American Marconi Wireless News - Mako Mining Completes Acquisition of Mt. Hamilton in Nevada

The Acquisition was completed pursuant to the terms of the amended and restated purchase and sale agreement dated February 14, 2026 Sailfish (the "A&R Purchase Agreement"), among Mako, Mako US Corp., and the amended and restated gold purchase agreement dated February 14, 2026 (the "A&R Gold Purchase Agreement") between Mako and Sailfish (collectively, the "Transaction Agreements").

Pursuant to the terms of the A&R Gold Purchase Agreement, Mako will satisfy the US$40 million purchase price for the Acquisition through the grant to Sailfish of the following steam as consideration:

• During the initial 60 months of the stream, Sailfish will purchase from Mako approximately 341.7 troy ounces of gold per month at a price equal to 20% of the London Bullion Market Association PM Fix price, subject to a floor of US$2,700 per ounce and a cap of US$3,700 per ounce; and

• During the final 72 months of the stream, Sailfish will purchase from Mako approximately 100 troy ounces of gold per month at a price equal to 20% of the London Bullion Market Association PM Fix price.

Mako's obligations under the A&R Gold Purchase Agreement will be secured in favour of Sailfish by first-ranking security interests over all current and future assets of Mako and certain of its subsidiaries that hold a direct or indirect interest in the Mt. Hamilton Project.

Please refer to Mako news release dated February 18, 2026, as well as the management information circular dated December 23, 2025 (the "Circular"), as supplemented by the circular supplement dated February 14, 2026 (the "Supplement") for further details of the Acquisition and the Transaction Agreements. The Transaction Agreements, the Circular and the Supplement are each available for review under Mako's SEDAR+ profile at www.sedarplus.ca.

Related Party Transaction

As both Mako and Sailfish are controlled by Wexford Capital LP, or private investment funds controlled by Wexford, Sailfish is considered to be a related party of Mako, and each of Mako and Sailfish are considered to be related parties of Wexford. As a result, the Acquisition constituted a related party transaction within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to Section 5.5(a) and 5.7(1) of MI 61-101, Mako was exempt from securities law requirements to obtain a formal valuation and minority approval of its shareholders for the related party transaction under the requirements of MI 61-101 on the basis that the fair market value of the transaction is below 25% of Mako's market capitalization, as determined in accordance with MI 61-101.

Advisors and Counsel

Stifel Canada is acted as financial advisor to the special committee of Mako and was paid a C$100,000 financial advisory fee. Cassels Brock & Blackwell LLP acted as Canadian legal counsel and Spencer Fane LLP acted as United States legal counsel.

About Mako

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

For further information about Mako, please contact Akiba Leisman, Chief Executive Officer, at (917) 558-5289 or [email protected], or visit our website at www.makominingcorp.com and our profile on SEDAR+ at www.sedarplus.ca.

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

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Statements in this news release, other than statements of historical facts, are forward looking statements. Forward-looking information may be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such terminology which states that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". Forward-looking information in this news release includes, without limitation, Mako's obligations under the amended and restated gold purchase agreement to be secured in favour of Sailfish by first-ranking interests over all current and future assets of Mako and its subsidiaries.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, including Sailfish enforcing its security interests over Mako's current and future assets under the terms of such security, and other risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca. Although Mako has attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors that could cause actual results or future events to differ materially from those expressed. Accordingly, readers should not place undue reliance on forward-looking information. Mako disclaims any obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

SOURCE: Mako Mining Corp.

View the original press release on ACCESS Newswire

D.Moore--AMWN