Mako Mining Q3 2026 net income rises to $16.4M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Mako Mining Corp. reported Q3 2026 revenue of $50.7 million and net income of $16.4 million, compared with $27.6 million and $1.2 million a year earlier. For the first nine months, revenue was $181.9 million, net income was $53.5 million and operating cash flow was $56.0 million, versus $98.1 million, $19.4 million and $31.0 million, respectively, in 2025. Gold sales totaled 39,912 ounces year to date.
Moss Mine crushing averaged 5,113 short tons per day in Q3, below the initial target of 8,500 short tons per day; the company cited mechanical constraints and operating bottlenecks, and said the mine had not reached commercial production as of September 30, 2026. The technical report estimates an after-tax NPV of $254 million, based on $3,500-per-ounce gold, $50-per-ounce silver and a 5% discount rate, and a 15-year mine life. A separate, non-binding proposal for a corporate-level gold stream, excluding Mt. Hamilton, would run for 240 months. Upon completion, Mako would subscribe for 70,000,000 Sailfish common shares at C$5.76 per share, and Sailfish would issue the shares. Completion remains subject to negotiations, definitive agreements and multiple approvals.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month revenue reached $181.9 million, versus $98.1 million in 2025.
- Moderate pointNine-month net income was $53.5 million, versus $19.4 million in 2025.
- Moderate pointNine-month operating cash flow was $56.0 million, versus $31.0 million in 2025.
Negative
- Moderate pointNine-month AISC was $2,469 per ounce sold, versus $1,820 in 2025.
- Moderate pointMoss crushing averaged 5,113 short tons per day, below the 8,500 target.
Key Figures
Key Terms
non-binding letter of intent financial
gold stream financial
after-tax net present value financial
Mineral Reserves technical
heap leaching technical
NSR royalty financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did MAKO's 2026 year-to-date results compare with 2025?
What are the proposed terms of MAKO's Sailfish gold stream?
What approvals does MAKO's proposed Sailfish transaction require?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2026
Commission File Number: 001-43201
Mako Mining Corp.
(Translation of registrant's name into English)
Suite 700-838 West Hastings Street
Vancouver, British Columbia,
Canada V6C 0A6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025 |
| 99.2 | Management's Discussion and Analysis for the three and nine months ended September 30, 2026 and 2025 |
| 99.3 | CEO Certification |
| 99.4 | CFO Certification |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| Mako Mining Corp. | ||
| Date: November 12, 2026 | By: | /s/ Akiba Leisman |
| Name: | Akiba Leisman | |
| Title: | Chief Executive Officer | |

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
(Unaudited)

| CONTENTS | |
| Condensed Interim Consolidated Statements of Financial Position | 1 |
| Condensed Interim Consolidated Statements of Income and Comprehensive Income | 2 |
| Condensed Interim Consolidated Statements of Changes in Shareholders' Equity | 3 |
| Condensed Interim Consolidated Statements of Cash Flows | 4 |
| Notes to the Condensed Interim Consolidated Financial Statements | |
| 1 Nature of operations | 5 |
| 2 Basis of presentation | 5 |
| 3 Material accounting policies | 6 |
| 4 Estimation uncertainty and areas of significant judgement | 7 |
| 5 Acquisition of Mt. Hamilton LLC | 8 |
| Consolidated Statements of Financial Position | |
| 6 Marketable securities | 9 |
| 7 Receivables, prepaids and other assets | 10 |
| 8 Inventories | 11 |
| 9 Mining interests, plant and equipment | 12 |
| 10 Accounts payable and accrued liabilities | 13 |

| 11 Sailfish Gold Stream | 13 |
| 12 Reclamation and Rehabilitation Obligation ("ARO") | 15 |
| 13 Share Capital | 16 |
| Consolidated Statements of Income and Comprehensive Income | |
| 14 General and administrative expenses | 17 |
| 15 Accretion and interest expense | 18 |
| Other Disclosures | |
| 16 Other income (expense) | 18 |
| 17 Related party transactions | 18 |
| 18 Segmented information | 21 |
| 19 Supplemental cash flow information | 24 |
| 20 Financial instruments | 24 |
| 21 Capital management | 26 |
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Expressed in thousands of United States dollars (Unaudited) |
| Note | As at September 30, 2026 |
As at December 31, 2025 |
|||||
| ASSETS | |||||||
| Current | |||||||
| Cash and cash equivalents | $ | 50,291 | $ | 77,277 | |||
| Marketable securities | 6 | 66,924 | 236 | ||||
| Receivables, prepaids and other assets | 7 | 9,423 | 5,031 | ||||
| Inventories | 8 | 41,311 | 29,178 | ||||
| Total current assets | $ | 167,949 | $ | 111,722 | |||
| Inventories | 8 | 12,197 | 12,829 | ||||
| Other assets | 7 | 1,192 | 1,545 | ||||
| Restricted cash | - | 1,768 | |||||
| Mining interest, plant and equipment | 9 | 136,668 | 80,581 | ||||
| TOTAL ASSETS | $ | 318,006 | $ | 208,445 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 10 | $ | 40,262 | $ | 28,498 | ||
| Deferred gain on sale of mineral interest | 395 | 350 | |||||
| Current portion of Sailfish Gold Stream | 11 | 13,147 | - | ||||
| Total current liabilities | $ | 53,804 | $ | 28,848 | |||
| Accrued liabilities | 10 | 2,398 | 1,062 | ||||
| Provision for reclamation and rehabilitation | 12 | 19,003 | 20,441 | ||||
| Deferred income taxes | 8,140 | 6,962 | |||||
| Deferred gain on sale of mineral interest | 169 | 399 | |||||
| Sailfish Gold Stream | 11 | 26,593 | - | ||||
| Total liabilities | $ | 110,107 | $ | 57,712 | |||
| Shareholders' equity | |||||||
| Share capital | 13 | 164,170 | 162,447 | ||||
| Contributed surplus | 13 | 19,082 | 16,817 | ||||
| Accumulated other comprehensive income | 2,074 | 2,350 | |||||
| Surplus (Deficit) | 22,573 | (30,881 | ) | ||||
| Total shareholders' equity | $ | 207,899 | $ | 150,733 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 318,006 | $ | 208,445 |
Approved by the Board of Directors on November 11, 2026
|
"John Hick", Audit Committee Chair |
"Akiba Leisman", Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Expressed in thousands of United States dollars, except per share amounts (Unaudited) |
| Three months ended | Nine months ended | ||||||||||||
| Note | September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| Revenue | $ | 50,722 | $ | 27,553 | $ | 181,906 | $ | 98,037 | |||||
| Production services revenue | 25 | 22 | 33 | 41 | |||||||||
| $ | 50,747 | $ | 27,575 | $ | 181,939 | $ | 98,078 | ||||||
| Cost of sales | |||||||||||||
| Production costs | (24,844 | ) | (16,563 | ) | (79,302 | ) | (47,282 | ) | |||||
| Depreciation, depletion and amortization | (1,908 | ) | (1,540 | ) | (6,465 | ) | (5,554 | ) | |||||
| $ | (26,752 | ) | $ | (18,103 | ) | $ | (85,767 | ) | $ | (52,836 | ) | ||
| Gross profit | $ | 23,995 | $ | 9,472 | $ | 96,172 | $ | 45,242 | |||||
| Exploration and evaluation expenses | (4,009 | ) | (2,787 | ) | (9,401 | ) | (6,526 | ) | |||||
| General and administrative expenses | 14 | (4,074 | ) | (2,893 | ) | (12,165 | ) | (7,197 | ) | ||||
| Accretion and interest expense | 15 | (325 | ) | (347 | ) | (936 | ) | (1,050 | ) | ||||
| Interest income | 453 | 201 | 1,493 | 218 | |||||||||
| Other income (expense) | 16 | 6,167 | 591 | 4,786 | 1,821 | ||||||||
| Income before income taxes | $ | 22,207 | $ | 4,237 | $ | 79,949 | $ | 32,508 | |||||
| Income tax expense | (4,326 | ) | (1,865 | ) | (25,317 | ) | (9,363 | ) | |||||
| Deferred tax expense | (1,440 | ) | (1,176 | ) | (1,178 | ) | (3,707 | ) | |||||
| Income for the period | $ | 16,441 | $ | 1,196 | $ | 53,454 | $ | 19,438 | |||||
| Other comprehensive loss | |||||||||||||
| Items subject to reclassification into statement of income: | |||||||||||||
| Foreign currency translation adjustment | (224 | ) | (421 | ) | (276 | ) | (778 | ) | |||||
| Other comprehensive loss for the period | (224 | ) | (421 | ) | (276 | ) | (778 | ) | |||||
| Comprehensive income for the period | $ | 16,217 | $ | 775 | $ | 53,178 | $ | 18,660 | |||||
| Basic income per common share | $ | 0.19 | $ | 0.01 | $ | 0.61 | $ | 0.24 | |||||
| Diluted income per common share | $ | 0.18 | $ | 0.01 | $ | 0.59 | $ | 0.24 | |||||
| Weighted average common shares outstanding - basic (thousands) | 88,044 | 80,088 | 87,926 | 79,621 | |||||||||
| Weighted average common shares outstanding - diluted (thousands) | 90,594 | 81,714 | 90,287 | 80,415 | |||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Expressed in thousands of United States dollars (Unaudited) |
| Number of shares (000s) |
Share capital | Contributed surplus |
Accumulated other comprehensive income |
Surplus (Deficit) |
Total | |||||||||||||
| Balance at December 31, 2024 | 79,249 | $ | 121,778 | $ | 16,321 | $ | 2,837 | $ | (64,013 | ) | $ | 76,923 | ||||||
| Shares cancelled (NCIB) | (535 | ) | (749 | ) | - | - | (608 | ) | (1,357 | ) | ||||||||
| Shares issued on exercise of options | 500 | 1,720 | (623 | ) | - | - | 1,097 | |||||||||||
| Shares issued on exercise of warrants | 794 | 2,088 | (682 | ) | - | - | 1,406 | |||||||||||
| Common shares issued on RSU vesting | 4 | 6 | (6 | ) | - | - | - | |||||||||||
| Common shares issued on DSU vesting | 91 | 166 | (166 | ) | - | - | - | |||||||||||
| Share-based compensation | - | - | 1,138 | - | - | 1,138 | ||||||||||||
| Net income | - | - | - | - | 19,438 | 19,438 | ||||||||||||
| Other comprehensive loss | - | - | - | (778 | ) | - | (778 | ) | ||||||||||
| Balance at September 30, 2025 | 80,103 | $ | 125,009 | $ | 15,982 | $ | 2,059 | $ | (45,183 | ) | $ | 97,867 | ||||||
| Private placement | 6,906 | 37,438 | - | - | - | 37,438 | ||||||||||||
| Share-based compensation | - | - | 835 | - | - | 835 | ||||||||||||
| Net income | - | - | - | - | 14,302 | 14,302 | ||||||||||||
| Other comprehensive income | - | - | - | 291 | - | 291 | ||||||||||||
| Balance at December 31, 2025 | 87,009 | $ | 162,447 | $ | 16,817 | $ | 2,350 | $ | (30,881 | ) | $ | 150,733 | ||||||
| Shares issued on exercise of options | 425 | 1,454 | (477 | ) | - | - | 977 | |||||||||||
| Common shares issued on RSU vesting | 256 | 269 | (269 | ) | - | - | - | |||||||||||
| Share-based compensation | - | - | 3,011 | - | - | 3,011 | ||||||||||||
| Net income | - | - | - | - | 53,454 | 53,454 | ||||||||||||
| Other comprehensive loss | - | - | - | (276 | ) | - | (276 | ) | ||||||||||
| Balance at September 30, 2026 | 87,690 | $ | 164,170 | $ | 19,082 | $ | 2,074 | $ | 22,573 | $ | 207,899 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in thousands of United States dollars (Unaudited) |
| Note | Three months ended | Nine months ended | |||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Operating activities | |||||||||||||
| Income for the period | $ | 16,441 | $ | 1,196 | $ | 53,454 | $ | 19,438 | |||||
| Non-cash items: | |||||||||||||
| Accretion and interest expense | 244 | 345 | 641 | 1,051 | |||||||||
| Depreciation, depletion and amortization | 2,061 | 1,631 | 8,438 | 5,811 | |||||||||
| Deferred tax expense | 1,440 | 1,176 | 1,178 | 3,707 | |||||||||
| Gain on marketable securities | (7,004 | ) | - | (8,052 | ) | - | |||||||
| Other income (expense) | (244 | ) | (45 | ) | (185 | ) | (45 | ) | |||||
| Gain on elimination of Contingent Consideration | - | - | - | (1,000 | ) | ||||||||
| Change in fair value of derivative liability | 1,061 | (180 | ) | 3,466 | 95 | ||||||||
| Gold stream deliveries, own production | (1,103 | ) | - | (2,114 | ) | - | |||||||
| Share-based payments | 1,208 | 560 | 3,011 | 1,138 | |||||||||
| Unrealized foreign exchange (gain) loss | 151 | (369 | ) | 72 | (764 | ) | |||||||
| $ | 14,255 | $ | 4,314 | $ | 59,909 | $ | 29,431 | ||||||
| Changes in non-cash working capital | 19 | (3,139 | ) | 281 | (3,915 | ) | 93 | ||||||
| Restricted cash - refunded | - | - | - | 1,503 | |||||||||
| Net cash provided by operating activities | $ | 11,116 | $ | 4,595 | $ | 55,994 | $ | 31,027 | |||||
| Investing activities | |||||||||||||
| Acquisition of EG Acquisition LLC, proceeds paid | - | - | - | (6,489 | ) | ||||||||
| Acquisition of EG Acquisition LLC, cash acquired | - | - | - | 346 | |||||||||
| Acquisition of EG Acquisition LLC, transaction costs | - | (5 | ) | - | (356 | ) | |||||||
| Acquisition of Mt. Hamilton LLC, transaction costs | - | - | (502 | ) | - | ||||||||
| Sailfish Silver Option Payment | - | - | - | 1,000 | |||||||||
| Secured Debt Investment | - | (1,800 | ) | - | (1,800 | ) | |||||||
| Purchase of marketable securities | (21,128 | ) | - | (60,366 | ) | - | |||||||
| Sale of marketable securities | 1,249 | - | 1,249 | - | |||||||||
| Expenditures on mining interest, plant and equipment | (10,896 | ) | (3,347 | ) | (20,453 | ) | (9,647 | ) | |||||
| Net cash used in investing activities | $ | (30,775 | ) | $ | (5,152 | ) | $ | (80,072 | ) | $ | (16,946 | ) | |
| Financing activities | |||||||||||||
| Purchase of common shares - NCIB | - | - | - | (1,357 | ) | ||||||||
| Proceeds from exercise of warrants | - | - | - | 1,406 | |||||||||
| Proceeds from exercise of options | 204 | 83 | 977 | 1,097 | |||||||||
| Repayment of Sailfish Silver Loan | - | - | - | (1,286 | ) | ||||||||
| Repayment of interest on the Revised Wexford Loan | - | (312 | ) | - | (629 | ) | |||||||
| Payments on lease liability | (102 | ) | (26 | ) | (102 | ) | (78 | ) | |||||
| Gold stream deliveries, purchased from market | (1,931 | ) | - | (3,954 | ) | - | |||||||
| Net cash used in financing activities | $ | (1,829 | ) | $ | (255 | ) | $ | (3,079 | ) | $ | (847 | ) | |
| Effect of foreign exchange on cash and cash equivalents | (134 | ) | (63 | ) | 171 | (36 | ) | ||||||
| Change in cash and cash equivalents | $ | (21,622 | ) | $ | (875 | ) | $ | (26,986 | ) | $ | 13,198 | ||
| Cash and cash equivalents, beginning of the period | $ | 71,913 | $ | 28,594 | $ | 77,277 | $ | 14,521 | |||||
| Cash and cash equivalents, end of period | $ | 50,291 | $ | 27,719 | $ | 50,291 | $ | 27,719 | |||||
| Other information | |||||||||||||
| Taxes paid in cash | (2,974 | ) | (845 | ) | (19,647 | ) | (6,861 | ) | |||||
| Interest received | 453 | 201 | 1,493 | 218 | |||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
1 NATURE OF OPERATIONS
Mako Mining Corp. ("Mako" or the "Company") was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the Business Corporations Act (British Columbia) on November 14, 2007. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "MKO". On March 30, 2026, the Company's common shares were listed and commenced trading on the NASDAQ Stock Market LLC ("NASDAQ") under the symbol "MAKO". The address of the Company's corporate office and principal place of business is Suite 700 - 838 West Hastings Street, Vancouver, BC, V6C 0A6, Canada.
Mako is a gold mining, development and exploration company. The Company's primary asset is the San Albino Mine, an open pit mine located in Nicaragua. On March 27, 2025, the Company acquired EG Acquisition LLC (individually, or collectively with its subsidiaries, as applicable, "EGA"), resulting in the acquisition of the Moss Mine located in Arizona, United States of America (the "USA"). The Moss Mine is an open pit operation currently ramping up to commercial production. On March 24, 2026, the Company completed the acquisition of 100% of the membership interests of Mt. Hamilton LLC ("MHC") the owner of the Mt. Hamilton Project in Nevada, USA. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua and advance the Mt. Hamilton Project in Nevada, USA and the Eagle Mountain Project in Guyana in preparation for development.
