“NSR”) royalty on the Mt. Hamilton Project from Mako
(see “ Related Party Transaction ” below). Neither Mako nor Sailfish will issue any equity to
complete these transactions.
Mt. Hamilton Open Pit Heap Leach Gold-Silver Project
The Mt. Hamilton Project has all major state and federal permits to allow construction of an open
pit, heap leach gold-silver project, and has a current mineral resource estimate with an effective
date of September 23, 2025 (the “Mt. Hamilton MRE”) that was prepared by James N. Gray,
P.Geo., of Advantage Geoservices Ltd., out of Vancouver, British Columbia, as set forth below.
A technical report for the Mt. Hamilton MRE (the “Mt. Hamilton Technical Report”) is being
prepared by Advantage Geoservices Ltd., APEX Geoscience Ltd. (“APEX”) out of Edmonton
Alberta and DRA Americas Inc. on behalf of Mako in accordance with National Instrument 43 -
101 - Standards of Disclosure for Mineral Projects (“NI 43 -101”) and will be filed under the
Company’s SEDAR+ profile at www.sedarplus.ca within 45 days of this news release, and
posted on the Company’s website at www.makominingcorp.com.
Table 1. Mineral Resource Estimate for the Mt . Hamilton gold-silver deposit with an effective
date of September 23, 2025.
Category Tons Au Ag Oz Au Oz Ag
(millions) (oz/ton) (oz/ton) (thousands) (thousands)
Measured 21.00 0.022 0.165 454 3,473
Indicated 8.09 0.015 0.169 124 1,366
M & I 29.09 0.020 0.166 578 4,839
Inferred 1.46 0.015 0.178 21 260
1. The MRE was completed by Mr. James Gray, P. Geo, of Advantage Geoservices Ltd.
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2. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability .
3. Mineral Resources are the portion of the Mt Hamilton deposit that have reasonable prospects of eventual
economic extraction by open pit mining method and processed by gold-silver heap leaching.
4. Mineral Resources are constrained oxide and sulfide mineralization inside a conceptual open pit shell. The
main parameters for pit shell construction are metal prices of US$2,400/oz gold and US$28/oz silver,
variable recovery for gold and silver for oxide and sulfide mineralization by Area, open pit mining costs of
US$3.30/ton, heap leach processing costs of US$4.50/ton, general and administrative costs of
US$1.65/ton processed, pit slope angles of 50° and a 2.4% royalty.
5. Mineral Resources are shown above a 0.006 oz/ton gold cut-off grade. This is a marginal cut-off grade that
generates sufficient revenue to cover conceptual processing, general and off-site costs given metallurgical
recovery and long-range metal prices for gold and silver.
6. Units are imperial tons.
7. Numbers have been rounded as required by reporting guidelines and may result in apparent summation
differences.
8. Mineral Resources were prepared in accordance with the CIM Definition Standards for Mineral Resources
and Mineral Reserves (2014) and CIM MRMR Best Practice Guidelines (2019) .
9. The QP is not aware of any known environmental, permitting, legal, taxation, socio -economic, marketing,
political or other similar factors which could materially affect the stated Mineral Resources .
The Mt. Hamilton MRE is based on 886 drill holes, totaling 325,960 ft, completed between 1973
and 2012, and is based upon the current interpretation of lithology, structure, and oxidation for
the Seligman, Seligman Stock and Centennial areas. Gold (“Au”) and silver (“Ag”) grades were
estimated by Ordinary Kriging, utilizing a block size of 30 x 30 x 15 ft, which is appropriate for an
open pit mining operation.
Mt. Hamilton Tungsten Opportunity
The Mt Hamilton Project also hosts a tungsten target, located below and independent of the gold
and silver Mt. Hamilton MRE. The tungsten target has been defined by over 100,000 ft of
historical exploration drilling. In a report by the Department of the Interior, dated August 25, 2025,
tungsten (W) was named as one of the top 10 critical metals listed by their estimated probability-
weighted impact of supply disruptions on the U.S. economy. Tungsten is a critical metal for the
US Government, especially for national security, defense, and advanced industrial applications.
Mako believes that having a tungsten target located immediately below a permitted gold -silver
project enhances its speed to development.
In a historical NI 43-101 Technical Report and Feasibility Study on the Mt. Hamilton Project titled
“NI 43-101 Technical Report Feasibility Study Mt. Hamilton Gold and Silver Project, Centennial
Deposit and Seligman Deposit White Pine County, Nevada” prepared by SRK Consulting (U.S.)
