Mako Mining outlines 20-year gold stream for Sailfish stake

Mako Mining Corp. (MAKO) has entered a non-binding letter of intent with Sailfish Royalty Corp. for a long-term corporate-level gold stream.

Rhea-AI Filing Summary

Mako Mining Corp. (MAKO) has entered a non-binding letter of intent with Sailfish Royalty Corp. for a long-term corporate-level gold stream. Over a 240‑month term, Mako would deliver escalating monthly amounts of refined gold to Sailfish, starting at 650 ounces per month and rising to 1,000 ounces per month, with Sailfish paying 25% of the LBMA PM Fix price per ounce.

As consideration, Sailfish proposes to issue 70,000,000 common shares to Mako at $5.76 per share, after which Mako is expected to own about 49.00% of Sailfish. Mako views the Sailfish shares and Sailfish’s planned gold-linked dividend policy as a way to lower its cost of capital, support potential dividends from its US$112 million in cash and securities, and fund larger acquisitions. The transaction is a related party transaction controlled by Wexford Capital and is subject to a definitive agreement, special committee review, independent valuation, minority shareholder approval, and regulatory and stock exchange approvals, and may not be completed.

Positive

• US$112 million in cash, trade receivables and marketable securities provides significant flexibility for potential dividends or acquisitions once lower-cost financing is in place.
• Proposed receipt of 70,000,000 Sailfish shares (about 49.00% ownership) plus a planned gold-linked dividend policy could create a new, potentially cheaper financing and return-of-capital platform for Mako.

Negative

• The gold stream would commit up to 1,000 ounces of gold per month for a total 240‑month term, creating a long-dated obligation secured against key assets including the Moss Mine.
• The deal is a related party transaction under MI 61‑101, with both companies controlled by Wexford Capital, requiring an independent valuation and minority approval and adding governance and execution risk.
• Completion is uncertain as it depends on negotiating a definitive agreement, special committee and board approvals, fairness opinions, shareholder approvals and TSXV and other regulatory clearances, and may not occur.

Key Figures

Gold stream term: 240 months Part 1 monthly gold deliveries: 650 troy ounces per month Part 3 monthly gold deliveries: 900 troy ounces per month +5 more

8 metrics

Gold stream term 240 months Duration of proposed corporate-level gold stream to Sailfish

Part 1 monthly gold deliveries 650 troy ounces per month From signing until August 1, 2028 under the proposed stream

Part 3 monthly gold deliveries 900 troy ounces per month From after February 1, 2031 until February 1, 2037

Final phase monthly gold deliveries 1,000 troy ounces per month For the remainder of the 240‑month term after Part 3

Gold price participation 25% of LBMA PM Fix price Price per ounce Sailfish pays Mako for delivered gold

Sailfish shares to Mako 70,000,000 shares at $5.76 each Equity consideration proposed to be issued to Mako

Post-transaction Sailfish ownership 49.00% of common shares Approximate Sailfish stake anticipated for Mako after issuance

Cash and securities balance US$112 million Cash, trade receivables and marketable securities as of June 30, 2026

Key Terms

gold stream, non-binding letter of intent, related party transaction, Multilateral 61-101 - Protection of Minority Security Holders in Special Transactions, +2 more

6 terms

gold stream financial

"in connection with a proposed sale to Sailfish of a corporate level, long-term gold stream"

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

non-binding letter of intent financial

"it has entered into a non-binding letter of intent dated and signed"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

related party transaction regulatory

"the Transaction constitutes a related party transaction for Mako within the meaning"

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

Multilateral 61-101 - Protection of Minority Security Holders in Special Transactions regulatory

"as required under Multilateral 61-101 - Protection of Minority Security Holders"

standstill financial

"Mako will agree not to acquire additional common shares, make or support a takeover bid"

A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.

voting support financial

"Mako will agree to vote the Sailfish Shares on a basis consistent with"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What gold stream has Mako Mining (MAKO) agreed to in principle with Sailfish Royalty?

