UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☒ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☐ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended __________

Commission File Number __________

MAKO MINING CORP.

(Exact name of registrant as specified in its charter)


British Columbia, Canada 1040 N/A
(Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
     

Suite 700-838 West Hastings Street
Vancouver, British Columbia
V6C 0A6 Canada

(917) 558-5289

(Address and telephone number of registrant's principal executive offices)

C T Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

Securities to be registered pursuant to Section 12(b) of the Act:


         
Title of Each Class:   Trading Symbol(s)   Name of Each Exchange On Which Registered:
         
Common Shares, no par value   MAKO   The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

☐ Annual Information Form ☐ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☐ Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                    ☐

The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

EXPLANATORY NOTE

Mako Mining Corp. (the "Registrant") is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multi-jurisdictional disclosure system ("MJDS") of the Exchange Act. The Registrant is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD-LOOKING INFORMATION

Certain statements in this Form 40-F and the documents incorporated by reference herein constitute forward-looking information and forward-looking statements as defined in applicable securities laws (collectively, "forward-looking information"). All statements contained herein, other than statements of historical fact relating to the Registrant, constitute forward-looking information, including, but not limited to, any information as to the Registrant'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 Form 40-F includes, without limitation, statements with respect to the Registrant's expectations in connection with the production and exploration, development and expansion plans at the Registrant's projects discussed herein being met, the Registrant's expectations relating to the performance of its mineral properties, the estimation of Mineral Reserves and Mineral Resources, the timing and amount of estimated future production, the estimation of the life of mine of the Registrant's projects, the timing and amount of estimated future capital and operating costs, the costs and timing of exploration and development activities, the Registrant's expectation regarding the timing of mining studies, the Registrant's expectations with respect to its issued and outstanding securities, the effect of government regulations (or changes thereto) with respect to restrictions on production, export controls, income taxes, royalties, equity interests, expropriation of property, repatriation of profits, environmental legislation, land use, water use, land claims of local people, mine safety and receipt of necessary permits, the Registrant's community relations in the locations where it operates, and the Registrant's expectations regarding the payment of any future dividends, as well as those factors discussed in the section entitled "Risk and Uncertainties" in the Registrant's Management Discussion and Analysis for the year ended December 31, 2024 incorporated by reference herein.

Numerous factors could cause actual results to differ materially from those in the forward-looking information, including without limitation:

• financing, capitalization and liquidity risks;

• mineral exploitation and exploration program cost estimates;

• 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;

• other factors referenced under "Risks and Uncertainties" in the Registrant's Management Discussion and Analysis for the year ended December 31, 2024; and

• other risks normally associated with the acquisition, exploration, development and operation of mining properties.

Although the Registrant 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 Registrant 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 and incorporated by reference herein is presented for the purpose of assisting investors in understanding the Registrant's business, plans and objectives as of the dates presented and may not be appropriate for other purposes.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under MJDS adopted by the United States Securities and Exchange Commission, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements, which are filed with this report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards. As a result, the Registrant's financial statements may not be comparable to financial statements of U.S. companies prepared in accordance with U.S. generally accepted accounting principles.

RESOURCE AND RESERVE ESTIMATES

The resource estimates in this Registration Statement and the documents incorporated by reference herein have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. All resource and reserve estimates in this Registration Statement and the documents incorporated by reference herein have been prepared in accordance with the guidelines set out in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining and Metallurgy Classification System. There are differences between the standards and terms used for reporting “mineral reserves” and “mineral resources” in Canada, and in the United States pursuant to the requirements of the United States Securities and Exchange Commission (the “SEC”) applicable to domestic United States reporting companies. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” as used in this Registration Statement are defined by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) and the CIM Definition Standards for Mineral Resources & Mineral Reserves (the “CIM Definition Standards”) adopted by the CIM Council which differ from the requirements of the SEC.