Inc., Report Date October 16, 2014 and Effective Date August 14, 2014 (Re -statement of
Reserves), prepared for MH LLC, Solitario Exploration & Royalty Corp. and Ely Gold & Minerals
Inc., a reference was made to a historical re serve estimate on the tungsten target at the Mt.
Hamilton Project, prepared by Phillips Petroleum Co., as quoted below:
“Phillips Petroleum Co. (Phillips) acquired much of the area of the current Property in 1968 and,
between 1968 and 1982, drilled over 100,000 ft in the exploration for tungsten -copper-
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molybdenum deposits. A study prepared for Phillips in June 1978 quoted an “ore reserve” of 6.2
Mt at a grade of 0.37% WO3 including 4.2 Mt grading 0.42% WO3, 0.37% Mo and 0.60% Cu.”
This “ore reserve” is an historical estimate and is not being treated as a current mineral resource
or mineral reserve . It is provided only to illustrate that there is potential for tungsten -copper
molybdenum mineralization on the Mt. Hamilton Project. Neither Advantage, APEX (as defined
herein), DRA Americas Inc. nor any Mako qualified persons have reviewed this historical
information or done sufficient work to classify the historical estimate as a current mineral
resource or mineral reserve under NI 43 -101. The Company does not have informa tion on the
key assumptions, parameters, and methods used to prepare the historical estimate . The
Company is not aware of any more recent estimates or data available in respect of the historical
estimate. The Company plans to complete a detailed review of the historical drill core and data
to verify the geologic model and mineral resource estimate.
Based on Mako’s due diligence on the Mt. Hamilton Project, most of the core historically drilled
by Phillips is intact and has been stored in the MH LLC facilities, and Mako plans to undertake
further exploration work with the goal of rapidly advancing the tungsten-copper-molybdenum
exploration target at the Mt. Hamilton Project.
Akiba Leisman, CEO of Mako states, “the proposed Mt. Hamilton acquisition is a
demonstration of how Mako can use all the tools it has available to make highly accretive
acquisitions without having to issue equity. The permitted Mt. Hamilton Project is relatively high-
grade (for an open pit heap leachable oxide deposit ), which is straight down the fairway of the
kind of projects our operating team is capable of delivering. All major permits are in place to
allow construction and the Company is likely to make a construction decision early next year
once it has all available technical information to support such a decision. Furthermore, below the
gold and silver mineralization, there is a prospective tungsten-copper-molybdenum target which
has been extensively drilled by previous operators. Given the strategic importance of tungsten,
it will be a key objective to rapidly advance this target to help address the supply needs of the
United States.”
Transaction 1: Sailfish Acquisition of MH LLC
Sailfish will acquire 100% of MH LLC from arm’s length party Mt. Hamilton Holdings LLC for a
total purchase price of US$40.0 million in cash. Sailfish has received a commitment letter for a
US$40 million non-revolving bridge finance facility (the “Wexford-Sailfish Loan”) from affiliates
of Wexford Capital LP (“Wexford”), the controlling shareholder of both Mako and Sailfish, to fund
the cash component of the acquisition. Mako is not a party to the Wexford-Sailfish Loan and will
not incur any direct payment obligations or liabilities in connection with such loan. Upon
completion of this initial acquisition transaction, Mako has agreed to take over control of the Mt.
Hamilton Projec t and all costs associated therewith , which costs are not anticipated to be
material, and work expeditiously with Sailfish to complete the acquisition of MH LLC from
Sailfish. For further information, please refer to Sailfish’s news release issued on September 30,
2025, which is available on its SEDAR+ profile at www.sedarplus.ca.
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Transaction 2: Sale of MH LLC to Mako in exchange for Stream and NSR royalty
The Term Sheet between Sailfish and Mako provides for the transfer of 100% of MH LLC to
Mako in exchange for consideration consisting of the Stream and NSR royalty.
Under the terms of the Stream, Sailfish will purchase from Mako approximately 341.7 troy
ounces of gold per month at a price of 20% of the London Bullion Market Association PM Fix
price for a period of 60 months (the “Stream Period”) commencing immediately following the
closing of this second acquisition transaction.