Mako and Sailfish signed a non-binding LOI for a 240‑month gold stream under which Mako would deliver 650–1,000 ounces of refined gold per month in stages, with Sailfish paying 25% of the LBMA PM Fix price per delivered ounce.

What equity consideration will Mako Mining (MAKO) receive from Sailfish in the proposed transaction?

Sailfish proposes to issue 70,000,000 common shares to Mako at $5.76 per share. After issuance, Mako is expected to own about 49.00% of Sailfish’s outstanding common shares, subject to customary four‑month‑and‑one‑day statutory hold requirements.

How does Mako Mining (MAKO) expect this deal to affect its cost of capital and shareholder returns?

Mako aims to use the Sailfish Shares and Sailfish’s intended dividend policy—one ounce of gold per year per 18,000 shares—to access lower‑cost financing, pursue larger acquisitions and potentially return the majority of its US$112 million in cash and securities to shareholders via dividends.

Why is the Mako Mining (MAKO) gold stream with Sailfish considered a related party transaction?

Both Mako and Sailfish are controlled by Wexford Capital LP or its funds, so Sailfish is a related party to Mako. Under MI 61‑101, the transaction exceeds 25% of Mako’s market capitalization, requiring an independent formal valuation and minority shareholder approval.

What approvals and conditions must be satisfied before Mako Mining (MAKO) can close the Sailfish transaction?

Closing requires a definitive Gold Purchase Agreement, recommendations from independent special committees, board approvals, fairness opinions, an independent valuation, disinterested shareholder approvals at both companies, and TSXV and other regulatory approvals.

What governance and lock-up terms will apply to Mako’s Sailfish shareholding?

Mako’s 70,000,000 Sailfish shares will be under a 12‑month lock-up with 50% released every six months. While Mako holds at least 20% of Sailfish, it will be subject to standstill and voting support commitments aligned with Sailfish’s board recommendations for ordinary business.

What current financial position does Mako Mining (MAKO) report in relation to this transaction?

As of June 30, 2026, Mako reports approximately US$112 million in cash, trade receivables and marketable securities, accumulated through operations and a US$37.4 million equity raise, fully financing its development projects ahead of the proposed transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 09:35 AM Accepted by SEC EDGAR 09/14/2026 - 09:34 AM Learn about SEC filing dates

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 September 14, 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	Mako Mining Enters Into a Non-Binding Letter of Intent For a Comprehensive Gold Purchase Agreement with Sailfish Royalty to Lower its Cost of Capital and Facilitate Shareholder Returns and Accretive Acquisitions

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: September 14, 2026	By:	/s/ Akiba Leisman
	Name:	Akiba Leisman
	Title:	Chief Executive Officer

September 14, 2026

NASDAQ: MAKO; TSX-V: MKO

Mako Mining Announces a Non-Binding Letter of Intent to Enter a Gold Purchase
Agreement with Sailfish Royalty to Lower its Cost of Capital and Facilitate
Shareholder Returns and Accretive Acquisitions

Mako Mining Corp. (“Mako” or the “Company”) (NASDAQ: MAKO; TSX-V: MKO) is pleased to announce that it has entered into a non-binding letter of intent dated and signed on September 11, 2026 (the “LOI”) with Sailfish Royalty Corp. (“Sailfish”), a non-arm’s length entity, in connection with a proposed sale to Sailfish of a corporate level, long-term gold stream (the “Transaction”).

Proposed Terms of the Gold Stream

The LOI provides for the proposed purchase by Sailfish from Mako of refined gold over a term of 240 months (the "Term"), as follows:

• until August 1, 2028 ("Part 1"), 650 troy ounces of refined gold per month;
• immediately following Part 1, until February 1, 2031 ("Part 2"), 750 troy ounces of refined gold per month;
• immediately following Part 2, until February 1, 2037 ("Part 3"), 900 troy ounces of refined gold per month; and
• immediately following Part 3, for the remainder of the Term, 1,000 troy ounces of refined gold per month.

