Mako Mining (NASDAQ: MAKO) posts strong Q1 profit and buys Mt. Hamilton project
Mako Mining Corp. reported a strong first quarter of 2026, combining higher production, record gold prices and a new U.S. project acquisition. Revenue reached $68.6 million, up from $31.8 million a year earlier, driven by higher realized gold prices and contributions from both the San Albino mine in Nicaragua and the Moss Mine in Arizona.
Net income rose to $23.1 million from $9.4 million, while operating cash flow climbed to $19.2 million from $6.2 million, allowing cash and cash equivalents to increase to $93.0 million as of March 31, 2026. Consolidated gold production was 13,869 ounces versus 9,820 ounces in the prior-year quarter, and the company reported an average realized gold price of $4,902 per ounce.
Mako completed the acquisition of 100% of Mt. Hamilton LLC in Nevada on March 24, 2026, adding a fully permitted gold‑silver heap leach project and tungsten target. The $43.6 million purchase price was satisfied primarily through the $42.3 million Sailfish Gold Stream, which obligates Mako to deliver fixed monthly gold volumes over 11 years. The company also highlighted ongoing advancement of the Eagle Mountain project in Guyana and noted that its shares began trading on NASDAQ under the symbol MAKO on March 30, 2026.
Positive
- Strong revenue and earnings growth: Q1 2026 revenue rose to $68.6 million from $31.8 million and net income increased to $23.1 million from $9.4 million, supported by higher gold prices, higher production and initial Moss Mine contribution.
- Robust cash generation and balance sheet: Operating cash flow increased to $19.2 million from $6.2 million, lifting cash to $92.97 million and working capital to $92.73 million, providing funding capacity for exploration and project advancement.
- Strategic U.S. project acquisition: The $43.6 million asset acquisition of Mt. Hamilton in Nevada adds a fully permitted heap‑leach gold‑silver project and tungsten target, expanding Mako’s pipeline beyond San Albino and Moss.
Negative
- Long-term gold stream obligation: The $42.3 million Sailfish Gold Stream tied to the Mt. Hamilton acquisition requires fixed monthly gold deliveries over 11 years with total forecast cash outflows of $92.0 million, adding long‑dated financial obligations.
- Rising cost metrics: Consolidated cash costs and AISC per ounce increased versus the prior year, pressured by higher royalties from stronger gold prices and additional costs at the Moss Mine during ramp‑up.
Insights
Q1 2026 shows sharp profit growth, stronger cash, and a new U.S. growth asset.
Mako Mining nearly doubled revenue to $68.6M and lifted net income to $23.1M. Higher realized gold prices of $4,902 per ounce, increased production (13,869 oz), and the contribution from the ramping Moss Mine all supported margins, with EBITDA reaching $36.9M and adjusted EBITDA $40.1M.
Operating cash flow of $19.2M helped boost cash to $93.0M and working capital to $92.7M, while sustaining exploration spend of $2.5M and $3.3M in capital expenditures. However, the new $42.3M Sailfish Gold Stream introduces long‑dated, fixed gold delivery commitments totaling $92.0M of forecast cash outflows.
The $43.6M Mt. Hamilton asset acquisition adds a fully permitted Nevada heap‑leach project plus tungsten exposure, positioning another potential production center. Subsequent disclosures and technical work on Mt. Hamilton and Eagle Mountain will be important for understanding how these projects translate into future production and cash flow.
Key Figures
Key Terms
Sailfish Gold Stream financial
Net smelter return (NSR) royalty financial
All-in sustaining cost (AISC) financial
Exploration and evaluation asset financial
Environmental and Social Impact Assessment (ESIA) technical
Adjusted EBITDA financial
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 May, 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 months ended March 31, 2026 and 2025 |
| 99.2 | Management's Discussion and Analysis for the three months ended March 31, 2026 |
| 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: May 15, 2026 | By: | /s/ Akiba Leisman |
| Name: | Akiba Leisman | |
| Title: | Chief Executive Officer | |

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 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 Receivables, prepaids and other assets | 9 |
| 7 Inventories | 9 |
| 8 Mining interests, plant and equipment | 10 |
| 9 Accounts payable and accrued liabilities | 11 |
| 10 Sailfish Gold Stream | 12 |
| 11 Reclamation and Rehabilitation Obligation ("ARO") | 13 |
| 12 Share Capital | 14 |
| Consolidated Statements of Income and Comprehensive Income | |
| 13 General and administrative expenses | 15 |
| 14 Accretion and interest expense | 15 |
| Other Disclosures | |
| 15 Related party transactions | 15 |
| 16 Segmented information | 17 |
| 17 Supplemental cash flow information | 18 |
| 18 Financial instruments | 18 |
| 19 Capital management | 20 |
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Expressed in thousands of United States dollars (Unaudited) |
| Note | As at March 31, 2026 |
As at December 31, 2025 |
|||||
| ASSETS | |||||||
| Current | |||||||
| Cash and cash equivalents | $ | 92,974 | $ | 77,277 | |||
| Receivables, prepaids and other assets | 6 | 8,803 | 5,267 | ||||
| Inventories | 7 | 33,013 | 29,178 | ||||
| Total current assets | 134,790 | 111,722 | |||||
| Inventories | 7 | 14,325 | 12,829 | ||||
| Other assets | 6 | 554 | 1,545 | ||||
| Restricted cash | 1,771 | 1,768 | |||||
| Mining interest, plant and equipment | 8 | 122,871 | 80,581 | ||||
| TOTAL ASSETS | $ | 274,311 | $ | 208,445 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 9 | $ | 28,543 | $ | 28,498 | ||
| Deferred gain on sale of mineral interest | 373 | 350 | |||||
| Current portion of Sailfish Gold Stream | 10 | 13,147 | - | ||||
| Total current liabilities | 42,063 | 28,848 | |||||
| Accrued liabilities | 9 | 1,121 | 1,062 | ||||
| Provision for reclamation and rehabilitation | 11 | 18,872 | 20,441 | ||||
| Deferred income taxes | 8,320 | 6,962 | |||||
| Deferred gain on sale of mineral interest | 321 | 399 | |||||
| Sailfish Gold Stream | 10 | 29,195 | 0 | ||||
| Total liabilities | 99,892 | 57,712 | |||||
| Shareholders' equity | |||||||
| Share capital | 12 | 163,718 | 162,447 | ||||
| Contributed surplus | 12 | 16,582 | 16,817 | ||||
| Accumulated other comprehensive income | 1,851 | 2,350 | |||||
| Deficit | (7,732 | ) | (30,881 | ) | |||
| Total shareholders' equity | 174,419 | 150,733 | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 274,311 | $ | 208,445 |
Approved by the Board of Directors on May 13, 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 | |||||||
| Note | March 31, 2026 | March 31, 2025 | |||||
| Revenue | $ | 68,588 | $ | 31,775 | |||
| Production services revenue | 7 | 13 | |||||
| 68,595 | 31,788 | ||||||
| Cost of sales | |||||||
| Production costs | (25,295 | ) | (13,404 | ) | |||
| Depreciation, depletion and amortization | (1,951 | ) | (1,601 | ) | |||
| (27,246 | ) | (15,005 | ) | ||||
| Gross profit | 41,349 | 16,783 | |||||
| Exploration and evaluation expenses | (2,501 | ) | (1,530 | ) | |||
| General and administrative expenses | 13 | (4,388 | ) | (1,701 | ) | ||
| Other income (expense) | |||||||
| Accretion and interest expense | 14 | (305 | ) | (282 | ) | ||
| Loss on derivative instruments | - | (280 | ) | ||||
| Foreign exchange gain (loss) | 377 | (520 | ) | ||||
| Interest income | 509 | 4 | |||||
| Other gains | 179 | - | |||||
| Income before income taxes | 35,220 | 12,474 | |||||
| Income tax expense | (10,713 | ) | (3,050 | ) | |||
| Deferred tax expense | (1,358 | ) | - | ||||
| Income for the period | $ | 23,149 | $ | 9,424 | |||
| Other comprehensive income | |||||||
| Items subject to reclassification into statement of income: | |||||||
| Foreign currency translation adjustment | $ | (499 | ) | $ | 511 | ||