Although production supporting delivery of gold during the majority of the Stream Period is
expected to be from the Mt. Hamilton Project, Mako will have the right to source monthly mineral
deliveries from its other projects as well as by way of the purchase of silver and/or gold credits
or the delivery of gold equivalent ounces. The number of troy ounces of gold to be purchased by
Sailfish will be subject to adjustment pursuant to a put/call structure whereby the monthly stream
amount will be adjusted, if necessary, to ensure that the stream amount consists of such number
of troy ounces of gold of no less than the net equivalent margin of US$738,000.00, which is
equivalent to US$2,700/oz Au and no more than the net equivalent margin of US$1,011,333.33,
which is equivalent to US$3,700/oz Au. Upon completion of the Stream Period, Mako will grant
Sailfish the NSR royalty on all mineral production with respect to the Mt. Hamilton Project.
Mako and Sailfish will enter into a definitive purchase agreement in connection with completing
the acquisition, which shall contain certain conditions precedent including, but not limited to,
obtaining all required special committee and board approvals for the transaction , disinterested
approval of the shareholders of each of Mako and Sailfish to be obtained at respective special
meetings of shareholders, and all required approvals including the approval of the TSX Venture
Exchange. In the event that the requisite shareholder and/or regulatory approvals for the
transaction are not received and the definitive agreement is terminated, Wexford, or a nominee
thereof, will purchase MH LLC and the Mt. Hamilton Project, including all rights, obligations and
liabilities in connection therewith, with the exception of any costs or liabilities incurred by Mako
from the date Mako took over control of the Mt. Hamilton Project to the completion of the sale to
Wexford which are not anticipated to be material (the “ Fallback Sale”). The purchase price for
the Fallback Sale shall be equal to the then outstanding principal and interest amount owing by
Sailfish to Wexford under the Wexford-Sailfish Loan and is expected to be settled by a triparty
offset arrangement amongst Mako, Sailfish and Wexford, following which Mako will have no
outstanding payment obligations or liabilities to either Sailfish or Wexford in connection with the
transaction. In the event of a Fallback Sale, the Stream and Royalty Agreement will be rescinded
without the secured Stream or NSR royalty having come into force or effect, and there will be no
ongoing obligations or liabilities of Mako to Sailfish thereunder.
Mt. Hamilton Project - Property Description and Geology
The Mt. Hamilton Project includes private land and unpatented mining claims on federal land ,
and is controlled through direct ownership and through lease agreements, totaling approximately
4,530 acres. Most of th e federal land, including the land containing the Mt. Hamilton MRE, is
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administered by the U.S. Forest Service, an agency of the U.S. Department of Agriculture, while
the balance is administered by the United States Bureau of Land Management , an agency of
the U.S. Department of the Interior.
Mineralization at the Mt. Hamilton Project is characterized by an early polymetallic tungsten -
copper-molybdenum plus gold-silver skarn -related phase , and a late gold -silver epithermal
overprint. Gold-silver mineralization at Mt. Hamilton occurs within a broad north trending zone of
anomalous gold-silver and is hosted in three contiguous areas known as Seligman, Seligman
Stock and Centennial. Combined mineralization spans an area approximately 5,800 ft long and
2,000 ft wide, and ranges from exposed at surface to 730 ft below surface.
High and low-angle faults, along with skarn assemblages developed along lithologic contacts ,
are the main controls to gold-silver mineralization. Gold occurs as free gold, in association with
sulfide minerals (pyrite and arsenopyrite), and oxide minerals (hematite and goethite),
disseminated with clay, and encapsulated within quartz (Paster; 1988, 1989, and 1990).
These geological descriptions as well as additional technical information will be in the Mt.
Hamilton Technical Report containing the Mt. Hamilton MRE.
Qualified Persons
James N. Gray, P.Geo., of Advantage Geoservices Ltd., is an independent “qualified person”
within the meaning of NI 43 -101 and has reviewed and approved the Mt. Hamilton MRE set out
in this press release and Michael Dufresne, M.Sc., P.Geo. , of APEX Geoscience Ltd. , is an
independent “qualified person” within the meaning of NI 43-101 and has reviewed and approved
all other scientific and technical information in this news release.
Related Party Transaction
As both Mako and Sailfish are controlled by Wexford, or private investment funds controlled by
Wexford, Sailfish is considered to be a related party of Mako, and each of Mako and Sailfish are
considered to be related parties of Wexford. As a result, Mako’s acquisition from Sailfish, inclusive
of the conditional Fallback Sale should such sale become necessary, constitutes a related party
transaction within the meaning of Multilateral Instrument 61 -101- Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). Pursuant to Section 5.5(a) and 5.7(1) of MI 61 -
101, Mako is 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% of Mako’s market
capitalization, as determined in accordance with MI 61-101.