(the "Payable Gold")

For each ounce of refined gold delivered, Sailfish will pay to Mako a price equal to 25% of the London Bullion Market Association PM Fix price on the date of delivery. Mako may satisfy its obligations in respect of the delivery of all or a portion of the Payable Gold through the delivery of refined gold from any source (other than from Mako's Mt. Hamilton Project), including the delivery of any London Bullion Market Association gold delivery bars in the relevant quantity.

In connection with the consideration payable under the terms of the Transaction, Sailfish proposes to issue to Mako an aggregate of 70,000,000 common shares of Sailfish (the "Sailfish Shares") at a price per Sailfish Share equal to $ 5.76 (based on a 5-day VWAP ending on the trading day immediately prior to signing the LOI). The Sailfish Shares will be subject to a statutory hold period of four months and one day from the date of issuance. Following Mako's acquisition of the Sailfish Shares, it is anticipated that Mako will hold approximately 49.00% of the issued and outstanding common shares of Sailfish.

Transaction Rationale

The purpose of the Transaction is to capitalize on the clear cost-of-capital differential between gold royalty companies and operating companies. Sailfish has announced that immediately following closing of the Transaction, it intends to amend its dividend policy such that, for every 18,000 common shares of Sailfish owned, shareholders will receive the cash equivalent of one ounce of gold per year, payable quarterly in arrears. Mako is confident that, following the implementation of such amended dividend policy, Sailfish's common shares should command a premium valuation given their attractive yield and direct linkage to the gold price. Mako also believes that the Sailfish Shares can be used, directly or indirectly, as a strategic financing currency. The Sailfish Shares are expected to enhance 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. In addition, lower cost financing structures are expected to enable Mako to return the majority of its US$112 ⁽¹⁾ million in cash and securities to shareholders in the form of dividends if no higher returning acquisitions are completed.

Akiba Leisman, CEO of Mako, states: "This transaction with Sailfish is expected to accelerate our acquisition and shareholder return strategies. Since early 2024, we've completed three acquisitions, which make up the vast majority of our corporate net asset value, for a total of 13.16 million shares (approximately 15% of our current share count), US$2 million in cash, and a gold stream. Since this time, our cash and securities balance has grown by over US$110 million through cash generated from operations and a US$37.4 million equity raise, fully financing our development projects. With this transaction, we anticipate either securing lower-cost financing to return the majority of the US$112 million on our balance sheet to shareholders via dividends, or using the Sailfish Shares as lower-cost capital for accretive acquisitions, opening up the opportunity to do similar transactions with Sailfish in the future."

Under the proposed Transaction terms, Mako will provide certain contractual rights in favor of Sailfish, as summarized below.

Lock-Up

The Sailfish Shares will be subject to a contractual lock-up for a period of 12 months following the closing of the Transaction, with 50% of the Sailfish Shares being released from the lock-up every 6 months following closing of the Transaction.

Placement Rights

For so long as Mako holds at least 10% of the issued and outstanding common shares of Sailfish, in the event Mako proposes to sell in excess of 500,000 Sailfish Shares at any given time, for cash consideration, Sailfish shall have the right to arrange for purchasers of such excess shares at a price no lower than the sale price of the initial 500,000 Sailfish Shares to be sold by Mako.  Additionally, in the event of a change of control of Mako, Sailfish will have the right to arrange for purchasers of the Sailfish Shares then held by Mako, subject to applicable securities laws and stock exchange rules.

¹ Cash, Trade Receivables and Marketable Securities as of June 30^th, 2026

2

Standstill

For so long as Mako holds at least 20% of the issued and outstanding common shares of Sailfish on a non-diluted basis, Mako will agree not to acquire additional common shares, make or support a takeover bid, solicit proxies, requisition a meeting, seek board control or announce any such proposal without Sailfish's prior written consent.