The SEC has mineral property disclosure rules in Regulation S-K Subpart 1300 (the "SEC Mineral Property Rules"), however, the Company is not required to provide disclosure on its mineral properties under the SEC Mineral Property Rules because it is a "foreign private issuer" under the Exchange Act and entitled to file reports with the SEC under MJDS.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(l) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.1 through Exhibit 99.57, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed or will file certain consents attached hereto as Exhibits 99.58 through 99.77 as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The Registrant is authorized to issue an unlimited number of Common Shares, without par value. The holders of Common Shares are entitled to receive notice of and to attend all meetings of the shareholders of the Registrant and to one vote per Common Share held at meetings of the shareholders. The holders of Common Shares are entitled to dividends if, as and when declared by the board of directors of the Registrant, and upon liquidation, dissolution or winding-up, to share pro rata in such assets of the Registrant as are distributable to the holders of Common Shares.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements, or capital resources.

CONTRACTUAL AND OTHER OBLIGATIONS

In accordance with General Instruction B.(12) of Form 40-F, the required disclosure is included under the heading “Liquidity Risk” in Management’s Discussion and Analysis for the year ended December 31, 2024 filed as Exhibit 99.7 to this Registration Statement.

NASDAQ CORPORATE GOVERNANCE

The Registrant is a "foreign private issuer" as defined in Rule 3b-4 under Exchange Act and the Registrant's Common Shares are listed on the TSX Venture Exchange ("TSXV") and are expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq"). Rule 5615(a)(3) of the listing rules of the Nasdaq (the "Nasdaq Stock Market Rules") permits foreign private issuers to follow home country practices in lieu of certain provisions of Nasdaq Stock Market Rules. A foreign private issuer that follows home country practices in lieu of certain provisions of Nasdaq Stock Market Rules must disclose ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States.

A description of the ways in which the Registrant's governance practices differ from those followed by domestic companies pursuant to Nasdaq standards are as follows:

Audit Committee Charter: The Registrant does not follow Nasdaq Stock Market Rule 5605(c)(1), which requires companies to adopt a formal written audit committee charter and have an audit committee review and reassess the adequacy of the charter on an annual basis. In lieu of following Nasdaq Stock Market Rule 5605(c)(1), the Registrant follows the applicable rules of TSXV and Canadian securities laws.

Compensation Committee Charter: The Registrant does not follow Nasdaq Stock Market Rule 5605(d)(1), which requires companies to adopt a formal written compensation committee charter and have a compensation committee review and reassess the adequacy of the charter on an annual basis. In lieu of following Nasdaq Stock Market Rule 5605(d)(1), the Registrant follows the applicable rules of TSXV and Canadian securities laws.

Code of Conduct: The Registrant does not follow Nasdaq Stock Market Rule 5610, which requires companies to adopt a Code of Conduct applicable to all directors, officers and employees, which comply with the definition of a "code of ethics" set out in Section 406(c) of the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder. In lieu of following Nasdaq Stock Market Rule 5610, the Registrant follows the applicable rules of TSXV and the Canadian Securities laws.

Shareholder Meeting Quorum Requirements: The Registrant does not follow Nasdaq Stock Market Rule 5620(c) which requires that the minimum quorum requirement for a meeting of shareholders be 33 1/3 % of the outstanding common shares. In addition, Nasdaq Stock Market Rule 5620(c) requires that an issuer listed on Nasdaq state its quorum requirement in its by-laws. In lieu of following Nasdaq Stock Market Rule 5620(c), the Registrant follows the applicable rules of TSXV and the Canadian securities laws.

Third-Party Director and Nominee Compensation Disclosure. The Registrant does not follow Nasdaq Stock Market Rule 5250(b)(3), which requires certain disclosures of third-party compensation arrangements with directors and nominees for director. In lieu of following Nasdaq Stock Market Rule 5250(b)(3), the Registrant follows the applicable rules of TSXV and the Canadian securities laws.

Distribution of Annual and Interim Reports. The Registrant does not follow Nasdaq Stock Market Rule 5250(d), which specifies methods for the distribution of annual and interim reports to investors. In lieu of following Nasdaq Stock Market Rule 5250(d), the Registrant follows the applicable rules of TSXV and the Canadian securities laws. Annual reports of the Registrant will be filed under Form 40-F and interim reports of the Registrant will be filed on Form 6-K.

The foregoing is consistent with applicable laws, customs and practices in Canada.