| Comprehensive income for the period | $ | 22,650 | $ | 9,935 | |||
| Basic income per common share | $ | 0.26 | $ | 0.12 | |||
| Diluted income per common share | $ | 0.26 | $ | 0.12 | |||
| Weighted average common shares outstanding - basic (thousands) | 87,753 | 79,062 | |||||
| Weighted average common shares outstanding - diluted (thousands) | 89,472 | 80,688 | |||||
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, except per share amounts (Unaudited) |
| Number of shares (000s) |
Share capital | Contributed surplus |
Accumulated other comprehensive income |
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 | 162 | 558 | (234 | ) | - | - | 324 | |||||||||||
| Shares issued on exercise of warrants | 421 | 1,095 | (361 | ) | - | - | 734 | |||||||||||
| Share-based compensation | - | - | 147 | - | - | 147 | ||||||||||||
| Net income | - | - | - | - | 9,424 | 9,424 | ||||||||||||
| Other comprehensive income | - | - | - | 511 | - | 511 | ||||||||||||
| Balance at March 31, 2025 | 79,297 | 122,682 | 15,873 | 3,348 | (55,197 | ) | 86,706 | |||||||||||
| Private placement | 6,906 | 37,438 | - | - | - | 37,438 | ||||||||||||
| Shares issued on exercise of options | 338 | 1,162 | (389 | ) | - | - | 773 | |||||||||||
| Shares issued on exercise of warrants | 373 | 993 | (321 | ) | - | - | 672 | |||||||||||
| Common shares issued on RSU vesting | 4 | 6 | (6 | ) | - | - | - | |||||||||||
| Common shares issued on DSU vesting | 91 | 166 | (166 | ) | - | - | - | |||||||||||
| Share-based compensation | - | - | 1,826 | - | - | 1,826 | ||||||||||||
| Net income | - | - | - | - | 24,316 | 24,316 | ||||||||||||
| Other comprehensive loss | - | - | - | (998 | ) | - | (998 | ) | ||||||||||
| Balance at December 31, 2025 | 87,009 | 162,447 | 16,817 | 2,350 | (30,881 | ) | 150,733 | |||||||||||
| Shares issued on exercise of options | 305 | 1,021 | (320 | ) | - | - | 701 | |||||||||||
| Common shares issued on RSU vesting | 251 | 250 | (250 | ) | - | - | - | |||||||||||
| Share-based compensation | - | - | 335 | - | - | 335 | ||||||||||||
| Net income | - | - | - | - | 23,149 | 23,149 | ||||||||||||
| Other comprehensive loss | - | - | - | (499 | ) | - | (499 | ) | ||||||||||
| Balance at March 31, 2026 | 87,565 | 163,718 | 16,582 | 1,851 | (7,732 | ) | 174,419 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in thousands of United States dollars, except per share amounts (Unaudited) |
| Note | Three months ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Operating activities | ||||||||
| Income for the period | $ | 23,149 | $ | 9,424 | ||||
| Non-cash items: | ||||||||
| Accretion and interest expense | 51 | 280 | ||||||
| Depreciation, depletion and amortization | 2,735 | 1,682 | ||||||
| Deferred income tax | 1,358 | - | ||||||
| Other gains | (179 | ) | - | |||||
| Change in fair value of derivative liability | - | 280 | ||||||
| Share-based payments | 335 | 147 | ||||||
| Unrealized foreign exchange (gain) loss | (50 | ) | 504 | |||||
| $ | 27,399 | $ | 12,317 | |||||
| Changes in non-cash working capital | 17 | (8,229 | ) | (6,130 | ) | |||
| Net cash provided by operating activities | 19,170 | 6,187 | ||||||
| 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 | - | (241 | ) | |||||
| Acquisition of Mt. Hamilton LLC, transaction costs | (502 | ) | - | |||||
| Expenditures on mining interest, plant and equipment | (3,302 | ) | (2,391 | ) | ||||
| Net cash used in investing activities | $ | (3,804 | ) | $ | (8,775 | ) | ||
| Financing activities | ||||||||
| Purchase of common shares - NCIB | - | (1,357 | ) | |||||
| Proceeds from exercise of warrants | - | 734 | ||||||
| Proceeds from exercise of options | 701 | 324 | ||||||
| Repayment of Sailfish Silver Loan | - | (899 | ) | |||||
| Repayment of interest on the Revised Wexford Loan | - | (317 | ) | |||||
| Payments on lease liability | - | (26 | ) | |||||
| Net cash generated (used) in financing activities | $ | 701 | $ | (1,541 | ) | |||
| Effect of foreign exchange on cash and cash equivalents | (370 | ) | 8 | |||||
| Change in cash and cash equivalents | 15,697 | (4,121 | ) | |||||
| Cash and cash equivalents, beginning of the period | 77,277 | 14,521 | ||||||
| Cash and cash equivalents, end of period | $ | 92,974 | $ | 10,400 | ||||
| Other information | ||||||||
| Taxes paid in cash | $ | (14,833 | ) | $ | (5,072 | ) | ||
| Interest received | $ | 509 | $ | 4 | ||||
| Supplementary Cash Flow Information | 17 | |||||||
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 months ended March 31, 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 undergoing restart and ramp-up activities. 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 n 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 May 13, 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 months ended March 31, 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 Stronghold. |
| Stronghold Guyana Inc. | "Stronghold" | 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.
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.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
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.
(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 ore feed rate to the crusher, and metallurgical recoveries achieving a predetermined target of plan. As at March 31, 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 10 for additional details.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
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 10. Total purchase price was determined as follows:
| Note | $ | |||
| Fair value of Sailfish Gold Stream | 10 | 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 |
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 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.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
6 RECEIVABLES, PREPAIDS AND OTHER ASSETS
| As at March 31, 026 |
As at December 31, 2025 |
|||||
| Trade receivable | $ | 3,087 | $ | 251 | ||
| Prepaid expenses | 1,278 | 1,872 | ||||
| Supplier advances and deposits | 1,282 | 971 | ||||
| Senior Secured Debt (Refer (a) below) | 1,800 | 1,800 | ||||
| Marketable security | 1,069 | 236 | ||||
| Other | 287 | 137 | ||||
| 8,803 | 5,267 | |||||
| Disclosed as non-current: | ||||||
| Supplier advances and deposits | 554 | 549 | ||||
| Deferred transaction costs | - | 996 | ||||
| 554 | 1,545 | |||||
| $ | 9,357 | $ | 6,812 |
(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 CCAA proceedings before the Supreme Court of British Columbia. As a result of this acquisition, the Monitor in Elevation's Companies' Creditors Arrangement Act ("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 March 31, 2026, the CCAA proceedings remain ongoing, and the Company continues to assess that the carrying amount of investment in debt will be recovered.
7 INVENTORIES
| As at March 31, 2026 | As at December 31, 2025 | |||||
| Stockpiled ore | $ | 11,780 | $ | 10,696 | ||
| Ore in-circuit | 1,926 | 1,584 | ||||
| Heap leach ore | 13,646 | 11,262 | ||||
| Finished metal | 1,670 | 1,621 | ||||
| Supplies and spare parts | 3,991 | 4,015 | ||||
| 33,013 | 29,178 | |||||
| Disclosed as non-current: | ||||||
| Stockpiled ore | 7,139 | 6,977 | ||||
| Heap leach ore | 4,442 | 3,371 | ||||
| Supplies and spare parts | 2,744 | 2,481 | ||||
| 14,325 | 12,829 | |||||
| 47,338 | 42,007 |
As at March 31, 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 expected to be recovered beyond 12 months and supplies and spare parts intended for use after more than 12 months.
9
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
No net realizable value adjustments were required for low-grade stockpiled ore or heap-leach ore as at March 31, 2026 or 2025. During the period ended March 31, 2026, the Company recognized a provision of $102 (2025: Nil) related to non-current supplies and spare parts.