Voting Support

For so long as Mako holds at least 20% of the issued and outstanding common shares of Sailfish on a non-diluted basis, Mako will agree to vote the Sailfish Shares on a basis consistent with the voting recommendations of the board of directors or management of Sailfish, as applicable, in respect of any ordinary business put before the shareholders of Sailfish.

In the event there is a change of control of Mako, Mako will agree to take reasonable commercial efforts to cause the successor entity to vote the Sailfish Shares on a basis consistent with the voting recommendations of the board of directors or management of Sailfish, as applicable, in respect of all ordinary business and all other proposals put before Sailfish shareholders for approval, so long as the successor entity is not treated differently than Sailfish shareholders of the same class of securities.

Completion of the Transaction remains subject to Mako and Sailfish negotiating and executing a definitive gold purchase agreement (the "Gold Purchase Agreement"), which shall contain certain conditions precedent including, but not limited to, the parties obtaining all required special committee and board approvals for the completion of the Transaction, obtaining all applicable TSXV approval, each of the parties obtaining the disinterested approval of its shareholders at respective meetings of shareholders, the special committees of each of Mako and Sailfish  receiving a fairness opinion in connection with the Transaction, and Mako receiving an independent formal valuation as required under Multilateral 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSXV. It is proposed that the obligations of Mako under the Gold Purchase Agreement be secured in favor of Sailfish against all present and after-acquired property of Mako Mining Corp. (with the exception of the Mt. Hamilton Project.), Mako US Corp., Goldsource Mines Inc., Eagle Mountain Gold Corp., EG Acquisition LLC and Golden Vertex Corp., including, but not limited to, a pledge of the Sailfish Shares and a pledge of the shares of Stronghold Guayana Inc. In addition, Sailfish is to receive a security interest in the Company's Moss Mine. There can be no assurance that the Transaction will be completed on the terms proposed in the LOI or at all.

Upon execution of the Gold Purchase Agreement, the Company will issue a subsequent news release containing details of the Gold Purchase Agreement and the Transaction. A copy of the Gold Purchase Agreement will be made available on the Company's SEDAR+ profile at www.sedarplus.ca.

3

Related Party Transaction

As both Mako and Sailfish are controlled by Wexford Capital LP ("Wexford"), or private investment funds controlled by Wexford, Sailfish is considered to be a related party of Mako. As a result, the Transaction constitutes a related party transaction for Mako within the meaning of MI 61-101. Pursuant to the requirements of MI 61-101, Mako must obtain an independent formal valuation and minority approval of its shareholders in connection with the Transaction, on the basis that the fair market value of the Transaction is more than 25% of Mako's market capitalization as determined in accordance with MI 61-101.

Following execution of the proposed Gold Purchase Agreement, the Company intends to mail a management information circular to shareholders in respect of an annual general and special meeting of shareholders of Mako to be held in connection with the approval of the Transaction. Additional details regarding the terms and conditions of the Gold Purchase Agreement and the Transaction will be set out in the management information circular, which will be made available under the Company's SEDAR+ profile at www.sedarplus.ca.

Special Committee

As a result of the Transaction constituting a related party transaction for Mako, and certain conflicts of interest as a result of Akiba Leisman, Chief Executive Officer of Mako also being Chairman of Sailfish, Asheef Lalani being a director of both Mako and Sailfish and Paul Jacobi, a director of Mako, also being a managing director of Wexford, the board of directors of Mako (the "Board") appointed an independent special committee (the "Special Committee") consisting of John Hick (Chair), Mario Caron and Laurie Gaborit to assist in the independent evaluation and supervision of the Transaction and to consider and make its recommendations to the Board.

