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TSX-V: MKO; OTCQB: MAKOF
VANCOUVER, BC, July 2, 2020 /CNW/ - Mako Mining
Corp. (TSX-V: MKO) (OTCQB: MAKOF) ("Mako" or the
"Company") is pleased to announce that Wexford Capital
LP has elected to exercise its participation right, pursuant to the
investor rights agreement between the Company and Wexford dated
November 9, 2018, in connection with
the Company's previously announced C$28.4
million private placement offering (the "Offering") (see
Company's press release dated June 26,
2020). Wexford Spectrum Trading Limited and Wexford
Catalyst Trading Limited, funds managed by Wexford Capital LP
(collectively, "Wexford"), have agreed to purchase, on a
non-brokered private placement basis, an aggregate of 41,000,000
units of Mako under the Offering, at a subscription price of
C$0.40 per Unit, for aggregate
proceeds of C$16,400,000, having the
same terms as the Units under the bought deal portion of the
Offering.
The net proceeds from Wexford will be used to fund (i) the
remaining capital expenditures at the San Albino Gold Project in
Nicaragua, (ii) exploration
expenditures; and (iii) working capital and general corporate
purposes.
The Offering is scheduled to close on July 16, 2020, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory approvals including the approval of the TSX
Venture Exchange.
The issuance and sale of the Units to Wexford is considered to
be a "related party transaction" 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"). 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 such
issuance and sale to Wexford 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 Wexford, 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.
Forward-looking information is based on certain expectations and
assumptions, including that the Offering will close on July 16, 2020, as scheduled and that the proceeds
from Wexford shall be used as stated in this press release. Such
forward-looking information is subject to a variety of risks and
uncertainties which could cause actual events or results to differ
materially from those reflected in the forward-looking information,
including, without limitation, that the Offering does not close on
July 16, 2020, or at all, that the
TSX Venture Exchange does not approve the transaction and that
management and the board of the Company determine that the proceeds
from the Offering shall be used for different purposes than as
stated. Such information contained herein represents management's
best judgment as of the date hereof, based on information currently
available and is included for the purposes of providing investors
with information concerning the exercise by Wexford of its
participation right in the Offering, and may not be appropriate for
other purposes.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Mako Mining Corp.