8 MINING INTERESTS, PLANT AND EQUIPMENT
| Mineral roperties |
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 | 1,396 | 1,824 | - | 116 | 3,336 | ||||||||||
| Acquisition Mt. Hamilton Project (Refer to note 5) | - | - | 43,630 | - | 43,630 | ||||||||||
| Asset retirement obligation | - | - | - | (1,891 | ) | (1,891 | ) | ||||||||
| Foreign currency translation adjustment | - | (1 | ) | (49 | ) | - | (50 | ) | |||||||
| As at March 31, 2026 | $ | 47,714 | $ | 50,937 | $ | 82,029 | $ | 5,688 | $ | 186,368 | |||||
| Accumulated depreciation | |||||||||||||||
| As at December 31, 2025 | $ | 23,222 | $ | 37,540 | $ | - | $ | - | $ | 60,762 | |||||
| Depreciation | 1,771 | 964 | - | - | 2,735 | ||||||||||
| As at March 31, 2026 | $ | 24,993 | $ | 38,504 | $ | - | $ | - | $ | 63,497 | |||||
| Net book value as at December 31, 2025 | $ | 23,096 | $ | 11,574 | $ | 38,448 | $ | 7,463 | $ | 80,581 | |||||
| Net book value as at March 31, 2026 | $ | 22,721 | $ | 12,433 | $ | 82,029 | $ | 5,688 | $ | 122,871 |
Exploration and evaluation asset includes $765 (2025: $765) for Potrerillos and El Jicaro in Nicaragua, $37,634 (2025: $37,683) for Eagle Mountain Project in Guyana, and $43,630 (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.
10
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
Royalty arrangements
Certain of the Company's mineral properties are subject to royalty arrangements. At March 31, 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:
|
| Moss Mine | During 2025, the Company's subsidiary Mako US acquired EGA, owner of the Moss Mine from Elevation under a CCAA proceeding and related Chapter 15 proceeding in the United States (collectively, the "Bankruptcy Process") on December 31, 2024. At the time of acquisition, a 1% NSR royalty at the Moss Mine held by affiliates of Sandstorm and a 3% NSR royalty at the Moss Mine held by Patriot Gold Corporation ("Patriot") (collectively, the "Royalty Holders") were being disputed by Elevation as part of the Bankruptcy Process whereby the court was asked to declare the validity of the real property interests asserted by the Royalty Holders. On October 22, 2025, the United States Bankruptcy Court for the District of Arizona (the "US Court") granted Patriot real property interest in certain mineral interest at the Moss Mine. At March 31, 2026, the US Court has not concluded on the Sandstorm's real property interest. |
9 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| Note | As at March 31, 2026 |
As at December 31, 2025 |
|||||
| Accounts payable and accrued liabilities | $ | 17,028 | $ | 13,722 | |||
| Lease liability | 44 | 69 | |||||
| Income taxes payable | 9,805 | 13,925 | |||||
| Due to related parties | 15 | 1,666 | 782 | ||||
| Total current liabilities | $ | 28,543 | $ | 28,498 | |||
| Non-current liability | |||||||
| Severance obligations | 1,121 | 1,062 | |||||
| Total non-current liabilities | 1,121 | 1,062 | |||||
| Total accounts payable and accrued liabilities | $ | 29,664 | $ | 29,560 |
11
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
10 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 US$738 and not greater than US$1,011, which is equivalent to a gold price range of approximately US$2,700 per ounce to US$3,700 per ounce after application of the adjustment formula.
• 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.
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 $42,342 using a discounted cash flow model. Management applied a discount rate of 25.06% and used the following gold price assumptions in estimating the fair value as of March 24, 2026, the date of initial recognition. As the reporting period end of March 31, 2026 occurred shortly after the closing date, management determined that no subsequent fair value remeasurement was required at period end, as there were no significant changes in assumptions or market conditions during this period.
| Gold Price ($ per ounce) | 2026 | 2027 | 2028 | 2029 | 2030-2037 | ||||||||||
| At March 24, 2026 | 4,600 | 4,784 | 5,009 | 5,218 | 5,421 |
| As at March 31, 2026 | |||
| Current portion | $ | 13,147 | |
| Non-current portion | 29,195 | ||
| $ | 42,342 |
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
11 RECLAMATION AND REHABILITATION OBLIGATION ("ARO")
| San lbino 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 | - | - | (1,891 | ) | - | (1,891 | ) | ||||||||
| Accretion expense | 35 | 17 | 133 | - | 185 | ||||||||||
| Foreign currency translation adjustment | - | (2 | ) | - | - | (2 | ) | ||||||||
| As at March 31, 2026 | $ | 3,910 | $ | 1,367 | $ | 13,456 | $ | 139 | $ | 18,872 |
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
12 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:
| March 31, 2026 | ||||||
| Number of options |
WAEP | |||||
| Opening balance | 1,734,334 | C$3.25 | ||||
| Granted | 75,000 | 10.30 | ||||
| Exercised | (304,816 | ) | 3.13 | |||
| Forfeited | (35,000 | ) | 3.47 | |||
| Ending balance | 1,469,518 | C$3.63 | ||||
| Options exercisable | 540,350 | C$1.93 | ||||
| Weighted average remaining contractual life (in years) | 3.12 | |||||
| Weighted average market price of shares on the dates share options were exercised | C$10.35 | |||||
* WAEP = Weighted average exercise price
During the period ended March 31, 2026, the Company recorded share-based payments expense of $176 (2025: $56), 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:
| March 31, 2026 | |||
| Opening balance | 1,092,619 | ||
| Exercised | (250,909 | ) | |
| Net settlement for tax withholding | (40,758 | ) | |
| Ending balance | 800,952 | ||
| Weighted average market price of shares on the dates share options were exercised | C$10.23 |
For the period ended March 31, 2026, total share‐based compensation relating to RSUs was $200 (2025: $60), 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.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
13 GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended | ||||||
| March 31, 2026 | March 31, 2025 | |||||
| Accounting, consulting and legal | $ | 1,060 | $ | 128 | ||
| Salaries and benefits | 1,530 | 885 | ||||
| Stock-based compensation | 643 | 147 | ||||
| Directors’ fees | 139 | 104 | ||||
| Depreciation | 30 | 36 | ||||
| General office expenses | 704 | 321 | ||||
| Investor relations and communications | 69 | 48 | ||||
| Transfer agent fees and regulatory fees | 213 | 32 | ||||
| $ | 4,388 | $ | 1,701 | |||
14 ACCRETION AND INTEREST EXPENSE
| Three months ended | |||||||
| Note | March 31, 2026 | March 31, 2025 | |||||
| Accretion on asset retirement obligation | 11 | $ | 185 | $ | 56 | ||
| Interest and accretion expense on the Wexford Loan | - | 221 | |||||
| Interest expense - other | 120 | 5 | |||||
| $ | 305 | $ | 282 | ||||
15 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 | March 31, 2026 | March 31, 2025 | ||||
| Director fees | $ | 139 | $ | 104 | ||
| Salaries, consulting and management fees | 981 | 209 | ||||
| Share-based compensation | 516 | 85 | ||||
| Total | $ | 1,636 | $ | 398 |
| As at March 31 | 2026 | 2025 | ||||
| Amount included in accounts payable and accrued liabilities | $ | 667 | $ | 154 |
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
(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 Sailfish Gold Stream (Note 10), during the period ended March 31, 2026, the Company had the following transactions with Sailfish:
Gold stream sales
The Company sold 6 (2025: 17) ounces of gold to Sailfish for $7 (2025: $13) which is recognized as production service revenue. As at March 31, 2026, a balance of $7 (December 31, 2025: $10) was receivable from Sailfish and is included in receivables .
Royalty fee
Sailfish is entitled to a 2% NSR royalty of the production of all gold and silver ounces from San Albino Mine, excluding the certain area of interest, as defined in the amended gold stream agreement entered into in November 2018.
During the period ended March 31, 2026, a royalty fee of $999 (2025: $536) was payable to Sailfish and is included in production costs in the consolidated statement of income.
As at March 31, 2026, a balance of $999 (December 31, 2025: $773) was payable to Sailfish and is included in accounts payable and accrued liabilities.
Silver Option Agreement
The Company delivered 8,924 ounces of silver (2025: nil) to Sailfish pursuant to the option exercised by Sailfish under the terms of the silver loan with Sailfish.