Special Committee
As a result of Mako’s acquisition transaction from Sailfish constituting a related party transaction,
and certain conflicts of interest as a result of cross-directorships held by each of Akiba Leisman,
Chief Executive Officer of Mako and Asheef Lalani, director of Mako and Paul Jacobi, director of
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Mako, being a managing director of Wexford, the board of directors of Mako (the “ Board”)
appointed a special committee (the “Special Committee”) consisting of John Hick (Chair), Mario
Caron, Laurie Gaborit and Eric Fier to assist in the independent evaluation and supervision of the
transaction and to consider and make its recommendations to the Board. Following receipt of
legal and financial advice, and after taking into account the alternatives available to the Company,
the Special Committee unanimously recommended that Board approve the transaction and the
Term Sheet, and the Board, following the report of the Special Committee, determined to approve
the transaction and the Term Sheet as being in the best interests of the Company and fair to the
Company's securityholders (with Messrs. Leisman, Lalani and Jacobi each declaring his interest
and abstaining from deliberations and voting).
Special Meeting of Shareholders
Mako has determined to seek disinterested shareholder approval for the related party transaction,
inclusive of the conditional Fallback Sale, under the policies of the TSXV, and intends to mail a
management information circular to shareholders in respect of a special meeting of shareholders
to be held in connection with the approval of the transaction in the coming weeks. Additional
details regarding the terms and conditions of the transa ction as well as the rationale for the
approvals made by the Special Committee and the Board will be set out in the information circular
which, together with the definitive agreement, will be available under the Company's SEDAR+
profile at www.sedarplus.ca.
Advisors and Counsel
Stifel Canada is acting as financial advisor to the special committee of Mako, and Cassels Brock
& Blackwell LLP is acting as Canadian legal counsel and Spencer Fane LLP is acting as United
States legal counsel.
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.
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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 enter into of a definitive purchase agreement and the Stream and Royalty
Agreement with Sailfish , and obtaining all special committee recommendations and board approvals in
connection therewith; the holding of a special meeting of shareholders of Mako in connection with seeking
approval for the related party transactions; the completion and filing of the Mt. Hamilton Technical Report
within 45 days of this news release; Mako’s plans to undertake further exploration work with the goal of
rapidly advancing the tungsten -copper-molybdenum exploration target at the Mt. Hamilton Project; the
anticipated completion of the contemplated transactions, including receipt of all requisite regulatory and
shareholder approvals. Forward-looking information is based on the opinions, assumptions and estimates
of management considered reasonable at the date the statements are made and is inherently subject to
a variety of risks and uncertainties and other known and unknown factors th at could cause actual events
or results to differ materially from those projected in the forward -looking information. These risk factors
include the Company not obtaining all necessary special committee recommendation and board approval
and successfully entering into of a definitive agreement and the Stream and Royalty Agreement with
Sailfish; not receiving all of the requisite shareholder and regulatory approvals including the approval of
TSXV, in a timely manner or at all; changes in the Company’s plans for the Mt. Hamilton Project; changes
in market conditions and the execution of Mako’s business strateg ies; the Company's dependence on
products produced from its key mining assets; fluctuating price of gold; risks relating to the explorat ion,
development and operation of mineral properties, including but not limited to adverse environmental and
climatic conditions, unusual and unexpected geologic conditions and equipment failures; risks relating to
operating in emerging markets ; health, safety and environmental risks and hazards to which the
Company's operations are subject; the Company's ability to maintain or increase present level of gold
production; access to financing; uncertainty in the estimation of mineral resources; reliance on mineral
project infrastructure and supply chains; risks relating to the acquisition, holding and renewal of title to
mining rights and permits, and changes to the mining legislative and regulatory regimes in the Company's
operating jurisdictions; limitations on insurance coverage; risks relating to illegal and artisanal mining; the
Company's compliance with anti -corruption laws; the availability and performance of contractors and
suppliers; cost overruns; risks relating to acquisitions ; title disputes or claim s; risks related to enforcing
legal rights in foreign jurisdictions; competition in the precious metals mining industry; fluctuating currency
exchange rates (including the US Dollar ); taxation risks; labour and employment relations; the impact of
global financial, economic and political conditions, global liquidity, interest rates, inflation and other factors
on the Company's results of operations and market price of common shares; force majeure events;
transactions that may result in dilution to common sha res; the Company's dependence on key
management personnel and executives; 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.