2 BASIS OF PRESENTATION
(a) Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), as applicable to the preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting ("IAS 34"). Accordingly, they do not include all the information and notes to the consolidated financial statements required by IFRS Accounting Standards for annual financial statements and should be read in conjunction with the Company's most recent audited consolidated financial statements for the year ended December 31, 2025.
These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on November 11, 2026.
(b) Basis of presentation
These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments that are measured at fair value.
(c) Basis of consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions, balances, revenues and expenses have been eliminated upon consolidation.
Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date of disposition or until control ceases. Control exists when the Company has exposure or rights to variable returns from its involvement with an entity, and the ability to affect those returns through its power over the entity.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
The condensed interim consolidated financial statements of the Company include the following subsidiaries:
| Subsidiary | Referred to as | Place of incorporation |
Ownership interest |
Principal activity |
| Goldsource Mines Inc. | "Goldsource" | Canada | 100% | Parent company to EMGC. |
| Eagle Mountain Gold Corp. | "EMGC" | Canada | 100% | Parent company to SGI. |
| Stronghold Guyana Inc. | "SGI" | Guyana | 100% | Holds mineral interest in Guyana, exploration activities; and has a 98% interest in a joint arrangement with Kilroy Mining Inc to operate the Eagle Mountain Project. |
| Gold Belt, S.A. | "Gold Belt" | Nicaragua | 100% | Holds mineral interest in Nicaragua, exploration activities. |
| Nicoz Resources, S.A. | "Nicoz" | Nicaragua | 100% | Gold production. Holds mineral interest in Nicaragua, San Albino and Las Conchitas deposits and exploration activities. |
| Mako US Corp. | "Mako US" | United States | 100% | Service company and parent company to EGA. |
| EG Acquisition LLC | "EGA" | United States | 100% | Parent company to GVC. |
| Golden Vertex Corp | "GVC" | United States | 100% | Gold production. Holds mineral interest in the USA, the Moss Mine. |
| Mt. Hamilton LLC | "MHC" | United States | 100% | Holds mineral interest in USA, the Mt. Hamilton Project. |
3 MATERIAL ACCOUNTING POLICIES
The accounting policies and methods used in the preparation of these condensed interim consolidated financial statements are the same as those applied in the Company's most recent audited consolidated financial statements for the year ended December 31, 2025, except for below:
In May 2024, the International Accounting Standards Board issued Amendments to the Classification and Measurement of Financial Instruments (amendments to IFRS 9 and IFRS 7). The amendments clarify the requirements for the recognition and derecognition of financial assets and financial liabilities, including introducing an accounting policy option for the derecognition of financial liabilities settled through an electronic payment system before the settlement date.
The amendments also provide additional guidance on assessing the contractual cash flow characteristics of financial assets, including those with contingent or ESG-linked features, and enhance disclosure requirements for financial instruments with contingent features and for equity instruments designated at fair value through other comprehensive income.
The Company adopted the amendments effective January 1, 2026. These amendments have no material impact on the condensed interim consolidated financial statements. For financial liabilities settled in cash using an electronic payment system, Mako applied the election to deem these financial liabilities to be discharged before the settlement date.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
IFRS accounting standards and pronouncements - not yet adopted
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the International Accounting Standards Board issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces new presentation requirements for the statement of profit or loss, including the use of three defined categories, operating, investing, and financing, and the inclusion of specified subtotals. The standard also requires entities to provide additional disclosures for management-defined performance measures, as well as enhanced guidance on the aggregation and disaggregation principles that apply to both the primary financial statements and the notes. IFRS 18 does not change the recognition or measurement of items in the financial statements, nor the classification or presentation of items within other comprehensive income.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, including interim periods, with retrospective application required. Early application is permitted. The Company is currently assessing the impact of this new standard on its future financial statements.
4 ESTIMATION UNCERTAINTY AND AREAS OF SIGNIFICANT JUDGEMENT
The preparation of these condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
In preparing these condensed interim consolidated financial statements, the Company applied the same significant judgments in applying its accounting policies and is exposed to the same sources of estimation uncertainty as disclosed its Annual Financial Statements except for the following changes.
(a) Business combinations and asset acquisitions
The assessment of whether an acquisition meets the definition of a business or whether it is a purchase of assets is a key area of judgment. If deemed to be a business combination, the acquisition method requires acquired assets and liabilities assumed to be recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill. Where an acquisition involves a purchase of assets the purchase price is allocated to the assets acquired and liabilities assumed based on their relative fair value and no goodwill arises on the transaction. The acquisition of MHC was determined to be a purchase of assets. Refer to note 5 for additional details.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
(b) Achievement of commercial production
Depreciation of capitalized costs begins once a mine reaches the operating levels intended by management. Determining when specific assets reach this stage requires significant judgment. In making this assessment, management considered several factors, including the mobilization of the mining contractor, the feed rate to the crusher, and metallurgical recoveries achieving a predetermined target of plan. As at September 30, 2026, the Moss Mine did not reach commercial production.
(c) Gold stream obligations
The carrying value of the Sailfish Gold Stream represents management's best estimate of the fair value of the arrangement on initial recognition and at the reporting date. In determining fair value, management applies judgment in selecting an appropriate valuation methodology and makes significant assumptions regarding future gold prices and the discount rate, based on prevailing market conditions and reflecting risks specific to the arrangement. Refer to note 11 for additional details.
5 ACQUISITION OF MT. HAMILTON LLC
On March 24, 2026, the Company completed the acquisition of 100% of the membership interests of MHC, the owner of the Mt. Hamilton Project located in Nevada, United States, from Sailfish Royalty Corp. ("Sailfish"). Management determined that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, being the mineral property associated with the Mt. Hamilton Project. Accordingly, the transaction was accounted for as an asset acquisition.
The total consideration for the acquisition consisted of consideration in the form of two gold stream commitments, as described in note 11. Total purchase price was determined as follows:
| Note | $ | |||
| Fair value of Sailfish Gold Stream | 11 | 42,342 | ||
| External legal and advisory fees and due diligence costs | 1,286 | |||
| Total consideration | 43,628 |
The total purchase price was allocated to the assets acquired and the liabilities assumed based on the fair value of the total consideration transferred at the closing date of the acquisition, which are as follows:
| $ | |||
| Assets acquired and liabilities assumed: | |||
| - Exploration and evaluation asset | 43,630 | ||
| - Reclamation bond | 139 | ||
| Less: | |||
| - Accounts payable and accrued liabilities | (2 | ) | |
| - Reclamation and rehabilitation obligation | (139 | ) | |
| 43,628 |
8
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
The Mt. Hamilton Project consists of four mineral property leases that require annual advance minimum royalty payments (the "Minimum Royalty Payments"). Two of the leases are governed by separate agreements with Centennial Minerals Company ("CMC") and require Minimum Royalty Payments of $300 and $80, respectively. The agreement with John E. Carrington requires an annual Minimum Royalty Payment of $130, which increases by $2 each year. The agreement with Osisko Mining (USA) Inc. requires a Minimum Royalty Payment equal to the greater of $33 or the cash equivalent of 33 ounces of gold. As of the acquisition date, aggregate Minimum Royalty Payments totaling $9,021 had been made.
Subject to the terms of the respective agreements, the Minimum Royalty Payments are creditable against future net smelter return ("NSR") royalties payable upon commencement of commercial production. Upon acquisition, the Mt. Hamilton Project was classified as an exploration and evaluation asset in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources. Given the inherent uncertainty related to the recoverability of these advance payments prior to the determination of technical feasibility and commercial viability, no separate asset was recognized for the Minimum Royalty Payments. Accordingly, such payments were capitalized as part of the exploration and evaluation asset for the Mt. Hamilton Project. These advance payments will be separately assessed and reclassified, as appropriate, upon a decision to proceed with development.
6 MARKETABLE SECURITIES
| As at September 30, 2026 |
As at December 31, 2025 |
|||||
| SPDR Gold shares (Refer (a) below) | $ | 52,071 | $ | - | ||
| Shares of public mining companies | 14,853 | 236 | ||||
| $ | 66,924 | $ | 236 |
(a) During the period ended September 30, 2026, the Company purchased 136,650 units of SPDR Gold Shares for total consideration of $51,506. The investment was classified as fair value through profit or loss (FVTPL).
For the three months and nine months ended September 30, 2026, the Company recognized an unrealized mark-to-market gain of $6,080 and $7,128, respectively, a realized mark-to-market gain of $924 and $924, respectively, and dividend income of $99 and $99, respectively, on marketable securities.
9
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
7 RECEIVABLES, PREPAIDS AND OTHER ASSETS
| As at September 30, 2026 |
As at December 31, 2025 |
|||||
| Trade receivable | $ | 1,908 | $ | 251 | ||
| Prepaid expenses | 1,650 | 1,872 | ||||
| Supplier advances and deposits | 2,632 | 971 | ||||
| Senior Secured Debt (Refer (a) below) | 1,800 | 1,800 | ||||
| Advance tax (net of provision) | 1,230 | - | ||||
| Other | 203 | 137 | ||||
| $ | 9,423 | $ | 5,031 | |||
| Disclosed as non-current: | ||||||
| Supplier advances and deposits | 1,192 | 549 | ||||
| Deferred transaction costs | - | 996 | ||||
| $ | 1,192 | $ | 1,545 | |||
| $ | 10,615 | $ | 6,576 |
(a) On July 2, 2025, the Company acquired, for $1,800, approximately $49,509 ("Face Value") of indebtedness (the "Senior Secured Debt") owing by Elevation Gold Mining Corporation ("Elevation") to Maverix Metals Inc. ("Maverix"), the senior secured creditor of Elevation under its Companies' Creditors Arrangement Act ("CCAA") proceedings before the Supreme Court of British Columbia. As a result of this acquisition, the Monitor in Elevation's CCAA proceedings will now facilitate any distributions to Mako as the principal secured creditor in place of Maverix. However, expected recoveries are significantly below the Senior Secured Debt's Face Value. As of September 30, 2026, the CCAA proceedings remain ongoing, and the Company continues to assess that the carrying amount of investment in debt will be recovered.
10
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
8 INVENTORIES
| As at September 30, 2026 |
As at December 31, 2025 |
|||||
| Stockpiled ore | $ | 14,795 | $ | 10,696 | ||
| Ore in-circuit | 2,964 | 1,584 | ||||
| Heap leach ore | 17,811 | 11,262 | ||||
| Finished metal | 1,375 | 1,621 | ||||
| Supplies and spare parts | 4,366 | 4,015 | ||||
| $ | 41,311 | $ | 29,178 | |||
| Disclosed as non-current: | ||||||
| Stockpiled ore | 5,257 | 6,977 | ||||
| Heap leach ore | 5,052 | 3,371 | ||||
| Supplies and spare parts | 1,888 | 2,481 | ||||
| $ | 12,197 | $ | 12,829 | |||
| $ | 53,508 | $ | 42,007 |
As at September 30, 2026 and 2025, non-current inventory is comprised of low-grade stockpiled ore at the San Albino Mine expected to be processed after 12 months, heap-leach ore at the Moss Mine not expected to be recovered within 12 months and supplies and spare parts intended for use after more than 12 months.
During the period ended September 30, 2026, the Company recognized a provision of $127 (2025: Nil) related to non-current supplies and spare parts. No net realizable value adjustments were required for low-grade stockpiled ore or heap-leach ore as at September 30, 2026 or 2025.
11
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
9 MINING INTERESTS, PLANT AND EQUIPMENT
| Mineral properties |
Building, Plant & Equipment |
Exploration & Evaluation Assets |
Development Asset |
Total | |||||||||||
| Cost | |||||||||||||||
| As at December 31, 2025 | $ | 46,318 | $ | 49,114 | $ | 38,448 | $ | 7,463 | $ | 141,343 | |||||
| Additions | - | 10,230 | 741 | 4,986 | 15,957 | ||||||||||
| Capitalized exploration expenditures | 6,124 | - | - | - | 6,124 | ||||||||||
| Acquisition Mt. Hamilton Project (Refer to note 5) | - | - | 43,630 | - | 43,630 | ||||||||||
| Asset retirement obligation | (246 | ) | (60 | ) | - | (1,891 | ) | (2,197 | ) | ||||||
| Deferred stripping | - | - | - | 1,047 | 1,047 | ||||||||||
| Foreign currency translation adjustment | - | (9 | ) | (27 | ) | - | (36 | ) | |||||||
| As at September 30, 2026 | $ | 52,196 | $ | 59,275 | $ | 82,792 | $ | 11,605 | $ | 205,868 | |||||
| Accumulated depreciation | |||||||||||||||
| As at December 31, 2025 | $ | 23,222 | $ | 37,540 | $ | - | $ | - | $ | 60,762 | |||||
| Depreciation | 5,152 | 3,286 | - | - | 8,438 | ||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ||||||||||
| As at September 30, 2026 | $ | 28,374 | $ | 40,826 | $ | - | $ | - | $ | 69,200 | |||||
| Net book value as at December 31, 2025 | $ | 23,096 | $ | 11,574 | $ | 38,448 | $ | 7,463 | $ | 80,581 | |||||
| Net book value as at September 30, 2026 | $ | 23,822 | $ | 18,449 | $ | 82,792 | $ | 11,605 | $ | 136,668 |
Exploration and evaluation asset includes $765 (2025: $765) for Potrerillos and El Jicaro in Nicaragua, $37,657 (2025: $37,683) for Eagle Mountain Project in Guyana, and $44,370 (2025: nil) for Mt. Hamilton Project in the USA.
Exploration and evaluation assets for the Mt. Hamilton Project include advance royalty payments that are creditable against NSR royalties payable on future production.
Royalty arrangements
Certain of the Company's mineral properties are subject to royalty arrangements. At September 30, 2026, the Company's significant royalty arrangements were as follows:
San Albino: 2% NSR royalty payable to Sailfish.
Mt. Hamilton: Royalties payable on mineral interest at Mt. Hamilton Project include:
• a 2.4% NSR royalty on gold and silver production held by Sandstorm Gold Ltd., which is not subject to buyback.
12
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
• an additional 3.0% to 6.0% NSR royalty payable to other counterparties, on specified minerals (the "Other Royalties"), which are subject to optional buydown provisions that may be exercised by the Company prior to the commencement of commercial production, or within defined periods thereafter. The Other Royalties may be reduced to between 0.5% and 1.0% through aggregate cash payments of up to $13,000. In addition, the Company is required to make annual advance minimum royalty payments under these agreements, which are recoverable against future NSR royalties payable on production (refer to Note 5).
Moss Mine: During 2025, the Company's subsidiary Mako US acquired EGA, from Wexford EG Acquisition LLC ("Wexford"). EGA owns 100% of the shares of GVC, which owns the Moss Mine. Wexford acquired GVC from Elevation Gold Mining Corporation ("Elevation") under a Companies' Creditors Arrangement Act ("CCAA") proceeding and related Chapter 15 proceeding in the United States (collectively, the "Bankruptcy Process") on December 31, 2024. At the time of acquisition, Elevation challenged, through the Bankruptcy Process, the real property interest and validity of a 3% NSR royalty at the Moss Mine held by Patriot Gold Corporation ("Patriot") and a 0.5% to 3% NSR royalty held by Sandstorm Gold Ltd. (acquired by Royal Gold, Inc.) (collectively, the "Royalty Holders").
On October 22, 2025, the United States Bankruptcy Court for the District of Arizona (the "US Court") asserted Patriot real property interest in certain mineral interest at the Moss Mine.
At September 30, 2026, the US Court has not concluded on Sandstorm's real property interest.
10 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| Note | As at September 30, 2026 |
As at December 31, 2025 |
|||||
| Accounts payable and accrued liabilities | $ | 18,572 | $ | 13,722 | |||
| Lease liability | 188 | 69 | |||||
| Income taxes payable | 20,825 | 13,925 | |||||
| Due to related parties | 17 | 677 | 782 | ||||
| Total current liabilities | $ | 40,262 | $ | 28,498 | |||
| Non-current liability | |||||||
| Lease liability | 1,314 | - | |||||
| Severance obligations | 1,084 | 1,062 | |||||
| Total non-current liabilities | 2,398 | 1,062 | |||||
| Total accounts payable and accrued liabilities | $ | 42,660 | $ | 29,560 |
11 SAILFISH GOLD STREAM
On March 24, 2026, the Company closed a series of transactions with Sailfish in connection with the acquisition of MHC, which included the execution of a gold stream agreement requiring the delivery of refined gold to Sailfish ("Sailfish Gold Stream") under the following terms:
• Initial Stream Term (60 months): The Company is required to deliver 341.7 ounces of refined gold per month for a period of 60 months. The monthly delivery is subject to an adjustment mechanism designed to ensure that the monthly delivery value is not less than $738 and not greater than $1,011, which is equivalent to a gold price range of approximately $2,700 per ounce to $3,700 per ounce after application of the adjustment formula.