(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. During the period ended March 31, 2026, the Company received consulting and other services amounting to $69 (2025: $31). Amounts payable to Tes-Oro as at March 31, 2026, were nil (December 31, 2025: $9).
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
16 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 months ended March 31, 2026, and 2025, the Company's principal product was 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 | |||||||||||||||
| Three months ended March 31, 2026 | |||||||||||||||||||||
| Revenue | $ | 50,944 | $ | 17,651 | $ | - | $ | - | $ | 68,595 | $ | - | $ | 68,595 | |||||||
| Production costs | (14,946 | ) | (10,349 | ) | - | - | (25,295 | ) | - | (25,295 | ) | ||||||||||
| Depreciation, depletion and amortization | (1,951 | ) | - | - | - | (1,951 | ) | - | (1,951 | ) | |||||||||||
| Gross profit | $ | 34,047 | $ | 7,302 | $ | - | $ | - | $ | 41,349 | $ | - | $ | 41,349 | |||||||
| Exploration and evaluation expense | (1,192 | ) | - | (80 | ) | (1,229 | ) | (2,501 | ) | - | (2,501 | ) | |||||||||
| General and administrative expenses | - | - | - | - | - | (4,388 | ) | (4,388 | ) | ||||||||||||
| Other income (expense) | 344 | (141 | ) | - | (6 | ) | 197 | 563 | 760 | ||||||||||||
| Income and deferred taxes | (10,671 | ) | (1,400 | ) | - | - | (12,071 | ) | - | (12,071 | ) | ||||||||||
| Income for the period | $ | 22,528 | $ | 5,761 | $ | (80 | ) | $ | (1,235 | ) | $ | 26,974 | $ | (3,825 | ) | $ | 23,149 | ||||
| Total assets | $ | 123,741 | $ | 40,818 | $ | 43,630 | $ | 39,510 | $ | 247,699 | $ | 26,612 | $ | 274,311 | |||||||
| Total liabilities | $ | (31,264 | ) | $ | (21,438 | ) | $ | (141 | ) | $ | (1,621 | ) | $ | (54,464 | ) | $ | (45,428 | ) | $ | (99,892 | ) |
| Capital expenditures | $ | (1,975 | ) | $ | (859 | ) | $ | - | $ | (21 | ) | $ | (2,855 | ) | $ | (481 | ) | $ | (3,336 | ) |
17
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 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 | |||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||||
| Revenue | $ | 28,601 | $ | 3,187 | $ | - | $ | 31,788 | $ | - | $ | 31,788 | ||||||
| Production costs | (10,244 | ) | (3,160 | ) | - | (13,404 | ) | - | (13,404 | ) | ||||||||
| Depreciation, depletion and amortization | (1,601 | ) | - | - | (1,601 | ) | - | (1,601 | ) | |||||||||
| Gross profit | $ | 16,756 | $ | 27 | $ | - | $ | 16,783 | $ | - | $ | 16,783 | ||||||
| Exploration and evaluation expense | (493 | ) | - | (1,037 | ) | (1,530 | ) | - | (1,530 | ) | ||||||||
| General and administrative expenses | - | - | - | - | (1,701 | ) | (1,701 | ) | ||||||||||
| Other income (expense) | (49 | ) | (7 | ) | (14 | ) | (70 | ) | (1,008 | ) | (1,078 | ) | ||||||
| Income and deferred taxes | (3,050 | ) | - | - | (3,050 | ) | - | (3,050 | ) | |||||||||
| Income for the period | $ | 13,164 | $ | 20 | $ | (1,051 | ) | $ | 12,133 | $ | (2,709 | ) | $ | 9,424 | ||||
| Total assets | $ | 65,040 | $ | 23,384 | $ | 38,699 | $ | 127,123 | $ | 2,213 | $ | 129,336 | ||||||
| Total liabilities | $ | (18,022 | ) | $ | (15,520 | ) | $ | (1,606 | ) | $ | (35,148 | ) | $ | (7,482 | ) | $ | (42,630 | ) |
| Capital expenditures | $ | 2,375 | $ | - | $ | 9 | $ | 2,384 | $ | 7 | $ | 2,391 |
17 SUPPLEMENTAL CASH FLOW INFORMATION
| Three months ended | ||||||
| March 31, 2026 | March 31, 2025 | |||||
| (a) Changes in non-cash working capital: | ||||||
| Change in receivables | $ | (2,836 | ) | $ | (3,302 | ) |
| Change in inventories | (5,332 | ) | (46 | ) | ||
| Change in prepaid expenses, and other | (346 | ) | (17 | ) | ||
| Change in accounts payable and accrued liabilities | 2,748 | (696 | ) | |||
| Change in due to related parties | 1,657 | (158 | ) | |||
| Change in tax liability | (4,120 | ) | (1,911 | ) | ||
| $ | (8,229 | ) | $ | (6,130 | ) | |
| (b) The significant non-cash financing and investing transactions: | ||||||
| Repayment of Sailfish Silver Loan (non-cash) | $ | - | $ | (401 | ) | |
| Change in current liabilities relating to mining interest expenditures | - | (189 | ) | |||
18 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).
18
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2026 and 2025 All amounts are in thousands of United States dollars, unless otherwise stated (Unaudited) |
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, marketable securities, and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Sailfish Gold Stream is carried at fair value determined by using a discounted cash flow model (refer to note 10). The Sailfish Gold Stream is measured using level 3 inputs.
During the year ended March 31, 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 | 28,543 | 28,543 | 28,543 | - | - | - | ||||||||||||
| Sailfish Gold Stream | 42,342 | 91,970 | 13,147 | 24,272 | 23,693 | 30,858 | ||||||||||||
| Total | 70,885 | 120,513 | 41,690 | 24,272 | 23,693 | 30,858 | ||||||||||||
19
19 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.
20

|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
For the three months ended March 31, 2026 and 2025
| CONTENTS | |
| Business Overview | 3 |
| Financial and Operational Highlights, Major Activities and Significant Subsequent Events | 4 |
| Results of Operations | 5 |
| Exploration and Mineral Property Development Update | 7 |
| Trend Analysis | 11 |
| Financial Results | 12 |
| Liquidity and Capital Resources | 14 |
| Outstanding Securities | 15 |
| Transactions with Related Parties | 15 |
| Mt. Hamilton Acquisition | 16 |
| Significant Accounting Estimates | 17 |
| Changes in Accounting Policies | 18 |
| Internal Control over Financial Reporting | 18 |
| Mineral Resource Estimates and Related Cautionary Note to U.S. Investors | 19 |
| Non-IFRS Measures | 20 |
| Risk and Uncertainties | 21 |
| Technical Information | 23 |
| Forward-Looking Information | 23 |
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Management’s Discussion and Analysis For the three months ended March 31, 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 condensed interim consolidated financial statements for the three months ended March 31, 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 unaudited condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2025, which 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 ("AIF"), which is available on the Company's website at www.makominingcorp.com and under the Company's profile on SEDAR+ website at www.sedarplus.ca and on EDGAR at www.sec.gov.
This MD&A has been prepared as of May 13, 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 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 are 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. The Company also owns 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 activities at the Eagle Mountain Project in Guyana.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
FINANCIAL AND OPERATIONAL HIGHLIGHTS, MAJOR ACTIVITIES AND SIGNIFICANT SUBSEQUENT EVENTS
Highlights for the three months ended March 31, 2026 ("Q1 2026") include:
● Revenues of $68.6 million in Q1 2026 (Three months ended March 31, 2025 ("Q1 2025"): $31.8 million).
● Consolidated sales of 13,721 ounces ("oz") in Q1 2026 (Q1 2025: 10,817 oz).
● Net income of $23.1 million in Q1 2026 (Q1 2025: $9.4 million).
● Consolidated production of 13,869 oz of gold in Q1 2026 (Q1 2025: 9,820 oz).
● Cash flows from operating activities of $19.2 million in Q1 2026 (Q1 2025: $6.2 million).
● Mt. Hamilton 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 ACQUISITION in this MD&A for additional details.
