Mako Mining Enters Into a Definitive Purchase and Sale Agreement to Acquire the Mt. Hamilton Gold-Silver Project in Nevada from Sailfish Royalty

Rhea-AI Summary

Mako Mining (OTCQX:MAKOF) has entered a definitive purchase and sale agreement to acquire 100% of Mt. Hamilton LLC and the Mt. Hamilton gold-silver project in White Pine County, Nevada, funded via a US$40 million arrangement with Sailfish Royalty.

Key deal terms include a 60-month gold stream delivering ~341.7 troy ounces per month at 20% of the LBMA PM Fix (minimum US$2,700/oz, maximum US$3,700/oz), followed by a 2% NSR royalty for life of mine. The Gold Stream will be secured against Mako assets and guaranteed by Mt. Hamilton LLC.

The transaction is a related‑party deal (common control by Wexford), a special committee obtained a unanimous recommendation and a Stifel fairness opinion, and a special shareholder meeting is expected by February 2026. Closing remains subject to TSXV and shareholder approvals. A Mt. Hamilton technical report has been filed on SEDAR+.

Positive

• Acquisition funded by a US$40 million purchase price
• Gold Stream delivers ~341.7 oz/month for 60 months
• 2% NSR royalty thereafter for life of mine
• Independent Special Committee unanimously recommended the deal with a Stifel fairness opinion
• Mt. Hamilton technical report filed on SEDAR+

Negative

• Transaction is a related‑party deal requiring disinterested shareholder approval
• Closing is conditional on TSXV approval and shareholder approvals
• Fallback sale to Wexford will occur if requisite approvals are not obtained

News Market Reaction

+3.05%

1 alert

+3.05% News Effect

On the day this news was published, MAKOF gained 3.05%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Acquisition funding: US$40 million Gold stream term: 60 months Monthly gold delivery: 341.7 troy ounces +5 more

8 metrics

Acquisition funding US$40 million Purchase price funded via Sailfish Gold Stream and NSR Royalty

Gold stream term 60 months Duration of monthly gold deliveries to Sailfish

Monthly gold delivery 341.7 troy ounces Gold stream deliveries each month for 60 months

Gold price floor US$2,700/oz Minimum price paid by Sailfish under Gold Stream

Gold price cap US$3,700/oz Maximum price paid by Sailfish under Gold Stream

NSR royalty rate 2% Net smelter return royalty on Mt. Hamilton after stream

Fallback sale price US$40 million Price payable by Wexford if approvals not obtained

Gold stream duration 5 years Five-year term of the Mt. Hamilton Gold Stream

Market Reality Check

Price: $7.57 Vol: Volume 68,056 is about 1....

high vol

$7.57 Last Close

Volume Volume 68,056 is about 1.85x the 20-day average, indicating elevated interest ahead of this acquisition update. high

Technical Price 6.01 is trading above the 200-day MA of 4.14, reflecting a pre-existing uptrend into this deal.

Peers on Argus

MAKOF gained 1.01% with elevated volume while key gold peers were modestly posit...

MAKOF gained 1.01% with elevated volume while key gold peers were modestly positive (e.g., MNDJF up 3.18%, OMGGF up 2.94%). With no peers in the momentum scanner and no same-day peer headlines, the move appears more company-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 03 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Share repurchase plan	Positive	+4.3%	TSXV acceptance of normal course issuer bid to repurchase 5% of shares.
Nov 26	Asset acquisition terms	Positive	+3.0%	Definitive agreement to acquire Mt. Hamilton via US$40M stream and NSR structure.
Nov 20	Quarterly earnings	Positive	-5.3%	Q3 2025 results with higher revenue, cash balance and debt-free status.
Oct 28	Equity financing	Neutral	+0.9%	Closing of C$55.25M bought deal and non-brokered private placements.
Sep 30	Acquisition announcement	Positive	+11.1%	Initial announcement of proposed Mt. Hamilton acquisition and critical metals exposure.

Pattern Detected

Acquisition-related announcements and capital deployment have generally seen positive price alignment, while one strong earnings release drew a notable negative divergence.

Recent Company History

Over the last few months, Mako has focused on acquisitions and balance sheet moves. The company advanced the Mt. Hamilton deal from proposal on Sep 30, 2025 to this definitive agreement on Nov 26, 2025, both with positive next-day reactions. It strengthened finances via a C$55.25M private placement and reported Q3 2025 growth with higher revenue and cash, though that earnings release saw a -5.34% reaction, contrasting with the generally constructive response to acquisition news.

Market Pulse Summary

This announcement formalizes Mako’s acquisition of the Mt. Hamilton gold-silver project via a US$40 ...

Analysis

This announcement formalizes Mako’s acquisition of the Mt. Hamilton gold-silver project via a US$40 million Gold Stream and 2% NSR Royalty with Sailfish. It advances the September proposal into binding agreements, while maintaining related-party safeguards through a special committee and fairness opinion. Key variables to watch include securing TSXV and shareholder approvals, the economics under the fixed 60‑month streaming terms, and integration alongside existing San Albino and Moss operations.