UNDERTAKINGS

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to this Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant will file with the Commission a written irrevocable consent and power of attorney on Form F-X. Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

  MAKO MINING CORP.
     
  By: /s/ Akiba Leisman
  Name: Akiba Leisman
  Title: Chief Executive Officer

Date: March 18, 2026

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this Registration Statement on Form 40-F.

Exhibit   Description
99.1   News Release dated January 13, 2025
99.2   News Release dated February 5, 2025
99.3   News Release dated February 24, 2025
99.4   News Release dated March 27, 2025
99.5   Material Change Report dated April 4, 2025
99.6   Audited Consolidated Financial Statements for the years ended December 31, 2024 and 2023
99.7   Management Discussion and Analysis for the year ended December 31, 2024
99.8   News Release dated April 21, 2025
99.9   News Release dated April 21, 2025
99.10   News Release dated May 14, 2025
99.11   News Release dated May 21, 2025
99.12   Unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2025 and 2024
99.13   Management Discussion and Analysis for the three months ended March 31, 2025
99.14   News Release dated June 2, 2025
99.15   News Release dated June 23, 2025
99.16   Statement of Executive Compensation (Form 51-102F6) filed June 30, 2025
99.17   News Release dated July 3, 2025
99.18   News Release dated July 14, 2025
99.19   Notice of the Meeting and Record Date with respect to the annual general meeting of shareholders to be held on September 30, 2025
99.20   News Release dated August 14, 2025
99.21   Notice of Meeting and Management Information Circular with respect to the annual general meeting of shareholders held on September 30, 2025
99.22   News Release dated August 22, 2025
99.23   Unaudited Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2025 and 2024
99.24   Management Discussion and Analysis for the three and six months ended June 30, 2025
99.25   News Release dated September 30, 2025
99.26   Material Change Report dated October 9, 2025
99.27   News Release dated October 16, 2025
99.28   News Release dated October 28, 2025
99.29   Material Change Report dated October 31, 2025
99.30   Underwriting Agreement dated October 31, 2025


99.31   Report of Distributions outside Canada dated October 31, 2025
99.32   Report of Exempt Distribution dated October 31, 2025
99.33   NI 43-101 Technical Report on the Mt. Hamilton Property, White Pine County, Nevada, USA dated November 17, 2025
99.34   Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2025 and 2024
99.35   Management Discussion and Analysis for the three and nine months ended September 30, 2025
99.36   News Release dated November 20, 2025
99.37   News Release dated November 26, 2025
99.38   News Release dated December 3, 2025
99.39   Material Contract - Purchase and Sale Agreement among Mako US Corp., Mako Mining Corp. and Sailfish Royalty Corp. dated November 26, 2025
99.40   Material Contract - Royalty Agreement among Mako Mining Corp., Mako US Corp. and Sailfish Royalty Corp. dated November 26, 2025
99.41   Material Contract - Gold Purchase Agreement between Mako Mining Corp. and Sailfish Royalty Corp. dated November 26, 2025
99.42   Notice of Meeting of Special Meeting and Management Information Circular dated December 23, 2025 with respect to the special meeting of shareholders held on February 10, 2026 in connection with the acquisition of Mt. Hamilton LLC
99.43   News Release dated January 6, 2026
99.44   News Release dated January 13, 2026
99.45   News Release dated January 26, 2026
99.46   News Release dated February 9, 2026
99.47   Notice of Meeting and Record Date (amended) dated February 9, 2026
99.48   Management Information Circular (amended) dated February 14, 2026
99.49   Material Contract - Amended and Restated Gold Purchase Agreement between Mako Mining Corp. and Sailfish Royalty Corp. dated February 14, 2026
99.50   Material Contract - Amended and Restated Purchase and Sale Agreement among Mako US Corp., Mako Mining Corp. and Sailfish Royalty Corp. dated February 14, 2026
99.51   Material Contract - Termination Agreement and Acknowledgment among Mako Mining Corp. Mako US Corp. and Sailfish Royalty Corp. dated February 14, 2026
99.52   News Release dated February 18, 2026
99.53*   NI 43-101 Technical Report for Goldsource Mines Inc., Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana dated March 1, 2024
99.54   Amended Technical Report and Estimate of Mineral Resources for the San Albino Project Comprising the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua dated June 10, 2024
99.55   NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA dated February 27, 2026
99.56   News Release dated March 10, 2026
99.57   Amended and Restated Articles dated October 25, 2007