13
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
• Additional Stream Term (72 months): Following the completion of the Initial Stream Term, the Company is required to deliver 100 ounces of refined gold per month for an additional period of 72 months. Deliveries during this term are not subject to any adjustment mechanism.
For all ounces delivered under the Sailfish Gold Stream, Sailfish will pay the Company an amount equal to 20% of the London PM Fix price for refined gold, expressed in United States dollars, as determined by the London Bullion Market Association (or any successor organization) on the date of delivery. Deliveries under the stream arrangement commenced in April 2026.
The Sailfish Gold Stream is recognized as a financial liability and is measured at fair value through profit or loss. The fair value of the liability at initial recognition was determined as $42,342 using a discounted cash flow model. Management applied a discount rate of 25.06% and used the forward gold prices as summarized below.
During the three months and nine months ended September 30, 2026, the Company delivered 905 and 1,732 ounces of refined gold for cash considerations of $759 and $1,517, respectively. Based on the London PM Fix price, the delivered refined gold was valued at $3,793 and $7,585, respectively.
As at September 30, 2026, the fair value of the liability was determined as $39,740 using a discount rate of 26.38% and the forward gold prices as summarized below.
| Gold Price ($ per ounce) | 2026 | 2027 | 2028 | 2029 | 2030-2037 | ||||||||||
| At March 24, 2026 | 4,600 | 4,784 | 5,009 | 5,218 | 5,421 | ||||||||||
| At September 30, 2026 | 4,337 | 4,443 | 4,673 | 4,944 | 5,191 |
For the three months and nine months ended September 30, 2026, the Company recognized a loss of $1,061 and $3,466, respectively, due to the change in fair value.
| As at September 30, 2026 |
|||
| Current portion | $ | 13,147 | |
| Non-current portion | 26,593 | ||
| $ | 39,740 |
14
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
12 RECLAMATION AND REHABILITATION OBLIGATION ("ARO")
| San Albino Mine |
Eagle Mountain Project |
Moss Mine |
Mt. Hamilton Project |
Total | |||||||||||
| As at December 31, 2025 | $ | 3,875 | $ | 1,352 | $ | 15,214 | $ | - | $ | 20,441 | |||||
| Liability acquired on acquisition of Mt. Hamilton Project (Refer to note 5) | - | - | - | 139 | 139 | ||||||||||
| Changes in estimate | (306 | ) | - | (1,891 | ) | - | (2,197 | ) | |||||||
| Accretion expense | 140 | 51 | 430 | - | 621 | ||||||||||
| Foreign currency translation adjustment | - | (1 | ) | - | - | (1 | ) | ||||||||
| As at September 30, 2026 | $ | 3,709 | $ | 1,402 | $ | 13,753 | $ | 139 | $ | 19,003 |
15
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
13 SHARE CAPITAL
(a) Authorized - Unlimited number of common shares, without par value.
(b) Share options
The Company may grant stock options to its directors, executive officers, employees, and consultants to acquire common shares, exercisable for up to five years from the grant date and subject to vesting conditions, which generally occur in three equal annual tranches. The following table summarizes information about the movement of the share options outstanding under the Company's plan:
| September 30, 2026 | December 31, 2025 | |||||||||||
| Number of options |
WAEP | Number of options |
WAEP | |||||||||
| Opening balance | 1,734,334 | C$3.25 | 1,805,050 | C$2.83 | ||||||||
| Granted | 701,800 | 9.40 | 740,000 | 4.47 | ||||||||
| Exercised | (425,234 | ) | 3.15 | (500,966 | ) | 3.04 | ||||||
| Forfeited | (56,000 | ) | 4.31 | (30,000 | ) | 4.47 | ||||||
| Expired | (5,000 | ) | 8.80 | (279,750 | ) | 4.02 | ||||||
| Ending balance | 1,949,900 | C$5.44 | 1,734,334 | C$3.25 | ||||||||
| Options exercisable | 756,600 | C$2.46 | 845,166 | C$2.36 | ||||||||
| Weighted average remaining contractual life (in years) | 3.29 | 3.14 | ||||||||||
| Weighted average market price of shares on the dates share options were exercised | C$11.15 | C$4.55 | ||||||||||
* WAEP = Weighted average exercise price
For the three and nine months ended September 30, 2026, total share-based compensation relating to options was $375 and $923 (2025: $181 and $414), all of which is included in general and administrative expenses.
(c) Restricted share units ("RSU")
Under the terms of the Company's RSU Plan, the Board of Directors may grant RSUs to directors, officers, employees, and consultants, subject to vesting conditions, which generally occur over three years, and RSU's are settled in equity. The following table summarizes the RSU movements:
| September 30, 2026 | December 31, 2025 | |||||
| Opening balance | 1,092,619 | 586,985 | ||||
| Granted | 640,124 | 509,285 | ||||
| Shares issued | (255,921 | ) | (3,651 | ) | ||
| Net settlement for tax withholding | (42,245 | ) | - | |||
| Ending balance | 1,434,577 | 1,092,619 | ||||
| Weighted average market price of shares on the dates shares were issued | C$ | 10.23 | C$ | 4.54 |
16
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
For the three and nine months ended September 30, 2026, total share‐based compensation relating to RSUs was $846 and $1,826 (2025: $240 and $501), of which all is included in general and administrative expenses. Additionally, the Company recognized $268 of share-based compensation related to RSUs withheld for tax purposes, reflecting the difference between settlement-date fair value and grant-date fair value.
Subsequent to September 30, 2026, the compensation committee approved a one-time cash settlement of 391,668 vested RSUs outstanding as at September 30, 2026. The total cash consideration paid upon settlement was $2,644.
(d) Deferred share units ("DSU")
Under the terms of the Company's DSU Plan, the Board of Directors may grant DSUs to directors, which vest immediately and are settled in equity when director ceases to be a member of the Board of Directors. The following table summarizes the DSU movements:
| September 30, 2026 | December 31, 2025 | |||||
| Opening balance | 370,040 | 315,640 | ||||
| Granted | 48,443 | 145,000 | ||||
| Shares issued | - | (90,600 | ) | |||
| Ending balance | 418,483 | 370,040 | ||||
| Weighted average market price of shares on the dates shares were issued | C$- | C$5.17 |
For the three and nine months ended September 30, 2026, total share‐based compensation relating to DSUs was nil and $315 (2025: $139 and $223), of which all is included in general and administrative expenses.
14 GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended | Nine months ended | |||||||||||
| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| Accounting, consulting and legal | $ | 615 | $ | 564 | $ | 1,946 | $ | 1,030 | ||||
| Salaries and benefits | 1,392 | 1,143 | 4,052 | 3,443 | ||||||||
| Stock-based compensation | 1,221 | 560 | 3,332 | 1,138 | ||||||||
| Directors' fees | 126 | 150 | 456 | 323 | ||||||||
| Depreciation | 30 | 32 | 112 | 103 | ||||||||
| General office expenses | 611 | 364 | 1,742 | 954 | ||||||||
| Investor relations and communications | 64 | 62 | 176 | 134 | ||||||||
| Transfer agent fees and regulatory fees | 15 | 18 | 349 | 72 | ||||||||
| $ | 4,074 | $ | 2,893 | $ | 12,165 | $ | 7,197 | |||||
17
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
15 ACCRETION AND INTEREST EXPENSE
| Three months ended | Nine months ended | ||||||||||||
| Note | September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| Accretion on asset retirement obligation | 12 | $ | 224 | $ | 118 | $ | 621 | $ | 365 | ||||
| Interest and accretion expense on the Wexford Loan | - | 229 | - | 679 | |||||||||
| Interest expense - other | 101 | - | 315 | 6 | |||||||||
| $ | 325 | $ | 347 | $ | 936 | $ | 1,050 | ||||||
16 OTHER INCOME (EXPENSE)
| Three months ended | Nine months ended | ||||||||||||
| Note | September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| (Loss) gain on derivative instruments | 11 | $ | (1,061 | ) | $ | 180 | $ | (3,466 | ) | $ | (95 | ) | |
| Gain on elimination of contingent consideration | - | - | - | 1,000 | |||||||||
| Foreign exchange gain (loss) | 109 | 367 | (5 | ) | 872 | ||||||||
| Dividend income | 6 | 99 | - | 99 | - | ||||||||
| Gain on marketable securities | 6 | 7,004 | - | 8,052 | - | ||||||||
| Miscellaneous income | 16 | 44 | 106 | 44 | |||||||||
| $ | 6,167 | $ | 591 | $ | 4,786 | $ | 1,821 | ||||||
17 RELATED PARTY TRANSACTIONS
(a) Key management compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprise the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President and Directors.
| Three months ended | Nine months ended | |||||||||||
| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| Director fees | $ | 126 | $ | 150 | $ | 456 | $ | 323 | ||||
| Salaries, consulting and management fees | 289 | 263 | 1,534 | 1,097 | ||||||||
| Share-based compensation | 835 | 257 | 2,456 | 557 | ||||||||
| Total | $ | 1,250 | $ | 670 | $ | 4,446 | $ | 1,977 | ||||
18
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
| As at | September 30, 2026 |
September 30, 2025 |
||||
| Amount included in accounts payable and accrued liabilities | 8 | 25 |
(b) Sailfish Royalty Corp.
Sailfish is a publicly traded company related by a significant shareholder, directors and officers. In addition to the acquisition of MHC (Note 5) and the Sailfish Gold Stream (Note 11), during the period ended September 30, 2026, the Company had the following transactions with Sailfish:
| Three months ended | Nine months ended | |||||||||||
| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| 1) 2% NSR royalty of the production of all gold and silver ounces from certain deposits from San Albino Mine | $ | 669 | $ | 427 | $ | 2,515 | $ | 1,590 | ||||
| 2) Production service revenue recognized from delivery of gold ounces from Nicoz | ||||||||||||
| - Number of gold ounces delivered | 24 | 25 | 31 | 51 | ||||||||
| - Transaction amount for gold ounces delivered | $ | 25 | $ | 21 | $ | 33 | $ | 41 | ||||
| 3) Delivery of silver pursuant to the option exercised by Sailfish pursuant to the terms of silver loan | ||||||||||||
| - Number of silver ounces delivered | 8,925 | 9,329 | 28,248 | 11,002 | ||||||||
| 4) Dividend income from Company's investment in Sailfish Royalty Corp. shares | $ | 99 | $ | - | $ | 99 | $ | - | ||||
| As at | September 30, 2026 |
September 30, 2025 |
||||||||||
| Amount payable | $ | (669 | ) | $ | (427 | ) | ||||||
| Amount receivable | $ | 25 | $ | 21 | ||||||||
(c) Tes-Oro Mining Group, LLC ("Tes-Oro")
Tes-Oro is a private company controlled by the Company's Chief Operating Officer. Tes-Oro is a full-service engineering, procurement and construction management firm working with the Company.
| Three months ended | Nine months ended | |||||||||||
| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| Consulting and other services | $ | 65 | $ | 59 | $ | 304 | $ | 199 | ||||
| Vehicles purchased | 36 | - | 36 | - | ||||||||
| As at | September 30, 2026 |
September 30, 2025 |
||||||||||
| Amount payable | $ | - | $ | (26 | ) | |||||||
19
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
(d) Cruztel De Sonora, LLC ("Cruztel")
Cruztel is an entity controlled by the Company's Chief Operating Officer and has entered into a lease arrangement with the Company for an office building.
| Three months ended | Nine months ended | |||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||
| Right to use asset acquired pursuant to a leasing contract | $ | 1,515 | $ | - | $ | 1,515 | $ | - | ||||
| Deposit pursuant to leasing contract | 47 | - | 47 | - | ||||||||
| Lease payments | 37 | - | 37 | - | ||||||||
| As at | September 30, 2026 | September 30, 2025 | ||||||||||
| Amount payable | $ | (1,502 | ) | $ | - | |||||||
20
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
18 SEGMENTED INFORMATION
In determining the Company's segment structure, the basis on which management reviews the financial and operational performance was considered and whether any of the Company's mining operations share similar economic, operational and regulatory characteristics. The Company considers its San Albino Mine in Nicaragua, its Moss Mine in the United States, its Mt. Hamilton Project in the United States and its Eagle Mountain Project in Guyana as its reportable segments. The corporate headquarters include operations in Canada and the United States and is presented for reconciliation purposes.
For the three and nine months ended September 30, 2026, and 2025, the Company's principal products were gold (98%) and silver (2%) sold to refineries (three customers) at spot market prices.
