Tsx‐v: MKO | OTCQB: Makof LEGAL*48229907.1 Mako Mining Corp. Announces Rights Offering and Standby Commitment
595 Burrard Street, Suite 2833
Vancouver , BC V7X 1J1
Tel: (604) 646‐1580
www.makominingcorp.com
TSX‐V: MKO | OTCQB: MAKOF
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MAKO MINING CORP. ANNOUNCES RIGHTS OFFERING AND STANDBY COMMITMENT
TORONTO, ON – June 10, 2019 - Mako Mining Corp. (TSX-V: MKO) (“ Mako” or the “ Company”)
today announced that it will conduct an offering (the “ Rights Offering”) of rights to acquire common shares
of the Company (“Common Shares”) to raise gross proceeds of C$27,000,000.
Pursuant to the rights offering circular (the “ Rights Offering Circular ”) and the notice of rights offering
(the “Notice of Rights Offering ”) each eligible registered shareholder of the Company resident in Canada
holding Common Shares as at the close of business on June 18, 2 019 (the “ Record Date ”) will receive
0.860792876 of one right for every one (1) Common Share held. A ll fractional rights will be rounded down
to the nearest whole number of rights (each whole right, a “ Right”). Each Right will entitle the holder to
subscribe for one Common Share at a subscription price of C$0.1 0 per Common Share (the “ Basic
Subscription Privilege ”). Shareholders who fully exercise their Rights under the Basi c Subscription
Privilege will also be entitled to subscribe for additional Com mon Shares, on a pro rata basis, if available as
a result of unexercised Rights prior to the Expiry Time (the “ Additional Subscription Privilege ”), subject
to certain limitations as set out in the Company's Rights Offering Circular.
The Rights will be listed and posted for trading on the TSX Ven ture Exchange under the symbol “MKO.RT”
on a "when issued" basis commencing on June 17, 2019 and will e xpire at 2:00 p.m. (Vancouver time)/5:00
p.m. (Toronto time) (the “Expiry Time”) on July 15, 2019, after which time unexercised Rights will b e void
and of no value.
The Company currently has 313,664,306 Common Shares issued and outstanding. If all Rights issued under
the Rights Offering are validly e xercised, an additional 270,00 0,000 Common Shares would be issued. The
Company intends to use the net proceeds of the Rights Offering to advance the San Albino Project, including
commencement of construction, working capital associated with t he development of the San Albino Project
and ongoing exploration at the San Albino Project.
A Notice of Rights Offering and a rights certificate will be ma iled to each registered shareholder of the
Company resident in Canada as at the Record Date. Registered shareholders who wish to exercise their rights
must forward the completed rights certificate, together with th e applicable funds, to the rights agent,
Computershare Investor Services Inc., on or before the Expiry T ime. Shareholders who own their Common
Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive
materials and instructions from their intermediary.
The Rights Offering will be conducted in all provinces and terr itories of Canada. However, certain holders
of Common Shares in jurisdictions outside of Canada may be able to participate in the Rights Offering where
they can establish that the transaction is exempt under applica ble legislation. If you are a holder of Common
Shares and reside outside of Canada please review the Notice of Rights Offering, Rights Offering Circular
and Notice to Ineligible Sharehol ders to determine your eligibi lity and the process a nd timing requirements
to receive and, or, exercise your Rights. The Company requests any ineligible shareholder interested in
exercising their Rights to contact the Company at their earlies t convenience. A copy of the Notice of Rights
Offering, the Rights Offering Circular and the Notice to Inelig ible Shareholders are available under the
Company's profile on SEDAR at www.sedar.com.
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Neither the Rights being offered or the Common Shares issuable upon exercise of the Rights have been or
will be registered under the United States Securities Act of 1933 , as amended, and may not be exercised,
offered or sold, as applicable, in the United States absent reg istration or an applicable exemption from the
registration requirements. This news release shall not consti tute an offer to sell or the solicitation of an offer
to buy the securities of the Company. There shall be no offer o r sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such
securities under the laws of any such jurisdiction.
Standby Commitment Agreement
In connection with the Rights Offering, the Company has entered into a standby commitment agreement (the
“Standby Commitment Agreement ”) with Wex Mako Ltd (the “ Standby Purchaser ”), an affiliate of
Wexford Capital LP, the Company’s controlling shareholder. The Standby Purchaser has agreed, subject to
certain terms and conditions, t o exercise its Basic Subscriptio n Privilege in respect of any Rights it holds,
and, in addition thereto, acqui re any additional Common Shares available as a result of any unexercised
Rights under the Rights Offering (the “ Standby Commitment”), such that the Company will, subject to the
terms of the Standby Commitment Agreement, be guaranteed to iss ue 270,000,000 Common Shares in
connection with the Rights Offering for aggregate gross proceed s of C$27,000,000. The Standby
Commitment is being guaranteed by each of Wexford Catalyst Trad ing Limited (“ WCT”), Wexford
Spectrum Trading Limited (“WST”) and Wexford Focused Investors LLC (“ WFI” and, together with WCT
and WST, the “Standby Guarantors”), each of which is a private investment fund managed by Wexfo rd
Capital LP and an affiliate of the Standby Purchaser.