● Updated Mineral Resource Estimate ("MRE") for the Moss Mine
On March 10, 2026, the Company filed a technical report (the "Moss Mine Technical Report") titled "NI 43-101 Technical Report for the 2025 MRE for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026 for the Moss Mine prepared under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
As outlined in the Moss Mine Technical Report, the Moss Mine contains an estimated measured open pit mineral resource of 9.55 million tons ("Mt") averaging 0.36 grams per tonne ("g/t") gold and 4.56 g/t silver for a total of 112,000 ounces of gold and 1.4 million ounces of silver, and estimated indicated open pit mineral resource of 47.52 Mt averaging 0.35 g/t gold and 3.53 g/t silver for a total of 534,000 ounces of gold and 5.4 million ounces of silver. Mineral resources are estimated using at a 0.17 g/t AuEq cutoff grade. There is an additional estimated Inferred mineral resource of 12.33 Mt averaging 0.31 g/t gold and 1.46 g/t silver.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Gold equivalent ounces (AuEq) were calculated using silver and gold price assumptions and metallurgical recoveries mentioned below which resulted in a silver to gold ratio of 194.6:1. These mineral resources are reported within an optimized constraining open pit shell considering a gold price of $2,500/oz and a silver price of $29.2/oz with a gold recovery of 75% and a silver recovery of 33%.The Company is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing or political factors that might materially affect the MRE.
The effective date for the MRE is December 18, 2025. The Company anticipates advancing the project toward a MRE and updated project economics in the second quarter of 2026. For the full MRE, including all key assumptions and modifying factors, please see the Moss Mine Technical Report available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website
● 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 marks a critical step in the regulatory review process in respect of the Environmental Authorization to be issued by the EPA.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
RESULTS OF OPERATIONS
| Consolidated Financial Performance (in $000's unless otherwise specified) |
Three months ended | ||||||||
| March 31, 2026 | March 31, 2025 | Change | |||||||
| Revenue | $ | 68,595 | $ | 31,788 | $ | 36,807 | |||
| Income for the period | 23,149 | 9,424 | 13,725 | ||||||
| Operating cash inflows before changes in non-cash working capital | 27,399 | 12,317 | 15,082 | ||||||
| Net cash provided from operating activities | 19,170 | 6,187 | 12,983 | ||||||
| Average realized gold price ($/oz sold) (1) | 4,902 | 2,911 | 1,991 | ||||||
| Cash cost ($/oz Au sold) (1) | 1,843 | 1,239 | 604 | ||||||
| AISC ($/oz Au sold) (1) | 2,275 | 1,411 | 864 | ||||||
| EBITDA (1) | 36,937 | 14,389 | 22,548 | ||||||
| Adjusted EBITDA (1) | $ | 40,081 | $ | 16,066 | $ | 24,015 | |||
| Financial Condition (in $000's) | At March 31, 2026 |
At December 31, 2025 |
Change | ||||||
| Cash and cash equivalents | $ | 92,974 | $ | 77,277 | $ | 15,697 | |||
| Working capital (1) | 92,727 | 82,874 | 9,853 | ||||||
(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.
San Albino Property, Nueva Segovia, Nicaragua
The Company holds a 100% interest in five mineral concessions in Nueva Segovia, Nicaragua, for a total land package of approximately 22,422 hectares ("ha") (224 km2). The San Albino and Las Conchitas gold deposits, located within the San Albino-Murra Property, 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.
On July 1, 2021, the Company declared commercial production at the San Albino Mine. During 2021 and 2022 extensive drilling was conducted to update the "MRE" at the San Albino Mine. This program included 1,232 diamond drill holes and 105,073 meters ("m") drilled in the San Albino deposit and 718 diamond drill holes and 78,100 m drilled in the Las Conchitas gold deposit. On October 31, 2023, the Company reported an updated MRE for both areas (Technical Report and Estimate of Mineral Resources for the San Albino Mine Comprising the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua, dated December 6, 2023). The MRE reflected the selective open pit mining methods presently being utilized at San Albino, with a fully diluted open pit grade of 11.61 g/t gold in the Measured and Indicated categories.
On June 10, 2024, the Company filed an amended technical report in response to comments received from the British Columbia Securities Commission following a technical compliance review ("Amended Technical Report"). The key amendments and certain other amendments as outlined in the Amended Technical Report, include the addition of Sections 16 through 21 of Form 43-101F1 under NI 43-101 in respect of the San Albino Mine's mining and recovery methods, project infrastructure, market studies, environmental studies, and capital and operating costs. The additional Sections 16 through 21 address disclosure requirements under 43-101F1 pertaining to an "advanced property", which is defined under NI 43-101 as a property that has mineral reserves or mineral resources where the potential economic viability is supported by a pre-feasibility or a feasibility study, or mineral resources supported by a preliminary economic assessment.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
No changes were made to the MRE for the San Albino Mine in the Amended Technical Report. Readers are referred to the full text of the "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 as of June 10, 2024, with an effective date of October 11, 2023.
The table below shows the main variables used by Company management to measure operating performance of the San Albino mine.
| Three months ended | |||||||||
| March 31, 2026 | March 31, 2025 | Change | |||||||
| Tonnes mined | 2,254,180 | 2,321,286 | (67,106 | ) | |||||
| Mineralized tonnes mined | 50,233 | 48,813 | 1,420 | ||||||
| Tonnes milled | 53,638 | 53,551 | 5 | ||||||
| Mill availability | 97% | 98% | (1)% | ||||||
| Average tonnes per day | 614 | 609 | 8 | ||||||
| Mill recovery % | 80% | 85% | (5)% | ||||||
| Gold grade (g/t) | 7.7 | 7.1 | 0.6 | ||||||
| Gold produced (oz) | 10,640 | 9,820 | 820 | ||||||
| Gold sold (oz) | 10,398 | 9,881 | 517 | ||||||
| Average realized gold price ($/oz sold) (1) | $ | 4,899 | $ | 2,894 | $ | 2,005 | |||
| Cash cost ($/oz Au sold) (1) | $ | 1,437 | $ | 1,037 | $ | 400 | |||
| AISC ($/oz Au sold) (1)(2) | $ | 1,661 | $ | 1,102 | $ | 559 | |||
(1) Refer to Non-IFRS Measures.
(2) AISC excludes corporate general and administrative expenses.
Tonnes mined and milled: Mining and milling operations remained stable with no significant unplanned downtime in Q1 2026.
Gold ounces produced and sold: A small increase in gold ounces produced in Q1 2026 was driven by the processing of higher grade material as compared to Q1 2025.
Average realized gold price: The Company sells gold at the spot price. During Q1 2026, the Company realized higher gold prices compared to Q1 2025.
Cash cost and AISC: Cash costs and AISC increased in Q1 2026 compared to Q1 2025 primarily due to higher royalty costs driven by increased gold prices.
Moss Mine, Arizona, USA
On March 27, 2025, the Company acquired EGA, whereby Mako US acquired all of EGA's issued and outstanding common shares, resulting in the acquisition of the Moss Mine, in Arizona, USA. 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.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
During the initial period following the acquisition, the operation was at limited capacity; however, heap leaching continued to operate, producing gold and silver. During the third quarter of 2025, the Company engaged a new mining contractor, and operations resumed with the mobilization of a partial mining fleet. Activity increased in the fourth quarter of 2025 as the operation continued to ramp up.
During Q1 2026, the Moss Mine continued to ramp up toward more stable and consistent operations. Mining activities remained focused on the Moss vein system and associated stockwork material. The Company advanced operational improvements across the site, including enhancements to material handling, crushing circuit reliability, and overall plant performance, supporting more consistent stacking rates and continued optimization of heap leach operations.
Gold and silver production during the quarter continued to be supported by active stacking and solution management practices. The Company remains focused on improving operating efficiencies and establishing sustainable throughput levels as part of its ongoing optimization strategy.
All operating permits remain in good standing.
An updated technical report in respect of the Moss Mine was filed during the quarter in accordance with NI 43-101, supporting the previously disclosed mineral resource estimate with an MRE effective date of December 18, 2025. The Company will incorporate the results of the updated estimate into its ongoing planning and disclosure.