The Company's segments are summarized as follows:
| San Albino | Moss Mine | Mt. Hamilton Project |
Eagle Mountain Project |
Total Operating Segments |
Corporate | Total | |||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||
| Revenue | $ | 132,548 | $ | 49,391 | $ | - | $ | - | $ | 181,939 | $ | - | $ | 181,939 | |||||||
| Production costs | (44,660 | ) | (34,642 | ) | - | - | (79,302 | ) | - | (79,302 | ) | ||||||||||
| Depreciation, depletion and amortization | (6,465 | ) | - | - | - | (6,465 | ) | - | (6,465 | ) | |||||||||||
| Gross profit | $ | 81,423 | $ | 14,749 | $ | - | $ | - | $ | 96,172 | $ | - | $ | 96,172 | |||||||
| Exploration and evaluation expense | (3,884 | ) | - | (1,194 | ) | (4,323 | ) | (9,401 | ) | - | (9,401 | ) | |||||||||
| General and administrative expenses | - | - | (130 | ) | (37 | ) | (167 | ) | (11,998 | ) | (12,165 | ) | |||||||||
| Accretion and interest expense | (421 | ) | (464 | ) | - | (53 | ) | (938 | ) | 2 | (936 | ) | |||||||||
| Interest income | 1,102 | 9 | - | - | 1,111 | 382 | 1,493 | ||||||||||||||
| Other income (expense) | 1,272 | (5 | ) | - | 43 | 1,310 | 3,476 | 4,786 | |||||||||||||
| Income and deferred taxes | (24,785 | ) | (1,175 | ) | - | - | (25,960 | ) | (535 | ) | (26,495 | ) | |||||||||
| Income for the period | $ | 54,707 | $ | 13,114 | $ | (1,324 | ) | $ | (4,370 | ) | $ | 62,127 | $ | (8,673 | ) | $ | 53,454 | ||||
| Total assets | $ | 160,026 | $ | 48,237 | $ | 47,532 | $ | 39,853 | $ | 295,648 | $ | 22,358 | $ | 318,006 | |||||||
| Total liabilities | $ | (42,830 | ) | $ | (20,626 | ) | $ | (1,168 | ) | $ | (2,009 | ) | $ | (66,633 | ) | $ | (43,474 | ) | $ | (110,107 | ) |
| Capital expenditures | $ | 9,566 | $ | 6,692 | $ | 3,354 | $ | 425 | $ | 20,037 | $ | 2,044 | $ | 22,081 | |||||||
21
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
| San Albino | Moss Mine | Eagle Mountain Project |
Total Operating Segments |
Corporate | Total | |||||||||||||
| Nine months ended September 30, 2025 | ||||||||||||||||||
| Revenue | $ | 86,214 | $ | 11,864 | $ | - | $ | 98,078 | $ | - | $ | 98,078 | ||||||
| Production costs | (36,338 | ) | (10,944 | ) | - | (47,282 | ) | - | (47,282 | ) | ||||||||
| Depreciation, depletion and amortization | (5,520 | ) | (34 | ) | - | (5,554 | ) | - | (5,554 | ) | ||||||||
| Gross profit | $ | 44,356 | $ | 886 | $ | - | $ | 45,242 | $ | - | $ | 45,242 | ||||||
| Exploration and evaluation expense | (3,060 | ) | (165 | ) | (3,301 | ) | (6,526 | ) | - | (6,526 | ) | |||||||
| General and administrative expenses | - | - | - | - | (7,197 | ) | (7,197 | ) | ||||||||||
| Accretion and interest expense | (47 | ) | (276 | ) | (48 | ) | (371 | ) | (679 | ) | (1,050 | ) | ||||||
| Interest income | 179 | 12 | - | 191 | 27 | 218 | ||||||||||||
| Other income (expense) | 260 | 33 | 22 | 315 | 1,506 | 1,821 | ||||||||||||
| Income and deferred taxes | (12,936 | ) | - | - | (12,936 | ) | (134 | ) | (13,070 | ) | ||||||||
| Income for the period | $ | 28,752 | $ | 490 | $ | (3,327 | ) | $ | 25,915 | $ | (6,477 | ) | $ | 19,438 | ||||
| Total assets | $ | 83,769 | $ | 25,411 | $ | 38,632 | $ | 147,812 | $ | 3,601 | $ | 151,413 | ||||||
| Total liabilities | $ | (27,684 | ) | $ | (17,067 | ) | $ | (1,410 | ) | $ | (46,161 | ) | $ | (7,385 | ) | $ | (53,546 | ) |
| Capital expenditures | $ | 8,378 | $ | 1,157 | $ | 88 | $ | 9,623 | $ | 24 | $ | 9,647 |
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
| San Albino | Moss Mine | Mt. Hamilton Project |
Eagle Mountain Project |
Total Operating Segments |
Corporate | Total | |||||||||||||||
| Three months ended September 30, 2026 | |||||||||||||||||||||
| Revenue | $ | 37,495 | $ | 13,252 | $ | - | $ | - | $ | 50,747 | $ | - | $ | 50,747 | |||||||
| Production costs | (14,631 | ) | (10,213 | ) | - | - | (24,844 | ) | - | (24,844 | ) | ||||||||||
| Depreciation, depletion and amortization | (1,912 | ) | 4 | - | - | (1,908 | ) | - | (1,908 | ) | |||||||||||
| Gross profit | $ | 20,952 | $ | 3,043 | $ | - | $ | - | $ | 23,995 | $ | - | $ | 23,995 | |||||||
| Exploration and evaluation expense | (1,315 | ) | - | (1,008 | ) | (1,686 | ) | (4,009 | ) | - | (4,009 | ) | |||||||||
| General and administrative expenses | - | - | (130 | ) | (37 | ) | (167 | ) | (3,907 | ) | (4,074 | ) | |||||||||
| Accretion and interest expense | (163 | ) | (164 | ) | - | (18 | ) | (345 | ) | 20 | (325 | ) | |||||||||
| Interest income | 380 | 1 | - | - | 381 | 72 | 453 | ||||||||||||||
| Other income (expense) | 1,635 | (27 | ) | - | 8 | 1,616 | 4,551 | 6,167 | |||||||||||||
| Income and deferred taxes | (6,069 | ) | 775 | - | - | (5,294 | ) | (472 | ) | (5,766 | ) | ||||||||||
| Income for the period | $ | 15,420 | $ | 3,628 | $ | (1,138 | ) | $ | (1,733 | ) | $ | 16,176 | $ | 265 | $ | 16,441 | |||||
| Capital expenditures | 4,245 | 3,121 | 1,583 | 110 | 9,059 | 2,010 | 11,069 | ||||||||||||||
| San Albino | Moss Mine | Eagle Mountain Project |
Total Operating Segments |
Corporate | Total | |||||||||||||
| Three months ended September 30, 2025 | ||||||||||||||||||
| Revenue | 23,879 | 3,696 | - | 27,575 | - | 27,575 | ||||||||||||
| Production costs | (12,227 | ) | (4,336 | ) | - | (16,563 | ) | - | (16,563 | ) | ||||||||
| Depreciation, depletion and amortization | (1,533 | ) | (7 | ) | - | (1,540 | ) | - | (1,540 | ) | ||||||||
| Gross profit | 10,119 | (647 | ) | - | 9,472 | - | 9,472 | |||||||||||
| Exploration and evaluation expense | (1,541 | ) | (117 | ) | (1,129 | ) | (2,787 | ) | - | (2,787 | ) | |||||||
| General and administrative expenses | (29 | ) | - | - | (29 | ) | (2,864 | ) | (2,893 | ) | ||||||||
| Accretion and interest expense | 29 | (131 | ) | (16 | ) | (118 | ) | (229 | ) | (347 | ) | |||||||
| Interest income | 179 | 12 | - | 191 | 10 | 201 | ||||||||||||
| Other income (expense) | 257 | (48 | ) | 10 | 219 | 372 | 591 | |||||||||||
| Income and deferred taxes | (3,040 | ) | - | - | (3,040 | ) | (1 | ) | (3,041 | ) | ||||||||
| Income for the period | 5,974 | (931 | ) | (1,135 | ) | 3,908 | (2,712 | ) | 1,196 | |||||||||
| Capital expenditures | $ | 2,418 | $ | 860 | $ | 61 | $ | 3,339 | $ | 8 | 3,347 |
23
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
19 SUPPLEMENTAL CASH FLOW INFORMATION
| Three months ended | Nine months ended | |||||||||||
| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| (a) Changes in non-cash working capital: | ||||||||||||
| Change in receivables | $ | (1,061 | ) | $ | 86 | $ | (1,657 | ) | $ | (627 | ) | |
| Change in inventories | (3,092 | ) | (1,612 | ) | (11,501 | ) | (2,338 | ) | ||||
| Change in prepaid expenses, and other | (804 | ) | (1,183 | ) | 433 | (1,303 | ) | |||||
| Change in accounts payable and accrued liabilities | 657 | 1,990 | 2,472 | 2,150 | ||||||||
| Change in due to related parties | (191 | ) | (12 | ) | 668 | (261 | ) | |||||
| Change in tax liability / asset | 1,352 | 1,012 | 5,670 | 2,472 | ||||||||
| $ | (3,139 | ) | $ | 281 | $ | (3,915 | ) | $ | 93 | |||
| (b) The significant non-cash financing and investing transactions: | ||||||||||||
| Gold stream deliveries, own production | (1,103 | ) | - | (2,114 | ) | - | ||||||
| Repayment of Sailfish Silver Loan (non-cash) | - | - | - | (461 | ) | |||||||
| Change in current liabilities relating to mining interest expenditures | (272 | ) | 1,346 | 1,495 | 99 | |||||||
20 FINANCIAL INSTRUMENTS
Financial Instruments measured at fair value are classified into one of three levels using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company's financial instruments include cash and cash equivalents, receivables, Secured Debt Investment, marketable securities, Sailfish Gold Stream and accounts payable. The carrying values of cash and cash equivalents, receivable, Secured Debt Investment, and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Company's marketable securities consist of publicly traded equity securities measured at fair value through profit or loss. The fair value of these securities is determined using unadjusted quoted market prices in active markets and is classified as Level 1 within the fair value hierarchy. The Sailfish Gold Stream is carried at fair value determined by using a discounted cash flow model (refer to note 11). The Sailfish Gold Stream is measured using level 3 inputs.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
During the nine months ended September 30, 2026 , and 2025, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.
Liquidity risk
Liquidity risk represents the risk that the Company will be unable to meet its obligations associated with its financial liabilities as they fall due. The Company manages liquidity risk by preparing an annual budget for approval by the Board of Directors and preparing cash flow and liquidity forecasts on a regular basis. The Company's objective when managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations. The ability to do this relies on the Company collecting its trade receivables in a timely manner and maintaining sufficient cash on hand through debt financing.
Based on the Company's forecasted cash flows and the current working capital, the Company estimates that it will have sufficient liquidity to meet its obligations and operating requirements for at least the next twelve months.
The following are the contractual maturities of financial liabilities:
| Payment due by period | ||||||||||||||||||
| Carrying Amount |
Total cash outflow |
Within 1 year |
1 to 3 years | 4 to 5 years | Above 5 years |
|||||||||||||
| Accounts payable and accrued liabilities | $ | 40,074 | $ | 40,074 | $ | 40,074 | $ | - | $ | - | $ | - | ||||||
| Lease liabilities | 1,502 | 2,113 | 188 | 393 | 417 | 1,115 | ||||||||||||
| Sailfish Gold Stream | 39,740 | 84,607 | 13,147 | 24,272 | 20,082 | 27,106 | ||||||||||||
| Total | $ | 81,316 | $ | 126,794 | $ | 53,409 | $ | 24,665 | $ | 20,499 | $ | 28,221 | ||||||
Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.
The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is considered insignificant due to the short-term nature of its holdings.
In addition, the Company is exposed to interest rate risk in connection with its Level 3 financial instruments, the fair value of which is determined using a discounted cash flow model. The discount rate applied in the model is a key unobservable input and is sensitive to changes in market interest rates. A 1% increase in the discount rate would decrease the estimated fair value of the instrument by approximately $779, while a 1% decrease in the discount rate would increase the estimated fair value by approximately $813.
Price risk
The Company is exposed to price risk arising from fluctuations in the market price of gold. Gold price risk affects the Company's financial instruments in the following ways:
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
Sailfish Gold Stream (Level 3)
Gold price is a key input in the fair valuation of the Sailfish Gold Stream. The gold price assumption is based on observable forward curve data. A 5% increase or decrease in the gold price would result in an increase or decrease in the fair value of the Sailfish Gold Stream by approximately $282.
SPDR Gold Shares (Level 1)
The Company holds SPDR Gold Shares, which are exchange-traded and measured at fair value using quoted market prices in an active market (Level 1). The fair value of these shares is directly linked to the spot price of gold. A 5% increase / decrease in the gold price would result in an increase / decrease in the fair value of the SPDR Gold Shares of approximately $2,604.
21 CAPITAL MANAGEMENT
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk. The capital structure of the Company currently consists of common shares. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions, its expected funding requirements, and risk characteristics of the underlying assets. The Company's funding requirements are based on cash forecasts. In order to maintain or adjust the capital structure, the Company may issue new shares, debt and/or consider strategic alliances. Management reviews its capital management approach on a regular basis. The Company is not subject to any externally imposed capital requirements.
26

|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
| For the three and nine months ended September 30, 2026 and 2025 |

| CONTENTS | |
| Business Overview | 3 |
| Financial and Operational Highlights, Major Activities and Significant Subsequent Events | 4 |
| Results of Operations | 6 |
| Exploration and Mineral Property Development Update | 9 |
| Trend Analysis | 14 |
| Financial Results | 14 |
| Liquidity and Capital Resources | 17 |
| Outstanding Securities | 19 |
| Transactions with Related Parties | 19 |
| Mt. Hamilton Project Acquisition | 19 |
| Significant Accounting Estimates | 21 |
| Changes in Accounting Policies | 22 |
| Internal Control over Financial Reporting | 22 |
| Mineral Resource Estimates and Related Cautionary Note to U.S. Investors | 23 |
| Non-IFRS Measures | 24 |
| Risk and Uncertainties | 25 |
| Technical Information | 27 |
| Forward-Looking Information | 27 |
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
This Management's Discussion and Analysis ("MD&A") is intended to help the reader understand Mako Mining Corp.'s (the "Company" or "Mako") operations, financial position, and current and future business environment. This MD&A should be read in conjunction with Mako's unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2026 and the annual consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2025. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), as applicable to the preparation of interim financial statements, including International Accounting Standard 34, Interim Financial Reporting ("IAS 34"). The annual consolidated financial statements for the year ended December 31, 2025 have been prepared in accordance with IFRS Accounting Standards.
Mako was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the Business Corporations Act (British Columbia) on November 14, 2007. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "MKO". On March 30, 2026, the Company's common shares were listed and commenced trading on the NASDAQ Stock Market LLC ("NASDAQ") under the symbol "MAKO". Additional information regarding Mako, including additional risks related to the business and those that are reasonably likely to affect Mako's financial statements in the future, is contained in the Company's financial statements and other continuous disclosure filings, including the most recent Annual Information Form of the Company and Annual Report Form 40-F, which are available under the Company's profile on SEDAR+ website at www.sedarplus.ca and on EDGAR at www.sec.gov, respectively.
This MD&A has been prepared as of November 12, 2026. All amounts are expressed in United States (US) dollars ("$"), unless otherwise stated. References to "C$" are to the Canadian dollar.
BUSINESS OVERVIEW
The Company's principal business activities are the production of gold and the exploration of its mineral interests in Nicaragua, Guyana and the United States of America (the "USA" or "United States").
On March 24, 2026, the Company completed the acquisition of Mt. Hamilton LLC ("MHC") whereby Mako US Corp. ("Mako US"), a wholly-owned subsidiary of the Company, acquired all the registered membership interests of MHC (the "Mt. Hamilton Transaction"). MHC owns the Mt. Hamilton Project located in Nevada, USA. Refer to MT. HAMILTON PROJECT ACQUISITION in this MD&A for additional details.
On March 27, 2025, the Company completed the acquisition of the Moss gold mine located in Arizona, USA (the "Moss Mine"). The acquisition was completed through Mako US, which purchased all the membership interests in EG Acquisition LLC ("EGA") from Wexford EG Acquisition LLC ("Wexford EGA"), the vendor, a private company controlled by Wexford Capital LP ("Wexford"). EGA owns 100% of the shares of Golden Vertex Corp. ("GVC"), the operating subsidiary of the Moss Mine.
The Company's main assets include the producing San Albino and Las Conchitas gold deposits (collectively the "San Albino Mine") located within the San Albino-Murra Property in Nueva Segovia, Nicaragua and the Moss Mine, an open pit operation currently ramping up to commercial production. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua and the USA and to advance the Eagle Mountain Project in Guyana and the Mt. Hamilton Project in Nevada, USA in preparation for development.
The projected cash flow from the San Albino Mine and Moss Mine is anticipated to fund exploration on Mako's prospective land package in Nicaragua, pre-development activities at the Mt. Hamilton Project in Nevada, USA, and ongoing engineering and project permitting activities at the Eagle Mountain Project in Guyana.
3
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
FINANCIAL AND OPERATIONAL HIGHLIGHTS, MAJOR ACTIVITIES AND SIGNIFICANT SUBSEQUENT EVENTS
Highlights for the three months and nine months ended September 30, 2026 ("Q3 2026" and "YTD 2026" respectively) include:
● Revenues of $50.7 million and $181.9 million in Q3 2026 and YTD 2026 (for the three months and nine months ended September 30, 2025 ("Q3 2025" and "YTD 2025"): $27.6 million and $98.1 million), respectively.
● Consolidated sales of 11,581 ounces ("oz") and 39,912 oz of gold in Q3 2026 and YTD 2026 (7,830 oz and 30,123 oz in Q3 2025 and YTD 2025), respectively.
● Net income of $16.4 million and $53.5 million in Q3 2026 and YTD 2026 ($1.2 million and $19.4 million in Q3 2025 and YTD 2025), respectively.
● Consolidated production of 11,910 oz and 40,255 oz of gold in Q3 2026 and YTD 2026 (7,822 oz and 28,628 oz in Q3 2025 and YTD 2025), respectively.
● Cash flows from operating activities of $11.1 million and $56.0 million in Q3 2026 and YTD 2026 ($4.6 million and $31.0 million in Q3 2025 and YTD 2025), respectively.
● Proposed Gold Stream Transaction with Sailfish Royalty Corp.
On September 11, 2026, the Company entered into a non-binding letter of intent with Sailfish Royalty Corp. ("Sailfish"), in connection with a proposed corporate-level gold stream transaction, excluding the Company's Mt. Hamilton Project (the "Proposed Transaction"). Under the proposed non-binding terms, Sailfish would purchase refined gold from Mako over a 240-month term at a delivery price equal to 25% of the LBMA PM Fix price on the date of delivery. Monthly delivery volumes would increase in four tranches: 650 oz until August 1, 2028; 750 oz until February 1, 2031; 900 oz until February 1, 2037; and 1,000 oz for the remainder of the term. Additionally, concurrent with the completion of the Proposed Transaction, Mako would subscribe for, and Sailfish would issue 70,000,000 Sailfish common shares to Mako at a price of C$5.76 per share (based on a 5-day VWAP immediately prior to the signing of the non-binding letter of intent). Upon completion of the Proposed Transaction, it is anticipated that Mako would own approximately 47% of the issued and outstanding common shares of Sailfish. Sailfish and Mako also intend to enter into an investment agreement providing for certain rights and restrictions of each of the parties governing the Sailfish shares to be purchased by Mako. The Proposed Transaction is aimed at allowing Mako to capitalize on the cost-of-capital differential between gold royalty and streaming companies and operating companies, including enhancing Mako's ability to access lower-cost financing structures and pursue acquisition opportunities of a size and quality materially greater than those historically available to the Company, through potentially using the Sailfish Shares as financing collateral or as consideration for future acquisitions. In addition, Mako's anticipated ability to access lower-cost financing structures through the use of the Sailfish shares as collateral is expected to enable Mako to make returns to shareholders in the form of dividends, assuming such amount is not otherwise utilized for higher returning acquisitions that may be available to Mako in the future.
The Proposed Transaction would constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to the requirements of MI 61-101, Mako is required to obtain an independent formal valuation and minority shareholder approval for completion of the Proposed Transaction. The Proposed Transaction remains subject to a number of conditions, including the completion of negotiations and the execution of a definitive gold purchase agreement, subscription agreement and investment agreement, among other ancillary documentation, and obtaining the requisite special committee and board approvals, TSX Venture Exchange ("TSXV") approval, and shareholder approvals by each of the parties, as well as obtaining the independent valuation and independent fairness opinion by Mako. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.
4
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
● Mineral Reserve estimate and project economics for the Moss Mine
On August 21, 2026, the Company filed an independent technical report titled "NI 43-101 Technical Report for the Mineral Resources, Mineral Reserves and Mine Plan for the Moss Mine, Oatman Mining District, Mohave County, Arizona", dated August 17, 2026, with an effective date of June 30, 2026 (the "Moss Technical Report"). The Mineral Reserve estimate outlines Proven Mineral Reserves of 12.5 million short tons ("st") containing 119,134 oz of gold ("Au") and 1.5 million oz of silver ("Ag") and Probable Mineral Reserves of 50.1 million st containing 478,610 oz Au and 4.8 million oz Ag. The Mineral Reserves were estimated using a cut-off grade of 0.004 ounces per short ton ("opt") Au, metal prices of $3,500/oz gold and $50/oz silver, and are based on the mining and processing methods currently employed at the Moss Mine, including conventional open pit mining using truck-and-shovel method and processing by crushing, heap leaching and Merrill-Crowe recovery. The Company is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing or political factors that might materially affect the Mineral Reserve estimate.