Key Terms

gold stream, net smelter return royalty, technical report, related party transaction, +4 more

8 terms

gold stream financial

"grant to Sailfish a five-year gold stream (the "Gold Stream") and a subsequent"

A gold stream is a contract where an investor or firm pays cash up front to a mining company in exchange for the right to buy a portion of that mine’s future gold at a set, usually below-market, price or to receive a fixed share of production. It matters to investors because it provides miners with immediate funding without issuing traditional debt or equity, while the streamer gains long-term exposure to gold at a predictable cost — a trade-off between lower purchase price and limited upside if gold prices rise sharply.

net smelter return royalty financial

"and a subsequent 2% net smelter return royalty (the "NSR Royalty") on the"

A net smelter return (NSR) royalty is a contractual right to receive a percentage of the revenue from minerals sold after they are processed and refined, with common deductions for transportation and refining fees. Investors care because an NSR provides a predictable slice of mining project income without owning the mine, so it affects expected cash flow, risk exposure to commodity prices, and the valuation of both the royalty and the operating project—similar to collecting a portion of rent after paying building maintenance costs.

technical report technical

"A mineral resource estimate technical report for the Mt. Hamilton project"

A technical report is a detailed, expert-written document that explains the methods, data, results and risks behind a company’s engineering, scientific or operational claim — for example estimates of resources, product testing, or project feasibility. Investors use it like an independent inspection or blueprint: it reveals how solid the underlying work is, what assumptions were made and what could go wrong, helping assess value and risk before committing money.

related party transaction regulatory

"constitutes a related party transaction within the meaning of Multilateral"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"within the meaning of Multilateral Instrument 61-101- Protection of Minority"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

fairness opinion financial

"including receipt of a formal fairness opinion from Stifel Nicolaus Canada Inc."

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

special committee regulatory

"the Board appointed a special committee (the "Special Committee") consisting of"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

net smelter return financial

"will be entitled to the 2% NSR royalty on all mineral production"

Net smelter return is the percentage of revenue from selling a mineral or metal that a mining company or project owner receives after deducting costs like refining and transportation. It functions like a share of the profits from the mineral's sale, giving investors an idea of how much money the project generates. This measure helps investors assess the potential profitability of a mining asset.

AI-generated analysis. Not financial advice.

VANCOUVER, BC / ACCESS Newswire / November 26, 2025 / Mako Mining Corp. ("Mako" or the "Company") (TSXV:MKO)(OTCQX:MAKOF) is pleased to announce that, further to its press release dated September 30, 2025, it has entered into a definitive purchase and sale agreement (the "Purchase Agreement") with Sailfish Royalty Corp. ("Sailfish") providing for the acquisition (the "Acquisition"), through Mako US Corp., of 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. In connection with the Acquisition, Mako has also entered into definitive agreements to grant to Sailfish a five-year gold stream (the "Gold Stream") and a subsequent 2% net smelter return royalty (the "NSR Royalty") on the Mt. Hamilton Project, which will take effect upon completion of the Acquisition. For further details regarding the proposed Acquisition, please refer to the Company's press release dated September 30, 2025. A copy of the Purchase Agreement will also be made available under the Company's SEDAR+ profile at www.sedarplus.ca.

Pursuant to the terms of the Purchase Agreement, Mako US has appointed and directed Sailfish, as its nominee, agent and bare trustee, to use the aggregate US$40 million purchase price paid by Sailfish for the Gold Stream and the NSR Royalty to fund the purchase price for the Acquisition. As of the date hereof, Sailfish has transferred to Mako US 100% of the beneficial ownership of the membership interests in MH LLC and the exercise of operational control over the Mt. Hamilton Project, including responsibility for all obligations, liabilities, costs and expenses associated therewith, but will continue to hold registered legal title to such membership interests until closing of the Acquisition. From the date of the Purchase Agreement until closing of the Acquisition, Sailfish will act as nominee, agent and bare trustee for and on behalf of Mako US and will take all such action as directed by Mako US in respect of the registered legal ownership of the membership interest in MH LLC.

Closing of the Acquisition is subject to certain closing conditions including acceptance of the TSX Venture Exchange (the "TSXV"), and the approval of the Company's shareholders and the approval of Sailfish's shareholders.

Gold Stream and NSR Royalty
Upon closing of the Acquisition and the transfer of the registered legal ownership of MH LLC from Sailfish to Mako US, Mako will commence gold deliveries to Sailfish under the terms of the definitive gold purchase agreement entered into governing the Gold Stream, consisting of: (i) a monthly delivery of gold for a period of 60 months, whereby Sailfish will purchase approximately 341.7 troy ounces of gold at a price equal to 20% of the London Bullion Market Association PM Fix price, but in any event not less than US$2,700 per ounce of gold and not more than US$3,700 per ounce of gold. Following completion of the 60 month Gold Stream, Sailfish will be entitled to the 2% NSR royalty on all mineral production with respect to the Mt. Hamilton Project for the life of the mine, pursuant to the terms of the definitive royalty agreement entered into governing the NSR Royalty. The Gold Stream will be secured against all present and after-acquired property of Mako and guaranteed by Mt. Hamilton LLC.

