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TORONTO, June 26, 2020 /CNW/ - Mako Mining Corp. (TSX-V:
MKO) (OTCQB: MAKOF) ("Mako" or the "Company") is pleased to
announce that it has entered into an agreement with a syndicate of
underwriters led by Stifel GMP (the "Underwriters") in connection
with a "bought deal" private placement financing (the "Bought Deal
Offering") of an aggregate 30,000,000 units of the Company (the
"Units") at any issue price per Unit of $0.40 (the "Offering Price"). The Company also
announces that a large shareholder of the Company has indicated an
intention to subscribe for 41,000,000 Units in a concurrent
non-brokered private placement, on the same terms as the Bought
Deal Offering (the "Non-Brokered Offering" and together with the
Bought Deal Offering, the "Offering"). As a result, the total gross
proceeds from the Offering are expected to be $28,400,000.
Each Unit shall consist of one common share ("Common Share") and
one-half of one common share purchase warrant (each whole common
share purchase warrant, a "Warrant"). Each Warrant will entitle the
holder thereof to purchase one common share of the Company at an
exercise price of $0.60 for a period
of 18 months following the Closing Date (as defined below).
The net proceeds from the Offering will be used to fund
remaining capital expenditures at the San Albino Gold Project in
Nicaragua, for debt repayment
(from funds raised under the Bought Deal Offering only),
exploration expenditures and working capital and general corporate
purposes.
The Offering is expected to close on or around July 16, 2020 (the "Closing Date").
The completion of the Offering shall be subject to, among other
things, the receipt of all necessary regulatory and stock exchange
approvals relating to the Offering as are appropriate in the
circumstances, including the approval of the TSX Venture Exchange
(the "TSXV") prior to the Closing Date. The Underwriters shall have
the right and will endeavor to arrange for substituted purchasers
of the Units.
The Company shall pay the Underwriters a cash fee equal to 6.0%
of the gross proceeds of the Bought Deal Offering (the
"Commission"). As additional consideration, the Underwriters shall
receive compensation warrants (the "Compensation Warrants") equal
to 5.0% of the number of Units sold pursuant to the Bought Deal
Offering. Each Compensation Warrant will entitle the holder thereof
to subscribe for one common share of the Company at the Offering
Price for a period of 18 months following the Closing Date.
It is anticipated that a large shareholder and insider of the
Company will participate for up to approximately $16.4 million worth of Units in the Non-Brokered
Offering, and certain directors and officers of the Company may
participate in the Bought Deal Offering. Such transactions are
considered to be "related party transactions" within the meaning of
TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions
("MI 61-101") adopted in the Policy.
The Company intends to rely on the exemptions from the formal
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in
respect of related party participation in the Offering as neither
the fair market value (as determined under MI 61-101) of the
subject matter of, nor the fair market value of the consideration
for, the transaction, insofar as it involves the related parties,
is expected to exceed 25% of the Company's market capitalization
(as determined under MI 61-101).
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any state securities laws and may not be offered or sold within
the United States or to or for the
account or benefit of a U.S. person (as defined in Regulation S
under the U.S. Securities Act) unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
On behalf of the Board,
Akiba
Leisman
Chief Executive Officer
About Mako
Mako Mining Corp. is a publicly listed gold mining, development
and exploration firm. The Company is developing its high-grade San
Albino gold project in Nueva
Segovia, Nicaragua. Mako's
primary objective is to bring San Albino into production quickly
and efficiently, while continuing exploration of prospective
targets in Nicaragua.
Forward-Looking Statements:
Some of the statements contained herein may be considered
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the completion of
the Offering, the participation of certain shareholders in the
Offering, the total gross proceeds raised under the Offering, the
use of proceeds from the Offering and the timing of completion of
the Offering. Although Mako believes that the expectations
reflected in its forward-looking information are reasonable, such
information has been based on factors and assumptions concerning
future events that may prove to be inaccurate. These factors and
assumptions are based upon currently available information to Mako.
Such information is subject to known and unknown risks,
uncertainties and other factors that could influence actual results
or events and cause actual results or events to differ materially
from those stated, anticipated or implied in the forward-looking
information. A number of important factors including those set
forth in other public filings could cause actual outcomes and
results to differ materially from those expressed in these
forward-looking statements. Factors that could cause the actual
results to differ materially from those in forward-looking
statements include the receipt of final approval from the TSXV in
respect of the Offering and the timing thereof. Readers are
cautioned to not place undue reliance on forward-looking
statements. The statements in this press release are made as of the
date of this release and, except as required by applicable law,
Mako does not undertake any obligation to publicly update or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required under applicable securities laws.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN POLICIES OF THE TSXV) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
SOURCE Mako Mining Corp.