The table below shows the main variables used by Company management to measure operating performance of the Moss Mine.
| Three months ended | |||||||||
| March 31, 2026 | March 31, 2025 | Change | |||||||
| Tonnes mined (1) | 1,550,906 | - | 1,550,906 | ||||||
| Mineralized tonnes mined (1) | 528,545 | - | 528,545 | ||||||
| Ore stacked (1) | 490,156 | - | 490,156 | ||||||
| Gold grade (g/t) (1) | 0.31 | - | 0.31 | ||||||
| Ounces recovered (1) | 3,229 | - | 3,229 | ||||||
| Gold sold (ounces) | 3,323 | 936 | 2,387 | ||||||
| Silver sold (ounces) | 16,023 | 8,562 | 7,461 | ||||||
| Average realized gold price ($/oz sold) (2) | $ | 4,912 | $ | 3,087 | $ | 1,825 | |||
| Cash cost ($/oz Au sold) (2) | $ | 3,114 | $ | 3,058 | $ | 56 | |||
| AISC ($/oz Au sold) (2) (3) | $ | 2,977 | $ | 3,058 | $ | (80 | ) | ||
(1) As the Company acquired the Moss Mine on March 27, 2025, there were no reportable amounts in Q1 2025.
(2) Refer to Non-IFRS Measures.
(3) AISC excludes corporate general and administrative expenses. For the three months ended March 31, 2026, AISC is lower than the cash cost as a result of silver sales credits.
EXPLORATION AND MINERAL PROPERTY DEVELOPMENT UPDATE
Nicaragua
During Q1 2026, the Company completed 10,059 m of reverse circulation ("RC") drilling which included 1,544 m of infill drilling. In addition, 6,400 m of diamond drilling was completed. Drilling was completed using six drill rigs, including two RC drill rigs, three combination diamond / RC drill rigs and one diamond drill rig.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
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 MRE for the San Albino Project (see press release dated June 13th, 2024 and the Amended Technical Report); and
• To test additional high-grade mineralization, as a part of the Company's regional drill program on its 224 km2 district-scale, underexplored land package.
The objective of this drilling campaign was to identify extensions of the high-grade mineralized blocks and mineralization trends beyond the limits of the MRE for the San Albino Mine, increase the level of confidence in areas to be mined and to test regional exploration targets.
On November 18, 2024, the Company's wholly owned subsidiary Nicoz Resources S.A. was granted a new concession by Nicaraguan Ministry of Energy and Mines ("MEM"). 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. During Q2 2025, the Company initiated an environmental impact assessment study and began geological mapping and sampling programs on the new concession.
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.
The Company now holds 100% of five mineral concessions in Nueva Segovia, Nicaragua for a total land package of approximately 22,422 ha (approximately 224 km2).
During Q3 2025, the Company initiated drilling campaigns on several regional exploration targets as discussed in detail below and continued geological mapping and sampling of exposed mineralized veins, local mines dumps, and, where safely accessible, underground workings, at all five, 100% owned concessions (San Albino-Murra, Potrerillos, La Segoviana, El Jicaro and recently granted Tiburon).
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.
In the Northern area of Las Conchitas two targets were drilled: San Pablo / Mina Francisco with 2,078 m of RC drilling focused on delineating geological and geochemical data to identify potential open pitable targets. In addition, the Company completed 516 m of infill drilling which tested potential extensions of the San Pablo and Mina Francisco pits.
In the Central area of Las Conchitas, the Company completed 334 m of infill drilling at the Cruz Grande with the main goal of testing for structural continuity and extensions of the gold mineralization.
In the Southern area of Las Conchitas, 4 areas were drilled: 1) El Limon, 2) Candelaria, 3) California and 4) Los Centenos. At El Limon, 752 m of RC drilling were completed and 717 m of infill drilling were completed. The objective of the drilling at El Limon was to extend known mineralization beyond the current pit limits. At Candelaria, 816 m of RC drilling, 224 m of diamond drilling and 727 m of geotechnical drilling were completed. The objective of this drilling is to identify new high-grade gold mineralization directly adjacent to the current Limon/Mango/Bayacun pit (LMB) within a fully permitted area. For exploration results see press release dated May 4, 2026. At California, 2,175 m of RC drilling was completed and at Los Centenos, 1,389 m of RC drilling were completed. The objective of this drilling was to test for new high-grade mineralization. Assay results are pending.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
El Jicaro Concession
El Jicaro 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. A drilling campaign was designed to test additional high priority targets at El Golfo, located approximately 1 km to the south of Las Conchitas area.
During Q1 2026, the Company completed a total of 5,225 m of diamond drilling and 490 m of RC drilling at El Golfo using two drill rigs. The objective of this drilling was to test the extension of high-grade gold mineralization identified in 2025. Assay results are pending.
For details on all previously reported drill results, please see the Company's filings on the Company's website at www.makominingcorp.com and on SEDAR+ at www.sedarplus.ca
Moss Mine, Arizona, USA
Geochemical results were received from a surface sampling program completed in 2025. Additional follow-up mapping and sampling will be conducted in 2026 with the goal of identifying drill targets.
Eagle Mountain Project, Guyana
The Company's subsidiary, Stronghold Guyana Inc. ("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 relate 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 expects to issue such instruction in connection with its application for a Large-Scale Mining License, at which point the lease and NSR royalty will terminate and the underlying claims will be consolidated into the new license.
On September 30, 2024, the Guyana Geology and Mines Commission ("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. The Company is obliged to spend, by September 30, 2025, a minimum of $2.56 million on the execution of the work program during the first year of the renewed prospecting license. The minimum expenditure requirement was met as of September 30, 2025. As per the requirements of the prospecting license, the Company submitted to the GGMC a work performance bond of $0.3 million on October 11, 2024.
The 2025 work program included engineering and environmental activities, such as geotechnical drilling, hydrology/hydrogeology, environmental geochemistry, cultural heritage and community surveys, noise/air and biodiversity surveys, as well as siting studies to both confirm mine design parameters and to generate baseline environmental data for an "ESIA".
On March 25, 2026, the Company filed ESIA with the Guyana EPA. The ESIA incorporates results of the baseline studies for environmental, social, cultural, engineering, community engagement as well as expected impacts and mitigation measures. Following a 60-day public comment period, which is scheduled to end in early June 2026, once all comments are satisfactorily addressed and the Final ESIA submitted, the EPA will make a determination on the ESIA approval and then on the issuance of the Environmental Authorization. The Company anticipates filing of the Final ESIA in the second half of 2026.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
For the engineering and project design programs, 2026 activities include further geotechnical drilling using the Company-owned drill rig in the areas planned for mine tailings, waste dumps, and the processing plant. As well, activities will include preparations for infill and expansion drilling, focusing on mineralization below the pit outlines defined in the 2024 PEA, and drilling to generate samples for follow-up metallurgical tests, with a focus on generating additional hardness data and the associated mill design parameters for the deeper fresh rock mineralization in the Eagle Mountain deposit.
In Q1 2026, the Company completed 20 geotechnical boreholes, totaling 663 meters, with standard penetration tests and Shelby tube samples to generate geotechnical characteristics as well as packer tests for hydrogeological information. Drilling in Q1 was primarily focused on the areas proposed for the tailings storage facility, waste storage facility and site of the processing plan.
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.