In the event Mako or Sailfish are unable to obtain the required shareholder and regulatory approvals in connection with completing the Acquisition, Mako and Mako US, as applicable, have agreed under the terms of the Purchase Agreement to repay the purchase amounts for the Gold Stream and NSR Royalty to Sailfish and terminate all definitive agreements related to the Acquisition, the Gold Stream and the NSR Royalty, and irrevocably direct Sailfish to transfer all beneficial and registered legal ownership of the membership interests in MH LLC and operational control of the Mt. Hamilton Project to Wexford Capital LP ("Wexford"), or a subsidiary thereof, who will elect to receive such transfer for a purchase price of US$40 million plus an amount equal to the then outstanding interest charges owing by Sailfish to Wexford under its credit facility with Wexford.

Technical Report Filed for Mt. Hamilton Open Pit Heap Leach Gold-Silver Project
A mineral resource estimate technical report for the Mt. Hamilton project (the "Mt. Hamilton Technical Report"), prepared by Advantage Geoservices Ltd., APEX Geoscience Ltd. and DRA Americas Inc., has been filed under the Company's SEDAR+ profile at www.sedarplus.ca, and is available on the Company's website at www.makominingcorp.com.

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, the Acquisition (inclusive of the conditional Fallback Sale as described in further detail in the Purchase Agreement, 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 the Acquisition 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 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, including receipt of a formal fairness opinion from Stifel Nicolaus Canada Inc. ("Stifel Canada"), and after taking into account the alternatives available to the Company, the Special Committee unanimously recommended that independent members of the Board approve the entering into of the Purchase Agreement and the definitive agreements to grant the Gold Stream and the NSR Royalty. Following the report of the Special Committee, the independent members of the Board (with Messrs. Leisman, Lalani and Jacobi each declaring his interest and abstaining from deliberations and voting) determined to approve the entering into of the definitive agreements, which was determined to be in the best interests of the Company and the consideration payable under the Acquisition was determined to be fair, from a financial point of view, to the Company.

Special Meeting of Shareholders
Under the Policies of the TSXV, Mako has determined to seek disinterested shareholder approval for the completion of the Acquisition, as a related party transaction, at a special meeting of shareholders, which is expected to be held by February, 2026.

Additional details regarding the terms and conditions of the Acquisition 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 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 district-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 aleisman@makominingcorp.com, 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.

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 obtain shareholder approval for the Acquisition at a special meeting of shareholders expected to be held by February 2026; Mako's expectation of receipt of approval by the TSXV of the completion of the Acquisition; Mako's expectations regarding closing the Acquisition, and commencing the gold deliveries under the Gold Stream, following which period the NSR Royalty will commence; the potential fallback sale of beneficial and legal registered ownership and control of MH LLC and the Mt. Hamilton Project to Wexford in the event the requisite shareholder and/or regulatory approval, including acceptance of the TSXV, is not obtained by Mako and/or Sailfish;; and the expected fulfilment of all conditions to completing the Acquisition being met. 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 that could cause actual events or results to differ materially from those projected in the forward-looking information. These risks include either the Company or Sailfish not obtaining the requisite shareholder and regulatory approval required to complete the Acquisition, in a timely manner or at all, and Mako remaining responsible for the interim period costs, expenses and liabilities in connection with the Mt. Hamilton Project; changes in market conditions and the execution of Mako's business strategies; 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.

SOURCE: Mako Mining Corp.

View the original press release on ACCESS Newswire

FAQ

What is the purchase price for Mako Mining's Mt. Hamilton acquisition (MAKOF)?

The Acquisition is funded via a US$40 million arrangement with Sailfish Royalty.

How does the gold stream for Mt. Hamilton (MAKOF) work and how much gold is delivered?

Sailfish will receive ~341.7 troy ounces per month for 60 months at 20% of the LBMA PM Fix with a floor of US$2,700/oz and cap of US$3,700/oz.

What happens after the 60‑month gold stream for MAKOF's Mt. Hamilton?

After 60 months Sailfish receives a 2% NSR royalty on all mineral production for the life of the mine.

When will Mako (MAKOF) seek shareholder approval for the related‑party Mt. Hamilton deal?

Mako expects to hold a special meeting to seek disinterested shareholder approval by February 2026.

Is the Mt. Hamilton transaction a related‑party deal for MAKOF and why does that matter?

Yes; both Mako and Sailfish are under common control by Wexford, so disinterested shareholder approval and special committee review are required under applicable policies.

Has Mako (MAKOF) filed technical data for Mt. Hamilton and where can investors find it?

Yes; a Mt. Hamilton technical report has been filed and is available on SEDAR+ and the company's website.