The Moss Mine Technical Report demonstrates robust project economics, with an estimated after-tax net present value of $254 million based on metal prices of $3,500/oz gold and $50/oz silver and 5% discount rate. The mine plan contemplates a 15-year life of mine, during which approximately 442,904 ounces of gold and 2.1 million ounces of silver are expected to be produced, reflecting average metallurgical recoveries of 75% and 33%, respectively. Average annual gold production is projected at 30,900 ounces from 2026 to 2039, with peak production of 46,100 ounces anticipated in 2031. The estimated life-of-mine sustaining capital expenditures(1) of $86 million are expected to be funded from operating cash flows.
Refer to the Moss Technical Report for all assumptions, parameters and methods used to estimate the Mineral Reserves and for the economic analysis, which is available under the Company's profile at www.sedarplus.ca and on the Company's website.
● Mineral Agreement for the Eagle Mountain Project
On September 9, 2026, the Company and its wholly owned Guyanese subsidiary, Stronghold Guyana Inc. ("Stronghold"), signed a mineral agreement (the "Eagle Mountain Mineral Agreement") with the Cooperative Republic of Guyana and the Guyana Geology and Mines Commission ("GGMC"). The Eagle Mountain Mineral Agreement provides the Company and Stronghold, with a stability framework covering legal, fiscal and operating conditions for the Eagle Mountain Project in Guyana.
● San Albino Eureka Concession
Mako Mining's wholly-owned Nicaraguan subsidiary, Nicoz Resources, S.A. ("Nicoz"), has successfully finalized the definitive legal registration and granting of the "Eureka" mineral concession, located in the department of Nueva Segovia, Nicaragua. The Eureka concession encompasses approximately 3,000 hectares ("ha") of highly prospective terrain immediately to the west of the San Albino-Murra and El Jicaro concessions, expanding Mako's total land package to 254 km2. This secures exclusive, long-term exploration and exploitation rights over ground immediately adjacent to the Company's operating San Albino and Las Conchitas mining areas.
_____________________________________________________
1 A Non-IFRS financial measure. Refer to the "Non-IFRS Measures" section in this MD&A for more information.
5
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
In October 2026, Nicoz received drilling permits to begin exploration on the Eureka mineral concession.
● Mt. Hamilton Project Acquisition
On March 24, 2026, the Company completed the acquisition of 100% of the membership interests of MHC, the owner of the Mt. Hamilton Project in Nevada, USA from Sailfish Royalty Corp ("Sailfish"). The consideration payable to Sailfish consisted of two gold stream commitments ("Sailfish Gold Stream"). Refer to MT. HAMILTON PROJECT ACQUISITION in this MD&A for additional details.
● Eagle Mountain Project
On March 25, 2026, the Company submitted to the Guyana Environmental Protection Agency ("EPA") the Environmental and Social Impact Assessment ("ESIA"). The ESIA reflects the Project's baseline studies for environmental, social, cultural, engineering, community engagement as well as expected impacts and mitigation measures. Its filing marked a critical step in the regulatory review process in respect of the Environmental Authorization to be issued by the EPA.
RESULTS OF OPERATIONS
| Consolidated Financial Performance (in $000's unless otherwise specified) |
Three months ended | Nine months ended | ||||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | |||||||||||||
| Revenue | 50,747 | 27,575 | 23,172 | 181,939 | 98,078 | 83,861 | ||||||||||||
| Income for the period | 16,441 | 1,196 | 15,245 | 53,454 | 19,438 | 34,016 | ||||||||||||
| Operating cash inflows before changes in non-cash working capital | 14,255 | 4,314 | 9,941 | 59,909 | 29,431 | 30,478 | ||||||||||||
| Net cash provided by operating activities | 11,116 | 4,595 | 6,521 | 55,994 | 31,027 | 24,967 | ||||||||||||
| Average realized gold price ($/oz sold) (1) | 4,292 | 3,454 | 838 | 4,469 | 3,208 | 1,260 | ||||||||||||
| Cash cost ($/oz Au sold) (1) | 2,145 | 2,115 | 30 | 1,987 | 1,570 | 417 | ||||||||||||
| AISC ($/oz Au sold) (1) | 2,890 | 2,561 | 329 | 2,469 | 1,820 | 649 | ||||||||||||
| EBITDA (1) | 25,078 | 5,956 | 19,122 | 89,435 | 38,997 | 50,438 | ||||||||||||
| Adjusted EBITDA (1) | 30,308 | 9,303 | 21,005 | 102,168 | 46,661 | 55,507 | ||||||||||||
| Financial Condition (in $000's) | At September 30, 2026 |
At December 31, 2025 |
Change | ||||||
| Cash and cash equivalents | 50,291 | 77,277 | (26,986 | ) | |||||
| Marketable securities | 66,924 | 236 | 66,688 | ||||||
| Working capital (1) | 114,145 | 82,874 | 31,271 |
(1) Working capital; Average realized gold price; Cash cost; AISC; EBITDA; and Adjusted EBITDA, are non-IFRS financial measures or ratios. Refer to the "Non-IFRS Measures" section in this MD&A for more information, including reconciliations to IFRS measures.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
San Albino Property, Nueva Segovia, Nicaragua
The Company holds a 100% interest in six mineral concessions including the newly granted Eureka mineral concession in Nueva Segovia, Nicaragua, for a total land package of approximately 254 km2. The San Albino and Las Conchitas gold deposits, located within the San Albino-Murra concession, are currently the focus of mining operations. The San Albino gold deposit was a historical small-scale underground gold mine, commencing production in the early 1900's and operating on and off until approximately 1940.
On August 24, 2020, the Nicaraguan Ministry of Environmental and Natural Resources ("MARENA") amended the environmental permit granted to the Company in 2017 to allow for the processing of up to 1,000 tonnes per day ("tpd") at the San Albino-Murra Property. The amendment was initially effective for a period of five years and can be renewed indefinitely so long as the Company complies with the conditions set forth by MARENA. The permit was renewed and expires on June 24, 2029. All other provisions contained in the environmental permit granted in 2017 remain in force and are fully applicable apart from the increased throughput from 500 tpd to 1,000 tpd; total capacity of the two mills on site is 1,000 tpd.
At the end of 2025, the Company received from the MARENA a modification to the environmental permit for mining at the Las Conchitas deposit, located within the San Albino-Murra Concession, Nicaragua. In addition to the previously authorized open-pit mining activities, the modified permit allows the Company to conduct underground mining through two adits. During the quarter, the Company engaged a contractor to build the portal for the planned underground mine.
The table below shows the main variables used by Company management to measure operating performance of the San Albino Mine.
| Three months ended | Nine months ended | |||||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | |||||||||||||
| Total tonnes mined (metric tonnes ("mt")) | 1,774,621 | 2,549,796 | (775,175 | ) | 5,833,721 | 7,184,304 | (1,350,583 | ) | ||||||||||
| Mineralized tonnes mined (mt) | 42,565 | 48,911 | (6,346 | ) | 141,688 | 152,078 | (10,390 | ) | ||||||||||
| Tonnes milled | 53,046 | 52,554 | 492 | 159,804 | 158,811 | 993 | ||||||||||||
| Mill availability | 98% | 97% | 1% | 98% | 97% | 1% | ||||||||||||
| Average tonnes (mt) per day | 587 | 591 | (4 | ) | 600 | 598 | 2 | |||||||||||
| Mill recovery % | 81% | 81% | (1)% | 80% | 83% | (3)% | ||||||||||||
| Gold grade (grams per mt ("g/t")) | 6.7 | 5.0 | 1.7 | 7.3 | 6.2 | 1.1 | ||||||||||||
| Gold produced (oz) | 9,145 | 6,879 | 2,266 | 30,177 | 26,276 | 3,901 | ||||||||||||
| Gold sold (oz) | 8,768 | 6,918 | 1,850 | 29,779 | 26,903 | 2,876 | ||||||||||||
| Average realized gold price ($/oz sold) (1) | $ | 4,276 | $ | 3,452 | $ | 825 | $ | 4,451 | $ | 3,198 | $ | 1,253 | ||||||
| Cash cost ($/oz Au sold) (1) | $ | 1,669 | $ | 1,770 | $ | (101 | ) | $ | 1,500 | $ | 1,351 | $ | 149 | |||||
| AISC ($/oz Au sold) (1)(2) | $ | 1,889 | $ | 2,067 | $ | (178 | ) | $ | 1,636 | $ | 1,502 | $ | 134 | |||||
(1) Refer to the "Non-IFRS Measures" section in this MD&A for more information, including reconciliations to IFRS measures.
(2) AISC excludes corporate general and administrative expenses.
Tonnes mined and milled: Mining and milling operations remained stable in Q3 2026 or in YTD 2026.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
Gold ounces produced and sold: Gold production and sales increased in Q3 2026 and YTD 2026 as compared to Q3 2025 and YTD 2025, respectively, driven by higher grades processed during 2026.
Average realized gold price: Average realized gold prices were higher in Q3 2026 and YTD 2026 than in the corresponding periods of 2025.
Cash cost and AISC: In YTD 2026, cash costs and AISC increased as compared to 2025, driven largely by higher royalty costs arising from higher gold prices, along with increased salaries, blasting, diesel, and maintenance expenses. In Q3 2026, however, cash costs and AISC declined relative to 2025, as these cost increases were offset by greater gold production resulting from higher grades processed during the period.
Moss Mine, Arizona, USA
The Company holds a 100% in the Moss Mine through its wholly-owned subsidiary Golden Vertex Corp. The Moss Mine is an open pit heap leach operation located in the historic Oatman District in western Arizona. The mine has produced gold since 2018 and holds significant potential for both near-mine and regional resource expansion.
The Moss Mine is currently mining the Moss vein system, which consists of fault-hosted epithermal quartz-calcite veins with associated vein stockwork that are younger than and cut across the Moss quartz monzonite porphyry host rock in the vicinity of the mine. The Moss vein system includes the Moss and Ruth veins, as well as associated hanging wall and, locally, footwall vein stockwork.
Following the Company's acquisition of the Moss Mine, it operated at limited capacity; however, heap leaching continued to operate, producing gold and silver. In the third quarter of 2025, the Company appointed a new mining contractor, and operations recommenced with the mobilization of a partial mining fleet. Through the fourth quarter of 2025 and into the first nine months of 2026, the Moss Mine continued to ramp up toward more stable and consistent operations, with mining activities remaining focused on the Moss vein system and associated stockwork material. Over this period, the Company advanced a series of operational improvements across the site, including enhancements to material handling, crushing circuit reliability, and overall plant performance, collectively supporting more consistent stacking rates and the continued optimization of heap leach operations.
During the third quarter of 2026, crushing plant throughput averaged 5,113 st per day (4,638 mt per day), below the initial throughput target of 8,500 st per day (7,710 mt per day) for 2026-2027 outlined in the Moss Technical Report, primarily due to mechanical constraints and operational bottlenecks. In response, the Company completed extensive maintenance and improvement work on the crushing circuit to enhance equipment reliability and reduce unplanned downtime. In parallel, a new production well has been commissioned to supply additional water to the heap leach pads, supporting improved irrigation and more consistent solution flows. Together, these initiatives are expected to improve operating efficiency, increase throughput, and support more consistent gold production going forward.
As at September 30, 2026, the Moss Mine did not reach commercial production.
All operating permits remain in good standing.
The table below shows the main variables used by Company management to measure operating performance of the Moss Mine.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
| Three months ended | Nine months ended | |||||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | |||||||||||||
| Tonnes mined (mt) | 1,460,247 | 226,409 | 1,233,838 | 4,374,087 | 226,409 | 4,147,678 | ||||||||||||
| Ore tonnes mined (mt) | 489,525 | 122,788 | 366,737 | 1,544,223 | 122,788 | 1,421,435 | ||||||||||||
| Ore stacked (mt) | 426,755 | 72,851 | 353,904 | 1,398,723 | 78,368 | 1,320,355 | ||||||||||||
| Gold grade (g/t) | 0.35 | 0.24 | 0.11 | 0.32 | 0.31 | 0.02 | ||||||||||||
| Gold recovered (ounces) | 2,765 | 937 | 1,828 | 10,078 | 2,346 | 7,732 | ||||||||||||
| Gold sold (ounces) | 2,812 | 912 | 1,900 | 10,133 | 3,219 | 6,914 | ||||||||||||
| Silver sold (ounces) | 16,048 | 13,308 | 2,740 | 49,083 | 34,493 | 14,590 | ||||||||||||
| Average realized gold price ($/oz sold) (1) | $ | 4,343 | $ | 3,476 | $ | 868 | $ | 4,521 | $ | 3,297 | $ | 1,224 | ||||||
| Cash cost ($/oz Au sold) (1) | $ | 3,632 | $ | 4,784 | $ | (1,152 | ) | $ | 3,388 | $ | 3,407 | $ | (19 | ) | ||||
| AISC ($/oz Au sold) (1) (2) | $ | 4,634 | $ | 4,624 | $ | 10 | $ | 3,770 | $ | 3,337 | $ | 433 | ||||||
(1) Refer to Non-IFRS Measures.
(2) AISC excludes corporate general and administrative expenses. For the nine months ended September 30, 2025, AISC is lower than the cash cost as a result of silver sales credits.
Tonnes mined, ore stacked, gold ounces recovered, gold and silver sold: Following the acquisition on March 27, 2025, the Moss Mine remained under care and maintenance through September 2025, with no mining activities conducted during this period. Gold ounces recovered in 2025 represent ounces leached from mineralized material that had been placed on the leach pad prior to acquisition. Gold and silver sales recorded in 2025 also include ounces acquired as part of the acquisition. Gold ounces recovered, and gold and silver ounces sold, during Q3 2026 and YTD 2026 reflect recoveries and sales from ore mined and placed on the leach pad following the resumption of operations.
Average realized gold price: Average realized gold prices were higher in Q3 2026 and YTD 2026 than in the corresponding periods of 2025.
Cash cost and AISC: The increase in cash costs in 2026 relative to 2025 reflects higher mining and crushing costs associated with the resumption of operations. Notwithstanding this, the Q3 2025 and YTD 2025 comparative figures were adversely impacted by non-recurring mobilization costs incurred during Q3 2025. An increase in sustaining capital expenditures during 2026 resulted in higher AISC for YTD 2026 compared to YTD 2025; however, Q3 2025 AISC remained elevated above the YTD 2026 figure as a result of those non-recurring costs.
EXPLORATION AND MINERAL PROPERTY DEVELOPMENT UPDATE
Nicaragua
During Q3 2026, the Company completed 13,565 m of reverse circulation ("RC") drilling and 9,049 m of diamond drilling. Drilling was completed using six drill rigs, including two RC drill rigs, three combination diamond / RC drill rigs and one diamond drill rig.
The objectives of this drilling program were two-fold:
• To test extensions of high-grade gold mineralization directly adjacent to current and future mining areas, but outside of the limits defined by the Company's current Mineral Resource estimate for the San Albino Project (see press release dated June 13, 2024 and the technical report titled "Amended Technical Report and Estimate of Mineral Resources for the San Albino Project Comprised of the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua", dated June 10, 2024, with an effective date of October 11, 2023 available under the Company's profile at www.sedarplus.ca and on the Company's website); and
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
• To test additional high-grade mineralization, as a part of the Company's regional drill program on its 254 km2 district-scale, underexplored land package.
On November 18, 2024, Nicoz was granted a new concession by Nicaraguan Ministry of Energy and Mines. The new concession, called Tiburon, covers an area of 3,605 ha (approximately 36.05 km2) and is contiguous to the east of the Company's San Albino-Murra concession and north of the El Jicaro concession in Nueva Segovia, Nicaragua. The Tiburon concession allows for both exploration and exploitation and is valid for a period of 25 years, until November 18, 2049.
On September 19, 2025, the Company was granted an exploration permit for the Tiburon concession which is valid for 10 years and allows the Company to drill 800,000 m on this concession.
On June 24, 2026, the Exploration Permit for the Company's El Jícaro concession was renewed for an additional 10 years, which permits the Company to conduct surface prospecting, mapping, 12,500 m of trenching and a total of 900,000 m of drilling.
On July 15, 2026, a new concession called Eureka was granted to Nicoz and successfully finalized the definitive legal registration and granting of the "Eureka" mineral concession, located in the department of Nueva Segovia, Nicaragua and is valid for a period of 25 years. The Eureka concession encompasses approximately 3,000 ha of highly prospective terrain immediately to the west of the San Albino-Murra and El Jicaro concessions. This acquisition secures exclusive, long-term exploration and exploitation rights over ground immediately adjacent to the Company's operating San Albino and Las Conchitas mining areas.
On October 7, 2026, the Company was granted an exploration permit for the Eureka concession which is valid for 10 years and allows the Company to drill 511,000 m.
The San Albino-Murra Concession was successfully renewed on August 17, 2026. The renewal grants Nicoz the exclusive rights to explore for minerals, exploit resources, and establish mineral processing plants within the 8,700 ha "San Albino Murra" concession for an additional 25 years. In addition, the exploration permit was increased to include up to 12,500m of trenching and 900,000 meters of drilling.
The Company now holds 100% of six mineral concessions in Nueva Segovia, Nicaragua for a total land package of approximately 254 km2.