The Company is currently focusing on evaluation and pre‑ development activities at its Mt. Hamilton Project, intended to advance the project to construction in 2026.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
TREND ANALYSIS
Summary of Quarterly Results
| (in $000's excluding per share) | 2026 | 2025 | 2024 | |||||||||||||||||||||
| Jan - Mar | Oct - Dec | Jul - Sept | Apr - Jun | Jan - Mar | Oct - Dec | Jul - Sept | Apr - Jun | |||||||||||||||||
| Revenue | 68,595 | 50,394 | 27,575 | 38,715 | 31,788 | 28,849 | 15,739 | 28,278 | ||||||||||||||||
| Cost of sales | (27,246 | ) | (20,825 | ) | (18,018 | ) | (19,682 | ) | (14,926 | ) | (12,586 | ) | (11,242 | ) | (11,715 | ) | ||||||||
| Gross profit | 41,349 | 29,569 | 9,557 | 19,033 | 16,862 | 16,263 | 4,497 | 16,563 | ||||||||||||||||
| E&E expenses | (2,501 | ) | (2,837 | ) | (2,787 | ) | (2,209 | ) | (1,530 | ) | (1,241 | ) | (1,148 | ) | (179 | ) | ||||||||
| G&A expenses | (4,388 | ) | (3,611 | ) | (2,893 | ) | (2,603 | ) | (1,701 | ) | (2,096 | ) | (1,736 | ) | (3,023 | ) | ||||||||
| Other income (expenses) | 760 | (928 | ) | 360 | 1,576 | (1,158 | ) | (2,357 | ) | (641 | ) | (1,463 | ) | |||||||||||
| Income taxes | (12,071 | ) | (7,886 | ) | (3,041 | ) | (6,979 | ) | (3,050 | ) | (5,912 | ) | (595 | ) | (3,130 | ) | ||||||||
| Net income (loss) | 23,149 | 14,307 | 1,196 | 8,818 | 9,423 | 4,657 | 377 | 8,768 | ||||||||||||||||
| Basic income (loss) per share | 0.26 | 0.17 | 0.01 | 0.11 | 0.12 | 0.06 | 0.00 | 0.13 | ||||||||||||||||
| Diluted income (loss) per share | 0.26 | 0.16 | 0.01 | 0.11 | 0.12 | 0.06 | 0.00 | 0.13 | ||||||||||||||||
| The sum of the quarters may not equal the annual results due to rounding. | ||||||||||||||||||||||||
| Consolidated gold ounces produced | 13,869 | 12,105 | 7,822 | 11,074 | 9,820 | 11,070 | 6,327 | 12,206 | ||||||||||||||||
| Consolidated gold ounces sold | 13,721 | 11,564 | 7,830 | 11,476 | 10,817 | 10,888 | 6,532 | 12,313 | ||||||||||||||||
| Average realized gold price ($/oz)1 | 4,902 | 4,313 | 3,454 | 3,323 | 2,915 | 2,650 | 2,409 | 2,296 | ||||||||||||||||
(1) Refer to Non-IFRS Measures.
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 expected to be impacted by the acquisition of the Moss Mine.
Cost of sales: The variation between quarters resulted from differences in the deposit and the grade of mineralized material mined during each period.
Exploration and evaluation expenditures: Quarter on quarter increase in exploration expenses resulted from drilling exploration to define new mineral reserves and resources at various concessions near the San Albino Mine in Nicaragua and advancing Eagle Mountain Project in Guyana.
Other income (expenses): Other income (expense) for the period up to June 30, 2025, was affected by quarter-over-quarter changes in the fair value of the embedded derivative in the silver loan with Sailfish. During the quarter ended June 30, 2025, the Company recognized a gain of $1 million related to the elimination of the contingent consideration payable. During the quarter ended December 31, 2025, the Company recognized a loss of $1.3 million on the extinguishment of the Wexford Loan.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
FINANCIAL RESULTS
Financial results for the three months and year ended March 31, 2026:
| (in $000's excluding per share) | Three months ended | |||||
| March 31, 2026 | March 31, 2025 | |||||
| Revenue | $ | 68,588 | $ | 31,775 | ||
| Production services revenue | 7 | 13 | ||||
| 68,595 | 31,788 | |||||
| Cost of sales | ||||||
| Production costs | (25,295 | ) | (13,404 | ) | ||
| Depreciation, depletion and amortization | (1,951 | ) | (1,601 | ) | ||
| (27,246 | ) | (15,005 | ) | |||
| Gross profit | 41,349 | 16,783 | ||||
| Exploration and evaluation expenses | (2,501 | ) | (1,530 | ) | ||
| General and administrative expenses | (4,388 | ) | (1,701 | ) | ||
| Other income (expense) | 760 | (1,078 | ) | |||
| Income before income taxes | 35,220 | 12,474 | ||||
| Income and deferred tax expense | (12,071 | ) | (3,050 | ) | ||
| Income for the period | $ | 23,149 | $ | 9,424 | ||
Revenue:
| Three months ended | |||||||||
| (in $000's unless otherwise specified) | March 31, 2026 | March 31, 2025 | Change | ||||||
| Gold revenue | 67,268 | 31,490 | 35,778 | ||||||
| Silver revenue | 1,327 | 298 | 1,029 | ||||||
| Gold sold (oz) | 13,721 | 10,817 | 2,904 | ||||||
| Silver sold (oz) | 16,023 | - | 16,023 | ||||||
| Average realized gold price ($/oz sold) (1) | $ | 4,902 | $ | 2,911 | $ | 1,991 | |||
(1) Refer to Non-IFRS Measures.
Revenue: Revenue in Q1 2026 includes revenue from the Moss Mine, which was acquired in Q1 2025, as well as gold sales from the San Albino Mine. Additionally in Q1 2026, the Company realized higher gold prices compared to Q1 2025.
Cost of sales: The increase in cost of sales in Q1 2026 as compared to Q1 2025 resulted from higher royalty expenses driven by increased gold prices, longer hauling distances for waste and mineralized material at the San Albino Mine, and higher costs associated with the Moss Mine.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
Exploration and evaluation ("E&E") expenses:
| Expenses by property | Three months ended | ||||||||
| (in $000's) | March 31, 2026 | March 31, 2025 | Change | ||||||
| Eagle Mountain Project | $ | 1,229 | $ | 1,037 | $ | 192 | |||
| San Albino exploration concessions | 1,192 | 493 | 699 | ||||||
| Mt. Hamilton Project | 80 | - | 80 | ||||||
| $ | 2,501 | $ | 1,530 | $ | 971 | ||||
The increase in E&E expenses in Q1 2026 as compared to Q1 2025 resulted from higher drilling activity at the El Jicaro concession and other concessions within the San Albino Mine, aimed at defining new mineral reserves and resources. In addition, costs incurred at the Eagle Mountain Project were directed toward advancing the project.
General and administrative expenses:
The increase in general and administrative expenses in Q1 2026 resulted from the following:
• Stock-based compensation increased by $496, primarily due to stock options and restricted share units ("RSUs") granted in the second quarter of 2025, as well as additional stock-based compensation expense of $268 recognized for RSUs withheld for tax purposes.
• Salaries and benefits increased by $645, primarily due to increase in headcount and salaries at corporate office in Canada and the USA.
• Accounting, consulting and legal fees increased by $932 primarily driven by incremental legal fees related to the Company's NASDAQ listing as well as additional costs incurred by the Company's independent registered public accounting firm in support of their compliance with Public Company Accounting Oversight Board ("PCAOB") requirements.
Other income (expenses)
| Three months ended | |||||||||
| (in $000's) | March 31, 2026 | March 31, 2025 | Change | ||||||
| Accretion and interest expense | $ | (305 | ) | $ | (282 | ) | $ | (23 | ) |
| Loss on derivative instruments | - | (280 | ) | 280 | |||||
| Foreign exchange gain (loss) | 377 | (520 | ) | 897 | |||||
| Interest income | 509 | 4 | 505 | ||||||
| Other gain | 179 | - | 179 | ||||||
| 760 | (1,078 | ) | 1,838 | ||||||
Loss on derivative instruments: The Company's derivative liabilities were related to the Sailfish Loan. The loan was settled during Q2 2025, resulting in no gain or loss recorded in Q1 2026.
Interest income: During Q1 2026, the Company earned interest on cash generated in 2025 and Q1 2026. No significant excess cash was available in Q1 2025.