99.58   Consent of PricewaterhouseCoopers LLP
99.59   Consent of Steven Ristorcelli
99.60   Consent of John Rust
99.61   Consent of Brian Ray
99.62   Consent of N. Eric Fier
99.63   Consent of Matthew D. Gray
99.64   Consent of Michael B. Dufresne
99.65   Consent of Andrew Turner
99.66   Consent of James N. Gray
99.67   Consent of Chris Keech
99.68   Consent of Gary Wong
99.69   Consent of Antoine Berton
99.70   Consent of Leon McGarry
99.71   Consent of Nigel Fung
99.72   Consent of Richard M. Gowans
99.73   Consent of Thomas Dyer
99.74   Consent of William J. Lewis
99.75   Consent of Advantage Geoservices Ltd.
99.76   Consent of APEX Geoscience Ltd.
99.77   Consent of Stifel Nicolaus Canada Inc.

* to be filed with Amendment No. 1 to this Registration Statement on Form 40-F
   

January 13th, 2025

TSX-V: MKO; OTCQX: MAKOF


Mako Mining Announces Q4 2024 Production Results Generating Record Gold Revenue
of US$ 28.8 million and an Increase in Cash of US$ 9.5 million

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide fourth quarter 2024 ("Q4 2024") production results for the Company's San Albino gold mine ("San Albino") in northern Nicaragua and an update on the Eagle Mountain Gold Project in Guyana. Certain amounts shown in this news release may not total to exact amounts due to rounding differences.

Q4 2024 Operational Highlights for San Albino

Akiba Leisman, Chief Executive Officer of Mako states that "Production in Q4 2024 was back to normal, after a relatively weak Q3 due to a brief delay in receiving an EIA permit which was received in July.  Recovered gold ounces were up 134% quarter over quarter to 12,053 ounces, with gold sales increasing to 10,803 ounces, generating US$28.8 million in revenue. Cash balances increased by US$9.5 million, after an extensive exploration program at both the Nicaraguan and Guyanese assets. At the end of the quarter, the Company announced its intent to acquire the Moss gold mine in Arizona for US$4.9 million. This acquisition, and all associated capital expenditures required to restart mining operations will be funded out of a small fraction of the Company's cash generation from Q4 2024." 

(1) Strip Ratio calculation does not include Waste Capitalization

Table 1 - Operating Results

  Units Q1 2024 Q2 2024 Q3 2024 Q4 2024
           
 Mined          
Diluted Vein          
Tonnes t 25,374 24,365 6,781 24,819
Gold Grade g/t 11.85 14.25 12.72 14.81
Silver Grade g/t 12.16 19.00 12.02 13.06
Contained Gold oz 9,664 11,160 2,774 11,818
Contained Silver oz 9,919 14,885 2,620 10,419
Historical Dump + Other*          
Tonnes t 42,587 35,185 22,968 21,913
Gold Grade g/t 3.14 3.27 3.57 3.97
Silver Grade g/t 4.24 5.38 3.98 3.87
Contained Gold oz 4,301 3,695 2,640 2,799
Contained Silver oz 5,799 6,085 2,937 2,728
Waste          
Tonnes t 1,544,405 2,049,795 758,401 1,287,997
Phase 2 - Capitalized Waste t 0.0 0.0 1,286,632 614,119
Strip Ratio (1) w:o 22.7 34.4 29.4 27.6
           