Advisors and Counsel

The Special Committee has retained Stifel Canada to act as financial advisor and to prepare a fairness opinion in connection with the Transaction, and has retained Evans & Evans, Inc. to prepare the independent formal valuation in accordance with the requirements of MI 61-101. Cassels Brock & Blackwell LLP is acting as Canadian legal counsel and Dorsey & Whitney LLP is acting as United States legal counsel.

About Mako

Mako Mining Corp. is a publicly listed gold mining, development and exploration company. The Company operates the high-grade San Albino gold mine in Nueva Segovia, Nicaragua, which ranks as one of the highest-grade open pit gold mines globally and offers district-scale exploration potential. Mako also owns two assets in the US: the Moss Mine in Arizona, an open pit gold mine in northwestern Arizona and the Mt. Hamilton Project, a permitted heap leach project in Nevada. Mako also holds a 100% interest in the PEA-stage Eagle Mountain Project in Guyana, South America. Eagle Mountain is the subject of engineering, environmental and mine permitting activity.

4

For further information: Mako Mining Corp., Akiba Leisman, Chief Executive Officer, Telephone: 917-558-5289, E-mail: aleisman@makominingcorp.com or visit our website at www.makominingcorp.com and SEDAR+ www.sedarplus.ca.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" under Canadian securities laws and "forward-looking statements" within the meaning of U.S. securities laws (collectively, "forward-looking information"). Forward-looking information in this news release includes all statements other than statements of historical fact. Forward-looking information may be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such terminology which states that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". Forward-looking information in this news release includes, without limitation, Mako's intention to negotiate and enter into the Gold Purchase Agreement with Sailfish in connection with the Transaction; to obtain all Special Committee recommendations and Board approvals in connection with the Transaction; to receive a fairness opinion and independent formal valuation in connection with the Transaction; to seek to obtain majority of the minority shareholder approval at a meeting of shareholders of Mako in connection with the Transaction; the anticipated conditions precedent to the completion of the Transaction, including receipt of all requisite regulatory and shareholder approvals;  the expected strategic rationale for completing the Transaction and anticipated benefits of the Transaction for Mako and its shareholders; and the strategic use of the Sailfish Shares by Mako in the future. 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 risk factors include the Company not successfully negotiating and signing a definitive Gold Purchase Agreement with Sailfish; Mako failing to obtain all requisite approvals for completion of the Transaction in a timely manner or at all, including the recommendation of the Special Committee and/or Board approval, the requisite shareholder approval, the requisite regulatory approvals including the approval of TSXV; changes to the indicative non-binding terms of the Transaction set forth in the letter of intent and summarized in this news release; changes in market conditions and the execution of Mako's business strategies, including the anticipated strategies contemplated following the Transaction; the Company's dependence on products produced from its key mining assets; fluctuating price of gold; 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; health, safety and environmental risks and hazards to which the Company's operations are subject; the Company's ability to maintain or increase present level of gold production; access to financing; uncertainty in the estimation of mineral resources and mineral reserves; reliance on mineral project infrastructure and supply chains; risks relating to the acquisition, holding and renewal of title to mining rights and permits, and changes to the mining legislative and regulatory regimes in the Company's operating jurisdictions; limitations on insurance coverage; risks relating to illegal and artisanal mining; the Company's compliance with anti-corruption laws; the availability and performance of contractors and suppliers; cost overruns; risks relating to acquisitions; title disputes or claims; risks related to enforcing legal rights in foreign jurisdictions; competition in the precious metals mining industry; fluctuating currency exchange rates (including the US Dollar); taxation risks; labour and employment relations; the impact of global financial, economic and political conditions, global liquidity, interest rates, inflation and other factors on the Company's results of operations and market price of common shares; force majeure events; transactions that may result in dilution to shareholders; the Company's dependence on key management personnel and executives; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca and in the United States on EDGAR at www.sec.gov. Although Mako has attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors that could cause actual results or future events to differ materially from those expressed. Accordingly, readers should not place undue reliance on forward-looking information. Mako disclaims any obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

5

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