Foreign exchange gain (loss): The foreign exchange gain (loss) arises primarily on cash and cash equivalents held in US dollars at its corporate in Canada, which has a Canadian dollar functional currency. The Canadian dollar depreciated in Q1 2026, whereas it appreciated in Q1 2025. As a result, the Company recorded a foreign exchange gain in Q1 2026, compared to a foreign exchange loss in Q1 2025.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
LIQUIDITY AND CAPITAL RESOURCES
Cash flows
| Three months ended | |||||||||
| (in $000's) | March 31, 2026 | March 31, 2025 | Change | ||||||
| Net cash flows provided by operating activities | $ | 19,170 | $ | 6,187 | $ | 12,983 | |||
| Net cash flows used in investing activities | (3,804 | ) | (8,775 | ) | 4,971 | ||||
| Net cash flows provided (used) in financing activities | 701 | (1,541 | ) | 2,242 | |||||
| Effect of foreign exchange on cash and cash equivalents | (370 | ) | 8 | (378 | ) | ||||
| Change in cash and cash equivalents | $ | 15,697 | $ | (4,121 | ) | $ | 19,818 | ||
The Company generated positive cash flow from operations of $19.2 million during the three months ended March 31, 2026, an increase by $13.0 million as compared to the three months ended March 31, 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) $0.5 million for transaction costs related to the acquisition of the Mt. Hamilton Project; and (ii) $3.3 million for capital expenditure incurred on mining interest, plant and equipment.
The cash generated from financing activity included $0.7 million from exercise of options.
Financial condition and Liquidity risk
| Financial Condition (in 000's) | At March 31, 2026 |
At December 31, 2025 |
Change | ||||||
| Cash and cash equivalents | $ | 92,974 | $ | 77,277 | $ | 15,697 | |||
| Working capital (1) | 92,727 | 82,874 | 9,853 |
(1) Refer to Non-IFRS Measures.
The Company's working capital (defined as current assets less current liabilities) increased in Q1 2026 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 exploration programs at San Albino, technical and engineering activities at the Eagle Mountain Project, the ramp-up of mining activities at the Moss Mine, and pre-development activities at Mt. Hamilton. 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.
As at March 31, 2026, the Company has following contractual obligations:
| Payment due by period | ||||||||||||||||||
| (in $000s) | Carrying Amount |
Total cash outflow |
Within 1 year |
1 to 3 years | 4 to 5 years | Above 5 years |
||||||||||||
| Accounts payable and accrued liabilities | 28,543 | 28,543 | 28,543 | - | - | - | ||||||||||||
| Sailfish Gold Stream | 42,342 | 91,970 | 13,147 | 24,272 | 23,693 | 30,858 | ||||||||||||
| Reclamation and Rehabilitation obligation | 18,872 | 24,406 | - | 4,079 | 2,148 | 18,179 | ||||||||||||
| Total | 89,757 | 144,919 | 41,690 | 28,351 | 25,841 | 49,037 | ||||||||||||
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 March 31, 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.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
OUTSTANDING SECURITIES
As of the date of this MD&A, the Company had 87,564,647 common shares issued and outstanding, plus 800,952 restricted share units, 370,040 deferred share units and 1,469,518 share purchase 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 15 Related party transactions of the condensed interim consolidated financial statements for the three months ended March 31, 2026.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
MT. HAMILTON 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 US$738 and not greater than US$1,011, which is equivalent to a gold price range of approximately US$2,700 per ounce to US$3,700 per ounce after application of the adjustment formula.
• 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 $42.3 million using a discounted cash flow model. Management applied a discount rate of 25.06% and used the following gold price assumptions in estimating the fair value as of March 24, 2026, the date of initial recognition.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
| Gold Price ($ 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 ("CMC") 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.
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;
● 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 ore and heap leach ore;
● Achievement of commercial production; and
● Gold stream valuation.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
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 months ended March 31, 2026, for a detailed discussion of these accounting estimates and judgments.
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, which continued to exist as at the end of the March 31, 2026 interim period. 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. The material weakness did not result in any audit adjustments to the March 31, 2026 condensed interim consolidated financial statements.
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Management’s Discussion and Analysis For the three months ended March 31, 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.
There has been no significant change in internal control over financial reporting during the three months ended March 31, 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 months ended March 31, 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 March 31, 2026. As a result of the aforementioned material weakness, the certifying officers concluded that the Company's DC&P were not effective as at March 31, 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:
• 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 reserves; and
• the Inferred mineral resources in this MD&A are economically mineable, or will ever be upgraded to a higher category.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
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 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 and lease obligations), income taxes and depreciation, depletion and amortization.
"Adjusted EBITDA" represents EBITDA adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation.
The following table provides EBITDA and Adjusted EBITDA calculations:
| Three months ended | ||||||
| (in 000's) | March 31, 2026 | March 31, 2025 | ||||
| Income for the period | $ | 23,149 | $ | 9,424 | ||
| Income tax expense | 10,713 | 3,050 | ||||
| Deferred tax expense | 1,358 | - | ||||
| Accretion and interest expense | 305 | 282 | ||||
| Interest income | (509 | ) | (4 | ) | ||
| Depreciation, depletion and amortization | 1,921 | 1,637 | ||||
| EBITDA | $ | 36,937 | $ | 14,389 | ||
| Share-based compensation expense | 643 | 147 | ||||
| Exploration activities | 2,501 | 1,530 | ||||
| ADJUSTED EBITDA | $ | 40,081 | $ | 16,066 | ||
"Cash costs per ounce sold" is production costs divided by the number of gold ounces sold.
"AISC per ounce sold" includes cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain sustaining exploration and evaluation ("E&E") costs, 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 production from current operations, capital and E&E costs related to expansion or growth projects are not included in the calculation of AISC per ounce. Additionally, certain other cash expenditures, including income and other tax payments, financing costs and debt repayments, are not included in AISC per ounce.
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The following table provides a reconciliation of production costs to cash costs and AISC:
| (in $000's unless otherwise specified) | Three months ended | |||||
| March 31, 2026 | March 31, 2025 | |||||
| Production costs | $ | 25,295 | $ | 13,404 | ||
| Total Cash Cost | ||||||
| Silver sales | (1,327 | ) | - | |||
| Supporting general and administrative expenses | 335 | 424 | ||||
| General and administrative expenses | 4,053 | 1,211 | ||||
| Sustaining capital expenditures | 2,693 | 183 | ||||
| Accretion of the asset retirement costs (ARO) (Non-cash) | 168 | 40 | ||||
| Total AISC | $ | 31,217 | $ | 15,262 | ||
| Gold ounces sold | 13,721 | 10,817 | ||||
| Cash cost ($/oz Au sold) | $ | 1,843 | $ | 1,239 | ||
| AISC ($/oz Au sold) | $ | 2,275 | $ | 1,411 | ||
"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.
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 Unites 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 significant risks are:
• 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.
• The Company utilizes heap leach processing for certain ore 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.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
• Mineral resource amounts are estimates only and may be unreliable. The Company cannot be certain that any specified level of recovery of minerals from 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 junior resource 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.
• 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, in the AIF, and the other risks disclosed in the continuous disclosure filings of the Company 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.
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Management’s Discussion and Analysis For the three months ended March 31, 2026 |
TECHNICAL INFORMATION
Technical disclosure related to MRE 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. 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:
• 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 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 expectation regarding the timing of mining studies;
• 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;
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, 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 months ended March 31, 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 - IPO/RTO
Certification of Interim Filings Following an Initial Public Offering,
Reverse Takeover or Becoming a Non-Venture Issuer
I, Akiba Leisman, Chief Executive Officer of the Issuer, 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 March 31, 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.
Date: May 15, 2026
/s/ Akiba Leisman
Akiba Leisman
Chief Executive Officer
NOTE TO READER
In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 51-109F2 - IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 51-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process 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.
The Issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following
● completion of the issuer's initial public offering in the circumstance described in s. 5.3 of NI 52-109;
● completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
● the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;
may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Form 52-109F2 - IPO/RTO
Certification of Interim Filings Following an Initial Public Offering,
Reverse Takeover or Becoming a Non-Venture Issuer
I, Ezequiel Sirotinsky, Chief Financial Officer of the Issuer, 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 March 31, 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.
Date: May 15, 2026
/s/ Ezequiel Sirotinsky
Ezequiel Sirotinsky
Chief Financial Officer
NOTE TO READER
In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 51-109F2 - IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 51-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process 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.
The Issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following
● completion of the issuer's initial public offering in the circumstance described in s. 5.3 of NI 52-109;
● completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
● the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;
may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