 Milled          
Diluted Vein % 36% 39% 14% 49%
Historical Dump + Other* % 64% 61% 86% 51%
Tonnes t 52,478 52,681 51,865 51,242
Gold Grade g/t 7.27 8.79 4.20 8.60
Silver Grade g/t 8.34 11.78 5.08 8.17
Contained Gold oz 12,266 14,888 7,002 14,175
Contained Silver oz 14,071 19,953 8,479 13,453
Mill Availability % 96% 97% 96% 97%
Average Tonnes per Day t/day 606 598 584 576
 Recovered          
Gold Recovery % 80.6% 82.0% 73.4% 85.0%
Gold Recovered oz 9,875 12,206 5,142 12,053
Gold Equiv. Recovered (2) oz 10,007 12,388 5,210 12,182
Gold Sold oz 9,267 12,313 6,532 10,803
Gold Equiv. Sold (2) oz 9,332 12,484 6,641 10,873
Avg. Realized Price Gold ** US$/oz 2,089 2,349 2,470 2,670
Avg. Realized Price Silver US$/oz 24 28 29 31

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* Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

**For the purpose of calculating revenue, payments to Sailfish are deducted from the Average Realized Price.

(1) Strip Ratio calculation does not include the Waste Capitalization

(2) Equiv. Gold ounces are calculated by: Silver Rec. or Silver Sold (oz) / Avg. Realized Price of Gold (US$/oz) / Avg. Realized Price of Silver (US$/oz)

Table 2 - Quarter End Stockpile Statistics

  Units Q1 2024 Q2 2024 Q3 2024 Q4 2024
           
Historical Dump + Other**          
Tonnes t 150,743 157,612 135,496 130,987
Gold Grade g/t 2.57 2.45 2.49 2.69
Contained Gold oz 12,474 12,436 10,849 11,327
 Total          
Tonnes t 150,743 157,612 135,496 130,987
Gold Grade g/t 2.57 2.45 2.49 2.69
Contained Gold oz 12,474 12,436 10,849 11,327

 ** Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

Mining

The mine produced an average of 508 tonnes per day of diluted vein and historical dump + other material in Q4 2024, with a strip ratio of 27.6:1, with an additional 614,119 tonnes of pre-stripping for the second phase of mining at Las Conchitas Central and the third phase of mining at Las Conchitas South.

The total production of diluted vein material in Q4 2024 came from five different zones: Las Conchitas South (El Limon 47.5%, Las Dolores 13.5%, Mango 2%), Las Conchitas Central (Cruz Grande 18%) and San Albino (Southwest Pit 19%). 

The Company is continuing its near mine RC drilling campaign focusing on Las Conchitas Central, to test the high-grade vein at Cruz Grande and the extension of the high-grade zone at Cruz Grande Southwest.

Milling

All components of the 500 tpd gravity and carbon-in-leach processing plant have been fully operational since the beginning of May 2021. During Q4 2024, the plant throughput rate averaged 576 tpd, 15% above the nameplate capacity. The mill head grade averaged 8.60 g/t, comprised of 49% diluted vein material and 51% historical dump + other material. The percentage of diluted vein material relative to historical dump + other material was significantly higher than in Q3 due to the removal of mining constraints after the EIA permit for Las Conchitas was issued in July. 12,053 ounces of gold were recovered during the quarter at a recovery of 85.0%, resulting in the highest gold recovery since Q1 2022, which was the last quarter the mill was processing mostly oxide material.

Mill availability remained high at 97% which compares favorably with plant availability rates achieved throughout the industry.

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Eagle Mountain Gold Project

In Q4 2024, the Company's activities at Eagle Mountain focused on engineering and environmental work, advancing tailings and waste dump siting studies, geotechnical drilling, hydrogeology and hydrology, and environmental geochemistry. In December, the Company engaged consultants with substantial experience in Guyanese permitting processes to lead the preparation of the Eagle Mountain EIA, which is scheduled to be submitted later this year. The consultant has relevant and recent experience with the environmental permitting process in Guyana, successfully leading the permitting process for another large-scale gold mining project elsewhere in the country. 