Las Conchitas Area
Las Conchitas is situated between two past-producers, the San Albino Mine and the El Golfo Mine. It covers an area of approximately 3.75 km2 and is 2 km south of the San Albino Mine, and immediately to the north of the historical El Golfo Mine that is within the Company's El Jicaro Concession.
Las Conchitas contains numerous mineralized structures over a 1,700 m by 800 m area, which has been subdivided into three primary areas: Las Conchitas Norte, Las Conchitas Central and Las Conchitas Sur. Each area features multiple subparallel, northeast-southwest striking and gently dipping mineralized veins.
During Q3 2026, drilling at Las Conchitas was focused on two areas: 1) Inside the limits of the fully permitted ultimate pit area (Mina Francisco, Crucita, Intermediate, Cruz Grande Bayacun and Candelaria) and 2) outside the limits of the ultimate pit, but within the permitted project area.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
During Q3 2026, within the limits of the fully permitted ultimate pit area, a total of 217 m of diamond drilling and 5,797 m of RC drilling were completed. In addition, 2,139 m of diamond drilling and 6,958 m of RC drilling were completed outside the limits of the ultimate pit, but within the permitted project area. The objective of this drilling is to extend known mineralization within the existing pit areas and to test for new, high-grade mineralization. Assay results are pending for both areas.
El Jicaro Concession
El Jicaro Concession encompasses the southwest extension of the mineralized structures identified on the Corona de Oro Gold Belt. It covers an area of 5,071 ha (51 km2). Several prospective exploration targets were prioritized for detailed mapping and sampling. Drilling continued to test high-priority targets at El Golfo, located approximately 1 km to the south of Las Conchitas area. In addition, the Company continues to drill on the El Cortez prospect, located approximately 2.5 km from the current Limon-Mango-Bayacun pit area.
During Q3 2026, the Company completed a total of 4,673 m of diamond drilling at El Golfo using one drill rig. The objective of this drilling was to test the extension of high-grade gold mineralization identified in 2025. Assay results are pending.
At El Cortez, high-grade gold mineralization trends have been outlined by geochemical soil surveys, geological mapping and prospecting. Mapping and sampling were carried out on numerous historical workings including adits, mine dumps and artisanal underground tunnels. Several linear anomalous trends have been outlined which are oriented in a northeast-southwest direction, with the largest anomaly extending over 1km in length.
The drilling program is designed to test a conceptual model for the El Cortez mineralization. This model consists of multiple subparallel gold-bearing quartz veins with a northeast-southwest strike and a gentle northwest dip. During Q3 2026, the Company completed 810 m of RC drilling and 2,020 m of diamond drilling. Assay results are pending.
For details on all previously reported drill results, please see the Company's press releases and other filings on the Company's website at www.makominingcorp.com and on SEDAR+ at www.sedarplus.ca
Moss Mine, Arizona, USA
The vast majority of the Moss Mine property remains untested despite the presence of numerous prospective structural and geochemical targets identified through surface prospecting. To accelerate target generation, the Company has completed a property-wide hyperspectral survey that will help prioritize drill targets across the broader concession package, underscoring the significant exploration potential beyond the known deposits. Survey results and their interpretation are pending.
Eagle Mountain Project, Guyana
Stronghold has a 100% interest in the Eagle Mountain Prospecting License ("EMPL") and the Kilroy Mining Permit (collectively the "Guyana Property"). The Guyana Property covers an area of 5,050 ha (approximately 50km2) in central Guyana: 4,784 ha related to the Eagle Mountain Prospecting License and 266 ha relate to the Medium-Scale Mining Permit held by Kilroy Mining Inc. ("Kilroy"), a Guyanese Company, on which Stronghold has a long-term lease with a 2% net smelter return ("NSR") royalty.
The long-term lease and NSR royalty arrangement was established in 2014 to support a pilot plant operation. Pursuant to Stronghold's agreement with Kilroy, Kilroy is obligated to surrender the existing mining permits upon instruction from Stronghold. The Company anticipates issuing such instruction in conjunction with its application for, and the subsequent issuance by GGMC of, a Large-Scale Mining License, upon which the lease and NSR royalty will terminate and the underlying claims will be consolidated into the new license.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
On September 30, 2024, GGMC approved the renewal of the EMPL. Pursuant to the Guyana Mining Act, the term of prospecting licenses is three years with two rights of extension of one year each, for a total of five years. Stronghold was granted two other renewals in 2013 and 2019. The EMPL provides the Company with the right to explore the area for gold, valuable minerals, and base metals. It also provides the Company with the right to apply for a mining license over the EMPL area.
The terms of the prospecting license include the payment of an annual rental fee to GGMC equal to $0.92 per English acre for the first year, a requirement to allow the GGMC to inspect the operations within the prospecting license area as often as deemed necessary by the GGMC, the submission of a technical data report related to the prospecting license activities on a semi-annual basis to the GGMC, and the annual submission of audited annual financial statements to the GGMC. As part of the prospecting license renewal application, the Company submitted a work program and budget for the EMPL. Under the terms of the renewed license, the Company was required to incur a minimum of $2.56 million in expenditures toward the execution of the work program by September 30, 2025, a requirement that was satisfied as of that date. Additionally, on October 11, 2024, the Company submitted a work performance bond of $0.3 million to the GGMC in accordance with the prospecting license requirements.
On March 25, 2026, the Company submitted a draft ESIA for the Eagle Mountain Project to the Guyana Environmental Protection Agency ("EPA"). The ESIA incorporates environmental, social, cultural, engineering and project-design baseline studies and describes anticipated impacts and proposed mitigation measures. The submission initiated a 60-day public comment period, which included disclosure meetings during Q2 2026 in communities near the Eagle Mountain Project and in Georgetown.
As expected and part of the regulatory review process, subsequent to Q3 2026, the EPA provided their comments on the draft ESIA, identifying areas requiring additional detail or clarification. The Company and lead ESIA consultants are addressing the EPA's comments and expect to submit a final ESIA in the fourth quarter of 2026. The timing and outcome of the EPA's review, including any approval of the ESIA and issuance of an environmental authorization, remain subject to the regulatory process.
On September 9, 2026, the Company and Stronghold signed the Eagle Mountain Mineral Agreement with the Cooperative Republic of Guyana and the GGMC. The Agreement provides the Company and its 100%-owned subsidiary, Stronghold Guyana Inc., with a stability framework covering legal, fiscal and operating conditions for the Eagle Mountain Project in Guyana.
The Agreement is structured as a mineral agreement under Guyana's Mining Act and provides legal stability for mining licences, prospecting licences, authorizations as well as fiscal terms for 10 years, subject to specific environmental provisions. Following the initial 10-year term, the parties may negotiate modifications in good faith or renew on the same terms and conditions. Terms related to royalties, taxes, protections, government undertakings and Company commitments in respect of training and the prioritization of qualified Guyanese workers, goods, services and contractors are consistent with current standard terms as established in prior mineral agreements in Guyana.
The Agreement also sets out commitments relating to environmental initiatives, community development and social programs. The Company is required to provide annual funding of $250,000 beginning no later than 24 months after the grant of the mining licence or 12 months after the commencement of production, whichever occurs first. The Company is also required to contribute $150,000 annually to the Ministry of Natural Resources' Training Centre for training, capacity building and institutional development.
The technical program for 2026 includes a continuation of the geotechnical drilling as well as metallurgical and infill drilling using both the Company-owned drill rig and a contractor rig. Following mobilization of the contractor rig and onset of the dry season in Q3 2026, the pace of drilling activities increased significantly. During Q3 2026, 54 drill holes totaling 4,467 m were completed, comprising 4 geotechnical holes for 185 m; 26 large diameter metallurgical holes for 2,001 m; and 24 infill/exploration holes for 2,281 m. By comparison, during the first six months of 2026, the Company completed 45 holes totaling 2,253 m, comprising 25 geotechnical holes totaling 907 m, 11 metallurgical holes totaling 771 m, and nine infill holes totaling 575 m.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
Pre-development activities continued during Q3 2026, including the completion of bridge surveys, site preparation, and construction-readiness planning. The Company also entered into a contract for upgrades to the camp access road, with work scheduled to commence in Q4 2026.
Mt. Hamilton Project, Nevada USA
On March 24, 2026, the Company completed the acquisition of 100% of the membership interests of MHC, the owner of the Mt. Hamilton Project located in White Pine County, Nevada, USA. The Mt. Hamilton Project has all major state and federal permits to allow construction of an open pit, heap leach gold-silver project. The Mt. Hamilton Project also hosts a tungsten target, located below and independent of the gold and silver mineralization. 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 was identified as one of the top 10 critical metals based on its probability weighted impact of supply disruptions on the U.S. economy. Tungsten is considered a critical metal for the U.S. Government, particularly for national security, defense, and advanced industrial applications.
In Q2 2026, the Board approved predevelopment activities and a corresponding budget for 2026 but has not yet made a production decision. The timing and scope of construction activities are subject to ongoing technical reviews, permitting requirements and other project development considerations.
Predevelopment activities continued during Q3 2026, with six full-time employees added across accounting, procurement, environmental, and operations functions. The project also added seven pieces of heavy equipment to the on-site fleet, including motor graders, dozers, water trucks, and excavators to support on-site predevelopment activities.
On October 16, 2026, the Company received permits from the US Forest Service ("USFS") to begin condemnation drilling at the Mt. Hamilton Project once a $292,933 reclamation bond had been posted and accepted by the USFS. This was the principal bottleneck to begin full scale construction. The USFS will continue to review the amended plan of operation which calls for a minor adjustment to the crusher and overland conveyor placement. The Company anticipates approval for this modification to occur later this year, and management does not anticipate the timing of this approval to impact the construction schedule.
Long lead items for the Mt. Hamilton construction project, including the crusher and overland conveyor, will be procured during Q4 2026. The first gold pour is anticipated in December 2027, subject to timely receipt of all required permits, equipment delivery and availability of labor and materials.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
TREND ANALYSIS
Summary of Quarterly Results
| (in $000's excluding per share) | Q3 2026 | Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | ||||||||||||||||
| Revenue | 50,747 | 62,596 | 68,595 | 50,394 | 27,575 | 38,715 | 31,788 | 28,849 | ||||||||||||||||
| Cost of sales | (26,752 | ) | (31,769 | ) | (27,246 | ) | (20,825 | ) | (18,103 | ) | (19,682 | ) | (14,926 | ) | (12,586 | ) | ||||||||
| Gross profit | 23,995 | 30,827 | 41,349 | 29,569 | 9,472 | 19,033 | 16,862 | 16,263 | ||||||||||||||||
| E&E expenses | (4,009 | ) | (2,891 | ) | (2,501 | ) | (2,837 | ) | (2,787 | ) | (2,209 | ) | (1,530 | ) | (1,241 | ) | ||||||||
| G&A expenses | (4,074 | ) | (3,702 | ) | (4,388 | ) | (3,611 | ) | (2,893 | ) | (2,603 | ) | (1,701 | ) | (2,096 | ) | ||||||||
| Accretion and interest expense | (325 | ) | (307 | ) | (305 | ) | (550 | ) | (347 | ) | (421 | ) | (282 | ) | (357 | ) | ||||||||
| Interest income | 453 | 531 | 509 | 348 | 201 | 13 | 4 | 4 | ||||||||||||||||
| Other income (expense) | 6,167 | (1,937 | ) | 556 | (726 | ) | 591 | 1,984 | (880 | ) | (2,004 | ) | ||||||||||||
| Tax expense | (5,766 | ) | (8,658 | ) | (12,071 | ) | (7,886 | ) | (3,041 | ) | (6,979 | ) | (3,050 | ) | (5,912 | ) | ||||||||
| Net income | 16,441 | 13,863 | 23,149 | 14,307 | 1,196 | 8,818 | 9,423 | 4,657 | ||||||||||||||||
| Basic income per common share | 0.19 | 0.16 | 0.26 | 0.17 | 0.01 | 0.11 | 0.12 | 0.06 | ||||||||||||||||
| Diluted income per common share | 0.18 | 0.15 | 0.26 | 0.16 | 0.01 | 0.11 | 0.12 | 0.06 | ||||||||||||||||
| Consolidated gold ounces produced | 11,910 | 14,476 | 13,869 | 12,105 | 7,822 | 11,074 | 9,820 | 11,070 | ||||||||||||||||
| Consolidated gold ounces sold | 11,581 | 14,610 | 13,721 | 11,564 | 7,830 | 11,476 | 10,817 | 10,888 | ||||||||||||||||
| Average realized gold price ($/oz)1 | 4,292 | 4,201 | 4,902 | 4,313 | 3,454 | 3,321 | 2,915 | 2,650 |
The sum of the quarters may not equal the annual results due to rounding.
(1) Refer to "Non-IFRS Measures" section in this MD&A for more information.
Revenue: The variation between quarters resulted from changes in the number of ounces sold and the average prices realized for gold. Additionally, the revenues for periods subsequent to the quarter ended March 31, 2025 are impacted by the acquisition of the Moss Mine.
Cost of sales: The cost per ounce increased across quarters due to higher cost of sales at the Moss mine; however, quarter-to-quarter fluctuations are further influenced by corresponding changes in production output.
Exploration and evaluation ("E&E") expenses: E&E expenses increased on a quarter-over-quarter basis, reflecting expanded drilling programs to define new Mineral Resources at El Jicaro, La Segoviana, Potrerillo, Tiburon, and San Albino-Murra outside Las Conchitas pit area in Nicaragua, and the ongoing advancement of the Eagle Mountain Project and the Mt. Hamilton Project.
Other income (expense): Other income (expense) through June 30, 2025 was impacted by quarter-over-quarter changes in the fair value of the embedded derivative on the Sailfish silver loan. Additionally, the quarter ended June 30, 2025 included a $1 million gain arising from the elimination of the contingent consideration payable and the quarter ended December 31, 2025 included a $1.3 million loss on the extinguishment of the Wexford Loan.
In the quarters ended June 30, 2026 and September 30, 2026, other income (expense) included losses of $2.4 million and $1.1 million, respectively, arising from movements in the fair value of the Sailfish gold stream. These losses were partially offset by mark-to-market gains of $7.2 million and $0.8 million, respectively, on marketable securities.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
FINANCIAL RESULTS
Financial results for the three and nine months ended September 30, 2026:
| (in $000's excluding per share) | Three months ended | Nine months ended | ||||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | |||||||||||||
| Revenue | 50,722 | 27,553 | 23,169 | 181,906 | 98,037 | 83,869 | ||||||||||||
| Production services revenue | 25 | 22 | 3 | 33 | 41 | (8 | ) | |||||||||||
| 50,747 | 27,575 | 23,172 | 181,939 | 98,078 | 83,861 | |||||||||||||
| Cost of sales | ||||||||||||||||||
| Production costs | (24,844 | ) | (16,563 | ) | (8,281 | ) | (79,302 | ) | (47,282 | ) | (32,020 | ) | ||||||
| Depreciation, depletion and amortization | (1,908 | ) | (1,540 | ) | (368 | ) | (6,465 | ) | (5,554 | ) | (911 | ) | ||||||
| (26,752 | ) | (18,103 | ) | (8,649 | ) | (85,767 | ) | (52,836 | ) | (32,931 | ) | |||||||
| Gross profit | 23,995 | 9,472 | 14,523 | 96,172 | 45,242 | 50,930 | ||||||||||||
| Exploration and evaluation expenses | (4,009 | ) | (2,787 | ) | (1,222 | ) | (9,401 | ) | (6,526 | ) | (2,875 | ) | ||||||
| General and administrative expenses | (4,074 | ) | (2,893 | ) | (1,181 | ) | (12,165 | ) | (7,197 | ) | (4,968 | ) | ||||||
| Accretion and interest expense | (325 | ) | (347 | ) | 22 | (936 | ) | (1,050 | ) | 114 | ||||||||
| Interest income | 453 | 201 | 252 | 1,493 | 218 | 1,275 | ||||||||||||
| Other income (expense) | 6,167 | 591 | 5,576 | 4,786 | 1,821 | 2,965 | ||||||||||||
| Income before income taxes | 22,207 | 4,237 | 17,970 | 79,949 | 32,508 | 47,441 | ||||||||||||
| Tax expense | (5,766 | ) | (3,041 | ) | (2,725 | ) | (26,495 | ) | (13,070 | ) | (13,425 | ) | ||||||
| Income for the period | 16,441 | 1,196 | 15,245 | 53,454 | 19,438 | 34,016 | ||||||||||||
Revenue:
| Three months ended | Nine months ended | |||||||||||||||||
| (in $000's unless otherwise specified) | September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | ||||||||||||
| Gold revenue | 49,709 | 27,046 | 22,663 | 178,357 | 96,645 | 81,712 | ||||||||||||
| Silver revenue | 1,038 | 529 | 509 | 3,582 | 1,433 | 2,149 | ||||||||||||
| Gold sold (oz) | 11,581 | 7,830 | 3,751 | 39,912 | 30,123 | 9,789 | ||||||||||||
| Silver sold (oz) | 16,048 | 13,308 | 2,740 | 49,083 | 40,036 | 9,048 | ||||||||||||
| Average realized gold price ($/oz sold) (1) | 4,292 | 3,454 | 838 | 4,469 | 3,208 | 1,260 | ||||||||||||
(1) Refer to "Non-IFRS Measures" section in this MD&A for more information.
