Mako Mining amends Mt. Hamilton definitive deals

Executive Summary

• Mako Mining Corp. has entered into amended and restated definitive agreements to restructure the consideration for its acquisition of the Mt. Hamilton project from Sailfish Royalty Corp.
• The key change involves eliminating a proposed 2% Net Smelter Return (NSR) royalty on Mt. Hamilton and removing the project from the secured corporate-level gold stream.
• In lieu of the royalty, Mako has agreed to grant an additional 72-month secured corporate-level gold stream on its other projects, increasing the total deemed purchase price of the stream to $40 million USD.
• The transaction remains subject to shareholder approval at a special meeting scheduled for March 3, 2026, and final TSX Venture Exchange approval.

Key Details

• Transaction Structure: Amendment and restatement of the Purchase and Sale Agreement, Gold Purchase Agreement, and termination of the original Royalty Agreement dated Nov. 26, 2025.
• Consideration Changes:
  • Eliminated: 2% Net Smelter Return (NSR) royalty on the Mt. Hamilton project.
  • Removed: Mt. Hamilton project from the secured corporate-level gold stream.
  • Added: An additional secured corporate-level gold stream for a term of 72 months following the initial 60-month stream term.
• Gold Stream Terms (Initial 60 Months):
  • Volume: 341.7 troy ounces per month from any Mako project except Mt. Hamilton.
  • Price Range: Adjusted to ensure payment between $2,700 USD/oz and $3,700 USD/oz.
  • Payment: 20% of the London PM fixed price for refined gold.
  • Adjustment: Monthly deliveries adjusted via formula to stay within the $738,000 USD to $1,011,333.33 USD monthly payment range.
• Gold Stream Terms (Additional 72 Months):
  • Volume: 100 troy ounces per month from any Mako project except Mt. Hamilton.
  • Price: Not subject to adjustment formula; free and clear of encumbrances.
  • Payment: 20% of the London PM fixed price.
• Deemed Purchase Price: $40 million USD total ($33 million USD for the initial 60-month term + $7 million USD for the additional 72-month term).
• Satisfaction of Consideration: The deemed purchase price is satisfied through the transfer of legal title to Mt. Hamilton LLC from Sailfish to Mako.
• Security: The amended stream is secured against all present and after-acquired property of Mako, plus specific guarantees/pledges regarding Sailfish's encumbrance on Mt. Hamilton.
• Closing Conditions:
  • Receipt of requisite shareholder approval from both Mako and Sailfish.
  • Final approval of the TSX Venture Exchange (conditionally approved).
  • Outside date for closing: March 16, 2026.
• Shareholder Meeting:
  • Date: March 3, 2026, at 10:00 a.m. Toronto time.
  • Location: 40 Temperance St., Bay Adelaide Centre, Toronto, Ont.
  • Record Date: Close of business on Jan. 2, 2026.
• Board Recommendation: Unanimously recommended by the Board (with Mr. Leisman, Mr. Lalani, and Mr. Jacobi abstaining) as being in the best interests of Mako shareholders.
• Fairness Opinion: Updated fairness opinion from Stifel Nicolaus Canada Inc. included in the Management Information Circular supplement, confirming the revised consideration is fair from a financial point of view.

Notable Quotes

• "The amendments have been made 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."