Each of the Standby Purchaser a nd the Standby Guarantors (colle ctively the “ Wexford Entities ”) is a
“related party” of the Company under Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) because Wexford Capital LP, which controls the Wexford
Entities, exercises control and direction over more than 10% of the issued and outstanding Common Shares.
The Rights Offering is not subject to the related party rules u nder MI 61-101 based on a prescribed
exception related to rights offerings.
Early Warning Disclosure
Wexford Capital LP is providing the following additional inform ation pursuant to the early warning
requirements of applicable Canadian securities laws:
Prior to the entering into of the Standby Commitment Agreement, the Wexford Entities beneficially owned
an aggregate of 127,369,678 Common Shares, representing approxi mately 40.61% of the issued and
outstanding Common Shares. Assuming none of the holders of Rig hts (other than the Wexford Entities)
take up their Basic Subscription Privilege and the Standby Purc haser provides its Standby Commitment in
full, the Wexford Entities would acquire an aggregate of 270,00 0,000 Common Shares in connection with
the Rights Offering and, following closing of the Rights Offeri ng, the Wexford Entities would beneficially
own an aggregate of 397,369,678 Common Shares, which would repr esent approximately 68.08% of the
issued and outstanding Common Shares, an increase in the Wexfor d Entities’ shareholding percentage of
approximately 27.47%.
The Common Shares are being acquired for investment purposes. T he Wexford Entities may from time to
time acquire additional securities, dispose of some or all of t he existing or additional securities, or may
continue to hold the securities of Mako. Pursuant to an investo r rights agreement dated November 9, 2018
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between Wexford Capital LP and Mako (the “ Investor Rights Agreement ”), Wexford Capital LP and its
affiliates (including the Wexford Entities) have the right to participate in future equity financings of Mako to
maintain their then current equity ownership in Mako on terms no less favourable than those offered to other
investors in such financings (subject to certain exceptions). Mako has consented to the acquisition by the
Wexford Entities or their affiliates of Common Shares pursuant the Rights Offering or Standby
Commitment notwithstanding that such acquisition may result in the equity ownership of Wexford Capital
LP and its affiliates exceeding the 45% cap set forth in the Investor Rights Agreement.
About Mako Mining Corp.
Mako Mining Corp. 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 exploratio n 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 k m2) 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 min es and workings and spans the entirety of the
Company’s Nicaragua land package.
For further information about Mako: Mako Mining Corp., Akiba Leisman, Interim Chief Executive
Officer, Telephone: 203-862-7059, E -mail: aleisman@makominingco rp.com or visit our website at
www.makominingcorp.com and SEDAR www.sedar.com.
About Wexford Capital LP
Wexford Capital LP is an SEC registered investment advisor base d in West Palm Beach, Florida and
Greenwich, Connecticut, with approximately U.S.$3 Billion of as sets under management. Wexford has
particular expertise in the energy/natural resources sector wit h 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 th e early warning report filed under applicable
Canadian securities laws in connection with the matters referred to in this news release, please contact:
Wexford Capital LP
411 West Putnam Ave.
Greenwich, CT 06830
USA
Telephone: (203) 862-7000
Contact: Arthur Amron
The head office of Mako is located at 595 Burrard Street, P.O. Box 49195, Suite 2833, Three Bentall Centre,
Vancouver, British Columbia, V7X 1J1. The address of Wex Mako L td is c/o Maples & Calder, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman Islands.
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Forward-Looking Statements
Some of the statements contained herein may be considered “forward-looking information” within the
meaning of applicable securities laws, including statements regarding the completion of the Rights
Offering, use of proceeds from the Rights Offeri ng and the provision of the Standby Commitment.
Although Mako believes that the expectations refl ected in its forward-looking information are
reasonable, such information has been based on fa ctors and assumptions concerning future events that
may prove to be inaccurate. These factors and assumptions are based upon currently available
information to Mako. Such information is subject to known and unknown risks, uncertainties and other
factors that could influence actual results or events and cause actual results or events to differ
materially from those stated, anticipated or implie d in the forward-looking information. A number of
important factors including those set forth in ot her public filings could cause actual outcomes and
results to differ materially from those expressed in these forward-looking statements. Factors that could
cause the actual results to differ materially from those in forward-looking statements include the
receipt of final approval from the TSX Venture Exchange in respect of the Rights Offering and the
timing thereof. Readers are cautioned to not place undue reliance on forward-looking statements. The
statements in this press release are made as of the date of this release and, except as required by
applicable law, Mako does not undertake any obligation to publicly update or to revise any of the
included forward-looking statements, whether as a result of new information, future events or
otherwise. Mako undertakes no obligation to comment on analyses, expectations or statements made by
third parties in respect of Mako, or its financial or operating results or its securities.
Neither the TSX Venture Exchange nor its Regulation Serv ices Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.