Revenue: Revenue in Q3 2026 and YTD 2026 is higher than for Q3 2025 and YTD 2025, respectively, as the Company realized higher gold prices compared to 2025. In addition, the recommencement of mining and crushing operations at the Moss Mine, along with the placement of fresh ore on the leach pad, contributed to higher production and sales during 2026 periods.
Cost of sales: The increase in cost of sales in Q3 2026 and YTD 2026 as compared to Q3 2025 and YTD 2025, respectively, was primarily driven by higher royalty expenses arising from higher gold prices, increased salaries, blasting, diesel, and maintenance costs at the San Albino Mine, and higher mining and crushing costs attributable to Moss Mine operations in 2026.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
Exploration and evaluation expenses:
| Expenses by property | Three months ended | Nine months ended | ||||||||||||||||
| (in $000's) | September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | ||||||||||||
| Eagle Mountain Project | 1,686 | 1,131 | 555 | 4,323 | 3,303 | 1,020 | ||||||||||||
| Nicaragua exploration concessions | 1,315 | 1,539 | (224 | ) | 3,884 | 3,058 | 826 | |||||||||||
| Mt. Hamilton Project | 1,008 | - | 1,008 | 1,194 | - | 1,194 | ||||||||||||
| Moss Mine | - | 117 | (117 | ) | - | 165 | (165 | ) | ||||||||||
| 4,009 | 2,787 | 1,222 | 9,401 | 6,526 | 2,875 | |||||||||||||
E&E expenses increased in Q3 2026 and YTD 2026 as compared to Q3 2025 and YTD 2025, respectively, reflecting expanded drilling programs to define new Mineral Resources at El Jicaro, La Segoviana, Potrerillo, Tiburon, and San Albino-Murra outside Las Conchitas pit area in Nicaragua, and the ongoing advancement of the Eagle Mountain Project and the Mt. Hamilton Project.
General and administrative expenses:
| Three months ended | Nine months ended | |||||||||||||||||
| (in $000's) | September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | ||||||||||||
| Accounting and legal | 615 | 564 | 51 | 1,946 | 1,030 | 916 | ||||||||||||
| Directors' fees | 126 | 150 | (24 | ) | 456 | 323 | 133 | |||||||||||
| Depreciation | 30 | 32 | (2 | ) | 112 | 103 | 9 | |||||||||||
| General office expenses | 611 | 364 | 247 | 1,742 | 954 | 788 | ||||||||||||
| Investor relations and communications | 64 | 62 | 2 | 176 | 134 | 42 | ||||||||||||
| Salaries and benefits | 1,392 | 1,143 | 249 | 4,052 | 3,443 | 609 | ||||||||||||
| Stock-based compensation | 1,221 | 560 | 661 | 3,332 | 1,138 | 2,194 | ||||||||||||
| Transfer agent fees and regulatory fees | 15 | 18 | (3 | ) | 349 | 72 | 277 | |||||||||||
| 4,074 | 2,893 | 1,181 | 12,165 | 7,197 | 4,968 | |||||||||||||
For the three months ended September 30, 2026, general and administrative expenses increased by $1.2 million compared to the same period in 2025. The increase was primarily due to a $0.7 million increase in stock-based compensation expense, mainly attributable to stock options, deferred stock units ("DSUs"), and restricted share units ("RSUs") granted during Q2 2026.
For the nine months ended September 30, 2026, general and administrative expenses increased by $5.0 million compared to the same period in 2025. The increase resulted from the following:
• Stock-based compensation increased by $2.2 million, primarily due to stock options, DSUs and RSUs granted in Q2 2026, as well as additional stock-based compensation expense of $0.3 million recognized for RSUs withheld for tax purposes.
• Accounting and legal fees increased by $0.9 million primarily driven by incremental compliance costs related to the Company's NASDAQ listing.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
• General office expenses increased by $0.8 million as a result of increased travelling by corporate employees to mine sites.
Other income (expense)
| Three months ended | Nine months ended | |||||||||||||||||
| (in $000's) | September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | ||||||||||||
| (Loss) gain on derivative instruments | (1,061 | ) | 180 | (1,241 | ) | $ | (3,466 | ) | $ | (95 | ) | $ | (3,371 | ) | ||||
| Gain on elimination of contingent consideration | - | - | - | - | 1,000 | (1,000 | ) | |||||||||||
| Foreign exchange gain (loss) | 109 | 367 | (258 | ) | (5 | ) | 872 | (877 | ) | |||||||||
| Dividend income | 99 | - | 99 | 99 | - | 99 | ||||||||||||
| Gain on marketable securities | 7,004 | - | 7,004 | 8,052 | - | 8,052 | ||||||||||||
| Miscellaneous income | 16 | 44 | (28 | ) | 106 | 44 | 62 | |||||||||||
| 6,167 | 591 | 5,576 | 4,786 | 1,821 | 2,965 | |||||||||||||
(Loss) gain on derivative instruments: The gold stream arrangement with Sailfish is accounted for as a financial liability measured at fair value through profit or loss. The loss recognized in 2026 periods reflects the change in the fair value of the financial liability from the initial recognition. In 2025, the Company's derivative liabilities were primarily related to the silver loan arrangement with Sailfish.
Foreign exchange (loss) gain: The foreign exchange (loss) gain arises primarily on cash and cash equivalents and intercompany loans held in US dollars at its corporate entity in Canada, which has a Canadian dollar functional currency. The Canadian dollar depreciated in Q3 2026, whereas it appreciated in Q3 2025. As a result, the Company recorded a foreign exchange loss in Q3 2026, compared to a foreign exchange gain in Q3 2025.
Dividend income in 2026 is earned on shares of Sailfish Royalty Corp.
Gain on marketable securities include realized gain of $0.9 million and unrealized gain of $7.1 million for the nine months ended September 30, 2026 and realized gain of $0.9 million and unrealized gain of $6.1 million for the three months ended September 30, 2026.
Interest income: During 2026, the Company earned interest on cash generated in 2025 and 2026. Lower interest income was earned in 2025, as no significant excess cash was available to the Company until June 30, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows
17
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
| Three months ended | Nine months ended | |||||||||||||||||
| (in $000's) | September 30, 2026 |
September 30, 2025 |
Change | September 30, 2026 |
September 30, 2025 |
Change | ||||||||||||
| Net cash flows provided by operating activities | 11,116 | 4,595 | 6,521 | 55,994 | 31,027 | 24,967 | ||||||||||||
| Net cash flows used in investing activities | (30,775 | ) | (5,152 | ) | (25,623 | ) | (80,072 | ) | (16,946 | ) | (63,126 | ) | ||||||
| Net cash used in financing activities | (1,829 | ) | (255 | ) | (1,574 | ) | (3,079 | ) | (847 | ) | (2,232 | ) | ||||||
| Effect of foreign exchange on cash and cash equivalents | (134 | ) | (63 | ) | (71 | ) | 171 | (36 | ) | 207 | ||||||||
| Change in cash and cash equivalents | $ | (21,622 | ) | $ | (875 | ) | $ | (20,747 | ) | $ | (26,986 | ) | $ | 13,198 | $ | (40,184 | ) | |
For the three months ended September 30, 2026:
The Company generated positive cash flow from operations of $11.1 million, an increase of $6.5 million as compared to the same period in 2025. The increase in cash flows provided by operating activities is primarily attributable to an increase in revenue driven by higher gold prices and higher quantity of gold ounces sold. Cash used in investing activities included: (i) $19.9 million in marketable securities; and (ii) $10.9 million for capital expenditures incurred on mining interest, plant and equipment. The net cash used in financing activity included stream deliveries valued at $1.9 million after consideration was received.
For the nine months ended September 30, 2026:
The Company generated positive cash flow from operations of $56.0 million, an increase of $25.0 million as compared to the same period in 2025. The increase in cash flows provided by operating activities is primarily attributable to an increase in revenue driven by higher gold selling prices and a higher quantity of gold ounces sold. Cash used in investing activities included: (i) $59.1 million in marketable securities; and (ii) $20.5 million for capital expenditures incurred on mining interest, plant and equipment. The net cash used in financing activity included stream deliveries valued at $4.0 million after consideration was received, partially offset by $1.0 million generated from the exercise of stock options.
Financial condition and liquidity risk
| Financial Condition (in $000's) | At September 30, 2026 |
At December 31, 2025 |
Change | ||||||
| Cash and cash equivalents | $ | 50,291 | $ | 77,277 | $ | (26,986 | ) | ||
| Marketable securities | 66,924 | 236 | 66,688 | ||||||
| Working capital (1) | 114,145 | 82,874 | 31,271 |
(1) Refer to "Non-IFRS Measures" section of this MD&A for more information.
The Company's working capital (defined as current assets less current liabilities) as at September 30, 2026 increased primarily due to strong cash flows generated from higher gold prices. With sustained higher gold prices, the Company expects to continue generating operating cash flow to support technical and engineering activities at the Mt. Hamilton and Eagle Mountain Project, pre-development activities at Mt. Hamilton, the ramp-up of mining activities at the Moss Mine to achieve commercial production, and exploration programs at San Albino. Management expects that available liquidity, together with projected cash flows from ongoing mining operations, will be sufficient to meet all contractual obligations and planned expenditures and does not anticipate any liquidity constraints over the next 12 months.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
As at September 30, 2026, the Company has the following contractual obligations:
| Payment due by period | ||||||||||||||||||
| (in $000's) | Carrying Amount |
Total cash outflow |
Within 1 year |
1 to 3 years | 4 to 5 years | Above 5 years |
||||||||||||
| Accounts payable and accrued liabilities | 40,074 | 40,074 | 40,074 | - | - | - | ||||||||||||
| Lease liabilities | 1,502 | 2,113 | 188 | 393 | 417 | 1,115 | ||||||||||||
| Sailfish Gold Stream | 39,740 | 84,607 | 13,147 | 24,272 | 20,082 | 27,106 | ||||||||||||
| Reclamation and Rehabilitation obligation | 19,003 | 24,035 | - | 3,709 | 4,295 | 16,031 | ||||||||||||
| Severance obligations | 1,084 | 1,340 | - | 1,340 | - | - | ||||||||||||
| Total | 101,403 | 152,169 | 53,409 | 29,714 | 24,794 | 44,252 | ||||||||||||
The consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that it will be able to meet its existing obligations and commitments and fund ongoing operations in the normal course of business for at least 12 months from September 30, 2026.
The Company's financial performance is dependent upon many external factors. Exploration, development and mining of precious metals involve numerous inherent risks including but not limited to metal price risk as the Company derives its revenue from the sale of gold, currency risks as the Company reports its financial statements in US dollars whereas the Company operates in jurisdictions where it conducts its business in other currencies. Although the Company minimizes these risks by applying high operating standards, including careful planning and management of its facilities, hiring highly qualified personnel and giving adequate training, these risks cannot be eliminated.
OUTSTANDING SECURITIES
As of the date of this MD&A, the Company had 87,690,077 common shares issued and outstanding, plus 1,142,909 RSUs, 418,483 DSUs and 1,944,900 stock options outstanding.
TRANSACTIONS WITH RELATED PARTIES
The Company enters into related party transactions that are in the normal course of business and are recorded at the amount paid or received as established by contract or as agreed upon by the Company and the related party. Related party disclosures can be found in Note 17 Related party transactions of the condensed interim consolidated financial statements for the three and nine months ended September 30, 2026.
MT. HAMILTON PROJECT ACQUISITION
On March 24, 2026, the Company completed the acquisition of 100% of the membership interests of MHC, the owner of the Mt. Hamilton Project located in Nevada, United States, from Sailfish. Management determined that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, being the mineral property associated with the Mt. Hamilton Project. Accordingly, the transaction was accounted for as an asset acquisition.
The total consideration for the acquisition consisted of consideration in the form of the Sailfish Gold Stream under the following terms:
• Initial Stream Term (60 months): The Company is required to deliver 341.7 ounces of refined gold per month for a period of 60 months. The monthly delivery is subject to an adjustment mechanism designed to ensure that the monthly delivery value is not less than $738 thousand and not greater than $1,011 thousand, which is equivalent to a gold price range of approximately $2,700 per ounce to $3,700 per ounce after application of the adjustment formula.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
• Additional Stream Term (72 months): Following the completion of the Initial Stream Term, the Company is required to deliver 100 ounces of refined gold per month for an additional period of 72 months. Deliveries during this term are not subject to any adjustment mechanism.
For all ounces delivered under the Sailfish Gold Stream, Sailfish will pay the Company an amount equal to 20% of the London PM fixed price for refined gold, expressed in United States dollars, as determined by the London Bullion Market Association (or any successor organization) on the date of delivery. Deliveries under the stream arrangement commenced in April 2026.
Total purchase price was determined as follows:
| Amount in $000's | |||
| Fair value of Sailfish Gold Stream | 42,342 | ||
| External legal and advisory fees and due diligence costs | 1,286 | ||
| Total consideration | 43,628 |
The total purchase price was allocated to the assets acquired and the liabilities assumed based on the fair value of the total consideration transferred at the closing date of the acquisition, which are as follows:
| Amount in $000's | |||
| Assets acquired and liabilities assumed: | |||
| - Exploration and evaluation asset | 43,630 | ||
| - Reclamation bond | 139 | ||
| Less: | |||
| - Accounts payable and accrued liabilities | (2 | ) | |
| - Reclamation and rehabilitation obligation | (139 | ) | |
| 43,628 |
Sailfish Gold Stream:
The Sailfish Gold Stream is recognized as a financial liability and is measured at fair value through profit or loss. The fair value of the liability at initial recognition was determined as $42.3 million using a discounted cash flow model. Management applied a discount rate of 25.06% and used the following gold price assumptions in estimating the fair value as of March 24, 2026, the date of initial recognition.
| Gold Price ($ per ounce) | 2026 | 2027 | 2028 | 2029 | 2030-2037 | ||||||||||
| At March 24, 2026 | $ | 4,600 | $ | 4,784 | $ | 5,009 | $ | 5,218 | $ | 5,421 |
Minimum Royalty Payments:
The Mt. Hamilton Project consists of four mineral property leases that require annual advance minimum royalty payments (the "Minimum Royalty Payments"). Two of the leases are governed by separate agreements with Centennial Minerals Company and require Minimum Royalty Payments of $300 thousand and $80 thousand, respectively. The agreement with Carrington requires an annual Minimum Royalty Payment of $130 thousand, which increases by $2 thousand each year. The agreement with Osisko Mining (USA) Inc. requires a Minimum Royalty Payment equal to the greater of $33 thousand or the cash equivalent of 33 ounces of gold. As of the acquisition date, aggregate Minimum Royalty Payments totaling $9.02 million had been made.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
Subject to the terms of the respective agreements, the Minimum Royalty Payments are creditable against future NSR royalties payable upon commencement of commercial production. Upon acquisition, the Mt. Hamilton Project was classified as an exploration and evaluation asset in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources. Given the inherent uncertainty related to the recoverability of these advance payments prior to the determination of technical feasibility and commercial viability, no separate asset was recognized for the Minimum Royalty Payments. Accordingly, such payments were capitalized as part of the exploration and evaluation asset for the Mt. Hamilton Project. These advance payments will be separately assessed and reclassified, as appropriate, upon a decision to proceed with development.
SIGNIFICANT ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Significant assumptions and judgments about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, which could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to the following areas:
● Estimated Mineral Resources and estimated Mineral Reserves;
● Reclamation and rehabilitation obligation;
● Depreciation, depletion and amortization;
● Exploration versus development expenditures;
● Business combinations and asset acquisitions;
● Deferred income taxes;
● Impairment of non-current assets;
● Valuation of stockpiled mineralized material and heap leach ore;
● Achievement of commercial production; and
● Gold stream valuation.
Refer to Note 5 of the Company's audited consolidated financial statements for the year ended December 31, 2025 and to Note 4 in the condensed interim consolidated financial statements for the three and nine months ended September 30, 2026, for a detailed discussion of these accounting estimates and judgments.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
CHANGES IN ACCOUNTING POLICIES
Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures
In May 2024, the International Accounting Standards Board issued Amendments to the Classification and Measurement of Financial Instruments (amendments to IFRS 9 and IFRS 7). The amendments clarify the requirements for the recognition and derecognition of financial assets and financial liabilities, including introducing an accounting policy option for the derecognition of financial liabilities settled through an electronic payment system before the settlement date.
The amendments also provide additional guidance on assessing the contractual cash flow characteristics of financial assets, including those with contingent or ESG-linked features, and enhance disclosure requirements for financial instruments with contingent features and for equity instruments designated at fair value through other comprehensive income.
The Company adopted the amendments effective January 1, 2026. These amendments have no material impact on the condensed interim consolidated financial statements. For financial liabilities settled in cash using an electronic payment system, Mako applied the election to deem these financial liabilities to be discharged before the settlement date.
