Mako Signs Binding Letter of Intent with Sailfish Royalty Corp. for a US$6,000,000 Silver Stream to Refinance Existing Debt
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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
March 1st, 2023
TSX-V: MKO; OTCQX: MAKOF
Mako Signs Binding Letter of Intent with Sailfish Royalty Corp. for a US$6,000,000 Silver Stream
to Refinance Existing Debt
Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) (“Mako” or the “Company”) is pleased to announce
that it has signed a binding letter of intent (“ LOI”) with Sailfish Royalty Corp. ("Sailfish") to provide a 24-
month silver stream (the “ Initial Silver Stream ”) to Sailfish for cash consideration of US$6,000,000
payable by Sailfish to Mako on the closing of the Initial Silver Stream transaction and an option (the
“Option”) to Sailfish, exercisable at the discretion of Sailfish on or after 12 months following the closing of
the Initial Silver Stream upon payment of additional cash consideration of US$1,000,000 , to purchase
subsequent silver produced from the San Albino mine, or from concessions currently owned by Mako and
processed through Mako’s San Albino processing facility, until silver production is no longer economically
viable as mutually agreed between Mako and Sailfish (the “Transaction”). The parties have agreed to a
exclusivity period in connection with the silver stream for a period of 120 days from the effective date of
the LOI.
The material terms of the Transaction are as follows:
• Mako has agreed to deliver to Sailfish 13,500 ounces of silver from its concessions, or alternatively
gold equivalent ounces or silver credits, at the end of each month beginning on the last day of the
first full month immediately following the closing date of the Transaction.
• The parties have agreed to use good faith efforts to enter into a definitive agreement in connection
with the Transaction within 120 days from the effective date of the LOI.
• If the LOI is terminated within 120 days from its effective date as a result of a breach by either
Sailfish or Mako of a representation, warranty or covenant made by it in the LOI, the non-breaching
party shall be entitled to receive a break fee of US$150,000 from the breaching party.
• The obligations of Mako under the definitive silver stream agreement to be entered into between
the parties shall be secured by a mortgage in favour of Sailfish against Mako’s San Albino property.
• Closing of the Transaction is subject to the fulfillment of certain conditions including, but not limited
to:
o Satisfactory completion of all due diligence by Sailfish, in its sole discretion, including but
not limited to satisfactory review by Sailfish of political risk s related to the Transaction,
satisfactory review of technical aspects of Mako’s San Albino property by Sailfish’s third -
party technical consultant.
o Sailfish having received a fairness opinion from its financial advisor, in form and substance
satisfactory to Sailfish , that the Transaction is fair and reasonable from a financial
perspective to the shareholders of Sailfish.
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o The independent directors of Mako having received a fairness opinion from its financial
advisor, if the independent directors determine necessary, in form and substanc e
satisfactory to the independent directors.
o Receipt of all required regulatory and corporate approvals by each of Mako and Sailfish, as
applicable, including but not limited to the approval of the TSX Venture Exchange.
o Entering into a definitive stream purchase agreement and any related documentation in
connection with the Transaction, in form and substance satisfactory to Mako and Sailfish,
within 120 days of the effective date of the LOI.
o The completion by Sailfish of a minimum US$4,000,000 financing to fund the Initial Stream
purchase price.
Akiba Leisman, CEO of Mako states, “all of the US$6 million of cash we are to receive from the sale of
silver under the Initial Silver Stream, which the Company currently produces as a byproduct, will be used
to repay outstanding principal owing under the Company’s loan from Wexford Capital . This will provide
Mako with a much more flexible balance sheet as it seeks organic and external growth opportunities in the
near future.”
As Mako and Sailfish have a common control person and a common director, the proposed Transaction
will be a "related party transaction" under Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the
formal valuation and minority shareholder approval requirements of MI 61-101 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, the proposed T ransaction, insofar as it involves 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.
On behalf of the Board,
Akiba Leisman
Chief Executive Officer
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 Albin o 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: [email protected] 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 thereo n or
comparable terminology. The forward -looking information contained herein refl ects the Company’s current beliefs and
expectations, based on management’s reasonable assumptions, and includes, without limitation, the expectation that definitive
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documentation will be entered into on or before 120 days from the effective date of the LOI; that Mako will deliver 13,500 ounces
of silver, gold equivalent or silver credits to Sailfish on the timelines agreed to following execution of definitive documentation; that
Mako will pay a US$150,000 break fee to Sailfish in the event it breaches the LOI; the obligations of Mako under the definitive
silver stream agreement to be entered into will be secured by a mortgage in favour of Sailfish against Mako’s San Albino property;
that all conditions to the proposed Transaction will be met or waived; and Sailfish will complete its US$4,000,000 financing in order
to fund the purchase price of the Initial Silver Stream; 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, any of the conditions to the proposed Transaction not being met on the timeline expected, or at all,
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.