IFRS pronouncements issued but not effective
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the International Accounting Standards Board issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces new presentation requirements for the statement of profit or loss, including the use of three defined categories, operating, investing, and financing, and the inclusion of specified subtotals. The standard also requires entities to provide additional disclosures for management-defined performance measures, as well as enhanced guidance on the aggregation and disaggregation principles that apply to both the primary financial statements and the notes. IFRS 18 does not change the recognition or measurement of items in the financial statements, nor the classification or presentation of items within other comprehensive income.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, including interim periods, with retrospective application required. Early application is permitted. The Company is currently assessing the impact of this new standard on its future financial statements.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management's Report on Internal Controls over Financial Reporting
In connection with the preparation and audit of the consolidated financial statements as of and for the year ended December 31, 2025, the Company identified deficiencies with respect to the design and operation of its internal control over financial reporting ("ICFR") which were deemed to aggregate to a material weakness. A "material weakness" is a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness relates primarily to deficiencies in the Company's information technology general controls ("ITGCs"), resulting in a lack of adequate segregation of duties in the design and operation of controls over the creation and posting of journal entries. Until remediated, the material weakness could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
The Company has developed and initiated a comprehensive remediation plan designed to strengthen the Company's internal control environment and support sustainable public-company compliance, including:
● Implementing automated control within the accounting system that prevents any individual from posting a journal entry they created.
● Enforcing review workflows to ensure personnel with the appropriate level of expertise and authorization are performing the journal entry review.
● Amending "super user" roles within the accounting system to improve segregation of duties.
While management is making improvements to the Company's control environment and business processes to support and scale with its growing operations, the remediation process is ongoing and the material weakness has not yet been fully remediated. The Company may not be able to fully remediate the material weakness until these steps have been completed and the internal controls have been operating effectively for a sufficient period of time.
The evaluation process, including the effectiveness of the remediation efforts, is expected to be substantially concluded prior to December 31, 2026. The material weakness did not result in any adjustments to the September 30, 2026 condensed interim consolidated financial statements.
There has been no significant change in internal control over financial reporting during the period beginning on September 1, 2026 and ending on September 30, 2026.
Notwithstanding the material weakness, the certifying officers have concluded that the Company's condensed interim consolidated financial statements as of and for the three and nine months ended September 30, 2026, present fairly in all material respects, the Company's financial position, results of operation, changes in equity and cash flows in accordance with IFRS Accounting Standards. There were no changes to previously released financial results.
Disclosure Controls and Procedures
Management, with the participation of the certifying officers, assessed the effectiveness of disclosure controls and procedures ("DC&P") as of September 30, 2026. As a result of the aforementioned material weakness, the certifying officers concluded that the Company's DC&P were not effective as at September 30, 2026 in providing reasonable assurance that the information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is (a) recorded, processed, summarized and reported within the time periods specified in the securities legislation, and (b) accumulated and communicated to management, including the certifying officers, as appropriate, to allow timely decisions regarding required disclosure.
Control and Procedure Limitations
The Company's management, including the certifying officers, recognize that any ICFR and DC&P, no matter how well designed or operated, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are achieved.
MINERAL RESOURCE ESTIMATES AND RELATED CAUTIONARY NOTE TO U.S. INVESTORS
The Company's Mineral Resource estimates are based on the definitions adopted by the Canadian Institute of Mining, Metallurgy and Petroleum, and in compliance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic U.S. companies. The reader may not be able to compare the Mineral Resources information in this MD&A with similar information made public by domestic U.S. companies. The reader should not assume that:
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
• the Mineral Resources defined in this MD&A qualify as resource under SEC standards
• the measured and indicated Mineral Resources in this MD&A will ever be converted to Mineral Reserves; and
• the inferred Mineral Resources in this MD&A are economically mineable or will ever be upgraded to a higher category.
Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
NON-IFRS MEASURES
The Company has included non-IFRS measures such as EBITDA, adjusted EBITDA, working capital, sustaining capital expenditures, and non-IFRS ratios such as cash cost per ounce sold, AISC per ounce sold, and average realized gold price in this MD&A. These non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. In the gold mining industry, these are commonly used performance measures, however these measures do not have any standardized meaning prescribed under the IFRS Accounting Standards and therefore may not be comparable to other issuers. The Company believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, certain investors use this information to evaluate the Company's underlying performance of its core operations and its ability to generate cash flow.
"EBITDA" represents earnings before interest (including non-cash accretion of financial obligations, lease obligations and change in fair value of liabilities measured at fair value through profit or loss), income taxes and depreciation, depletion and amortization.
"Adjusted EBITDA" represents EBITDA adjusted to exclude exploration activities and share-based compensation.
The following table provides EBITDA and Adjusted EBITDA calculations:
| Three months ended | Nine months ended | |||||||||||
| (in 000's) | September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
||||||||
| Income for the period | $ | 16,441 | $ | 1,196 | $ | 53,454 | $ | 19,438 | ||||
| Income tax expense | 4,326 | 1,865 | 25,317 | 9,363 | ||||||||
| Deferred tax expense | 1,440 | 1,176 | 1,178 | 3,707 | ||||||||
| Accretion and interest expense | 325 | 347 | 936 | 1,050 | ||||||||
| Fair value adjustment on gold stream | 1,061 | - | 3,466 | - | ||||||||
| Interest income | (453 | ) | (201 | ) | (1,493 | ) | (218 | ) | ||||
| Depreciation, depletion and amortization | 1,938 | 1,573 | 6,577 | 5,657 | ||||||||
| EBITDA | $ | 25,078 | $ | 5,956 | $ | 89,435 | $ | 38,997 | ||||
| Share-based compensation expense | 1,221 | 560 | 3,332 | 1,138 | ||||||||
| Exploration activities | 4,009 | 2,787 | 9,401 | 6,526 | ||||||||
| ADJUSTED EBITDA | $ | 30,308 | $ | 9,303 | $ | 102,168 | $ | 46,661 | ||||
"Cash costs per ounce sold" is production costs divided by the number of gold ounces sold.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
"AISC per ounce sold" includes cash costs (as defined above) and adds the sum of general and administrative expenses, sustaining capital expenditures, sustaining lease payments, provision for environmental fees, if applicable, and rehabilitation costs paid, all divided by the number of gold ounces sold. As this measure seeks to reflect the full cost of gold sold from current operations, capital and E&E costs related to expansion or growth projects are not included in the calculation of AISC per ounce sold. Additionally, certain other cash expenditures, including income and other tax payments, financing costs and debt repayments, are not included in AISC per ounce sold.
The following table provides a reconciliation of production costs to cash costs and AISC and calculation of cash cost per ounce sold and AISC per ounce sold:
| (in $000's unless otherwise specified) | Three months ended | Nine months ended | ||||||||||
| September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||
| Production costs | $ | 24,844 | $ | 16,563 | $ | 79,302 | $ | 47,282 | ||||
| Adjustment to reflect a non-recurring change in estimate in the appropriate reporting periods | $ | - | $ | - | $ | (316 | ) | $ | 23 | |||
| Total Cash Cost | 24,844 | 16,563 | 78,986 | 47,305 | ||||||||
| Silver sales | (1,038 | ) | (528 | ) | (3,582 | ) | (1,138 | ) | ||||
| Supporting general and administrative expenses | 203 | 698 | 557 | 1,845 | ||||||||
| General and administrative expenses | 3,872 | 1,580 | 11,608 | 3,727 | ||||||||
| Sustaining capital expenditures | 5,376 | 1,765 | 10,390 | 3,070 | ||||||||
| Accretion of the asset retirement costs (ARO) (Non-cash) | 207 | (28 | ) | 570 | 46 | |||||||
| Total AISC | $ | 33,464 | $ | 20,050 | $ | 98,529 | $ | 54,855 | ||||
| Gold ounces sold | 11,581 | 7,830 | 39,912 | 30,123 | ||||||||
| Cash cost ($/oz Au sold) | $ | 2,145 | $ | 2,115 | $ | 1,987 | $ | 1,570 | ||||
| AISC ($/oz Au sold) | $ | 2,890 | $ | 2,561 | $ | 2,469 | $ | 1,820 | ||||
"Average realized gold price" is calculated by dividing total gold revenue by the total gold ounces sold into the spot market.
"Working capital" is current assets less current liabilities.
"Sustaining capital expenditures" includes expenditures required to maintain ongoing production and operations.
RISK AND UNCERTAINTIES
The Company's principal activity of mineral exploration and exploitation is generally considered to be high risk. It is exposed to a number of risks and uncertainties that are common to other mining, exploration and development companies. The industry is capital intensive at all stages and is subject to variations in commodity prices, market sentiment, inflation and other risks. The Company's mineral properties are in Nicaragua, Guyana and the United States, which exposes the Company to risks associated with possible political or economic instability, changes to applicable laws, and impairment or loss of mining title or other mineral rights.
Some of the other risks include, but are not limited to:
• Implementation of additional directives, following the October 24, 2022, announcement by the United States Department of the Treasury's Office of Foreign Assets Controls relating to new U.S. sanctions imposed on the General Directorate of Mines in Nicaragua pursuant to Executive Order 13851, as well as the issuance of EO 14088.
• Maintaining the Company's operating and development permits, title, rights and licenses in good standing.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
• The Company utilizes heap leach processing for certain deposits, which presents specific risks and uncertainties that could materially impact operational and financial performance. Key considerations include:
• Recovery Variability: Recovery rates can fluctuate due to ore composition, changes in mineralogy, and environmental conditions affecting leaching efficiency.
• Operational Challenges: Factors such as liner integrity, solution distribution, and reagent consumption can influence overall effectiveness and profitability.
• Environmental and Regulatory Compliance: Stringent environmental laws on cyanide management and waste disposal may lead to delays or increased costs.
• Market and Economic Factors: Commodity price volatility directly impacts the economic viability of heap leach projects. Fluctuations in input costs such as reagents and energy can also affect margins.
• Climate and Weather: Extreme conditions can disrupt leach kinetics and infrastructure stability.
• Technical and Engineering Risks: Design and execution of heap leach pads require careful planning. Poor construction or operational practices can lead to structural failures and suboptimal recoveries.
• Mineral Resource and Mineral Reserve amounts are estimates only and may be unreliable. The Company cannot be certain that any specified level of recovery of minerals from ore and /or mineralized material will, in fact, be realized or that any of its mineral property interests or any other mineral deposit will ever qualify as a commercially mineable ore body that can be economically exploited. Material changes in the quantity of mineralization, grade or stripping ratio or gold price volatility and foreign exchange risks may affect the economic viability of the properties. The production decision at the San Albino Mine was supported by existing mining infrastructure, prior operating experience, and established Mineral Resources, rather than a pre-feasibility study or feasibility study of Mineral Reserves demonstrating economic and technical viability. As a result, there is a higher degree of risk and uncertainty given the production decision at San Albino was based on Mineral Resources which are not Mineral Reserves and do not have demonstrated economic viability.
• The emerging mid-tier market where the Company raises funds is extremely volatile, companies are subject to high level of competition for the same pool of investment dollars, and there is no guarantee that the Company will be able to raise adequate funds in a timely manner to carry out its business plans.
• Although the Company has taken steps to verify title to its exploration and other assets, there is no guarantee that the exploration and other assets will not be subject to title disputes or undetected defects.
• The Company is subject to laws and regulations related to environmental matters, including provisions for reclamation, discharge of hazardous material and other matters. The Company conducts its activities in compliance with applicable environmental legislation and is not aware of any existing environmental problems related to its mineral property interests that may be the cause of material liability to the Company.
• There is no assurance that any countries in which Mako operates or may operate in the future will not impose restrictions or taxes on the repatriation of earnings to foreign entities.
• Nicaraguan and Guyanese political and economic risks including social unrest.
• Communication and customs risk associated with working in Nicaragua and Guyana.
• Loss of key personnel and dependence on key personnel.
• Nicaragua is susceptible to hurricanes, earthquakes and volcanoes which could materially impact the Company's operations in the future.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
• The Company not successfully remediating the material weakness in ICFR and DC&P identified at year end within the timeframe expected.
• The Bolivarian Republic of Venezuela's ("Venezuela") claims that the Essequibo area, which is within Guyana (west of the Essequibo River extending to the border of Venezuela) belongs to Venezuela. The internationally recognized border between Guyana and Venezuela was established in 1899 by an arbitration panel. The territory of Guyana, including the Essequibo area, has been continuously administered and controlled by Guyana since that time. The Company's Eagle Mountain Project falls within this Essequibo area, the sovereign territory of Guyana. The Company's activities at Eagle Mountain, including exploration, technical and environmental studies, and ongoing coordination with governmental agencies, remain unaffected by Venezuela's claims, though the Company will continue to monitor the situation closely. Uncertainty caused by the political conflict may negatively impact the Company's financial position, financial performance, cash flows, and its ability to raise capital. The impact of the conflict on the Company's planned exploration activities, including technical and engineering studies, cannot be reasonably estimated at this time.
The potential introduction of protectionist or retaliatory international trade tariffs, domestic "buy local" policies, sanctions or other barriers to international commerce, may impact the Company's ability to import materials needed to construct projects or conduct operations at prices that are economically feasible to be competitive, or at all. Any change to tariffs and/or international trade regulations may have a material adverse effect on global economic conditions and the stability of global financial markets, and may, as a result, have a material adverse effect on our business, financial conditions including cash flows, and results of operations.
An investment in the Company's common shares is highly speculative and subject to a number of risks and uncertainties. An investor should carefully consider the risks described above, as well as the risks described in the Company's financial statements, Annual Information Form and Annual Report on Form 40-F filed under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov before investing in the Company's common shares. The risks described are not the only ones faced. Additional risks that the Company currently believes are immaterial may become important factors that affect the Company's business. If any of these risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed, and investors may lose all of their investment.
TECHNICAL INFORMATION
Technical disclosure related to the Mineral Reserve estimate for the Moss Mine in this MD&A has been reviewed and approved by Mr. Chris Keech, P Geo, a Qualified Person under NI 43-101. Mr. Keech is independent of the Company.
Unless otherwise stated, John Rust, Chief Metallurgist of Mako, and Eric Fier, CPG, P.Eng, Chairman of Mako, are the qualified persons under NI 43-101 for Mako that have reviewed and approved the scientific and technical disclosure in this MD&A, and who have verified the data disclosed.
FORWARD-LOOKING INFORMATION
This MD&A contains "forward-looking information" including "future oriented financial information" under applicable Canadian securities legislation and "forward-looking statements" within the meaning of applicable U.S. securities legislation. Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking information, including, but not limited to, any information as to the Company's strategy, objectives, plans or future financial or operating performance. Forward-looking statements are characterized by words such as "plan", "expect", "budget", "target", "project", "intend", "believe", "anticipate", "estimate" and other similar words or negative versions thereof, or statements that certain events or conditions "may", "will", "should", "would" or "could" occur. In particular, forward looking information included in this MD&A includes, without limitation, statements with respect to:
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
• the Company's expectations in connection with the production and exploration, development plans at the Company's projects discussed herein being met;
• the Company's expectations relating to the performance of its mineral properties;
• the estimation of Mineral Reserves and Mineral Resources;
• the timing and amount of estimated future production;
• the timing and amount of estimated future capital and operating costs;
• the costs and timing of exploration and development activities;
• the Company's expectations regarding the timing of mining studies and reports;
• financing, capitalization and liquidity risks;
• the nature and impact of drill results and future exploration;
• regulatory risks relating to mineral tenure, permitting, environmental protection, taxation, and royalties;
• volatility of currency exchange rates, metal prices and metal production;
• the timing for remediation of the identified material weakness in the Company's ICFR and DC&P; and
• the Company's expectations in connection with the Proposed Transaction.
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 factors include, without limitation, the Company's dependence on products produced from its key mining assets; fluctuating price of gold and silver; risks relating to the exploration, 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, particularly Nicaragua and Guyana, including risk of government expropriation or nationalization of mining operations; health, safety and environmental risks and hazards to which the Company's operations are subject; risks associated with regulatory and permitting activities; risks related to financing of the Company's acquisitions and other activities, exploration, development and operation of mining properties; risks related to the timing and plans to remediate the identified material weakness in its ICFR and DC&P, risks related to the timing and plans to complete the Proposed Transaction, including settling definitive documentation and obtaining all required approvals, and the overall impact of misjudgments made in good faith in the course of preparing forward-looking information as well as other risks and uncertainties referenced under "Risks and Uncertainties" in this MD&A.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 |
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company's expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company's plans and objectives and may not be appropriate for other purposes.
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FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Akiba Leisman, the Chief Executive Officer of Mako Mining Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Mako Mining Corp. (the "issuer") for the interim period ended September 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings,
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (COSO Framework 2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at September 30, 2026
(a) a description of the material weakness;
(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 12, 2026
/s/ Akiba Leisman
Akiba Leisman
Chief Executive Officer
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Ezequiel Sirotinsky, the Chief Financial Officer of Mako Mining Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Mako Mining Corp. (the "issuer") for the interim period ended September 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings,
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (COSO Framework 2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at September 30, 2026
(a) a description of the material weakness;
(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 12, 2026
/s/ Ezequiel Sirotinsky
Ezequiel Sirotinsky
Chief Financial Officer