Qualified Person

John Rust, a metallurgical engineer and qualified person (as defined under NI 43-101) has read and approved the technical information contained in this press release. Mr. Rust is a senior metallurgist and a consultant to the Company.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

Related Party Transaction and Formation of Special Committee

As the Moss gold mine is beneficially owned by EG Acquisition LLC, a wholly-owned subsidiary of Mako's controlling shareholder, Wexford, the Proposed Transaction is a related party transaction for Mako within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, the Board of Directors of Mako has appointed a special committee (the "Special Committee") to assist in the evaluation, negotiation and supervision of all matters relating to the Proposed Transaction and to consider and make recommendations to the Board. The Proposed Transaction will not have any impact on the percentage of securities of Mako beneficially owned or controlled by Wexford Capital LP. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, Mako is exempt from obtaining a formal valuation and minority approval of its shareholders for the Proposed Transaction on the basis that the fair market value of the Proposed Transaction is below 25% of Mako's market capitalization as determined in accordance with MI 61-101.

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. Mako's primary objective is to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package. The Company also owns 100% of the gold project Eagle Mountain in Guyana, South America.

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

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Forward-Looking Information:  Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. The forward-looking information contained herein is based on the Company's plans and certain expectations and assumptions, including that Q4, 2024 detailed operating costs and financial results will be available in April; This acquisition, and all associated capital expenditures required to restart mining operations will be funded out of a small fraction of the Company's cash generation from Q4 2024 and that the Company can operate San Albino profitably in order to fund exploration of prospective targets on its district-scale land package. 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; the successful completion of due diligence by Mako, the negotiation and entering into of a Definitive Agreement and related ancillary documentation to complete the Proposed Transaction expectations regarding the timing for the Arizona court's ruling on the status of the two outstanding net smelter royalties at the Moss mine; that the Company is not successful in operating San Albino profitably and/or funding its exploration of prospectus targets on its district-scale land package; political risks and uncertainties involving the Company's exploration properties; the inherent uncertainty of cost estimates and the potential for unexpected costs and expense; commodity price fluctuations and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR at www.sedarplus.ca. 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 the Company's expectations regarding the Company's Q4 2024 production results at San Albino gold project, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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. 

5
   

February 5th, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Intersects 2.93 g/t Gold over 15.4 metres (ETW) at Eagle Mountain and 3.73
g/t Au over 31.5 m at the Salbora Deposit as Part of a Geotechnical Drill Program

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide an update on the Company's ongoing engineering activities and mine design work, including a geotechnical drilling program at the 100%-owned Eagle Mountain Gold Project (the "Project") in Guyana, South America.

Program Highlights

Akiba Leisman, CEO of Mako states "these drilling and channel sample results were taken as part of a geotechnical drilling program to finalize engineering parameters and site infrastructure layout selection in preparation for submitting our environmental permit application later this year. The grades and widths received from this program are matching or exceeding those defined in the resource model from the 2024 PEA, which showed an after-tax NPV 5% of US$ 292 million at US$1,850 gold. Now that gold prices are nearly $1,000 per ounce higher, we expect the economics of the project to improve."

1

In 2024, materials, instrumentation, and technical personnel were mobilized to the Project to commence geotechnical drilling for the purpose of open pit slope design optimization ("Phase 1") and testing ground conditions in the proposed locations for mine infrastructure ("Phase 2"). Phase 1 activities, which commenced in September 2024, comprised geotechnical drilling targeting the walls of the Eagle Mountain and Salbora deposits using the pit outlines defined in the 2024 Preliminary Economic Assessment ("PEA")1. Phase 2 activities, which commenced in January 2025, comprise geotechnical drilling of the saprolite and underlying fresh rock in the areas proposed for the tailings and waste storage facilities. This work is expected to continue through the first quarter of 2025. Phase 1 and 2 data collection has included oriented drill core, vane shear testing and Shelby tube analysis of the saprolite along with point loading, Brazilian and uniaxial stress tests on the fresh rock core. To collect critical hydrological information for mine design and pit dewatering plans, work has included packer tests, installation of vibrating wire piezometers, the development of groundwater wells, 24-hour pump tests and ground water sampling for hydrogeological and environmental investigations.

Geotechnical Program - Drill Results

The Phase 2 program is testing proposed locations for mine infrastructure in areas where there is insignificant or no known gold mineralization. In contrast, the Phase 1 program did cover areas with gold mineralization, both within the mineral resource outline and the PEA pit shells of the Eagle Mountain and Salbora deposits. Mineralized intercepts were assayed following completion of the geotechnical analysis. Due to the nature of the geotechnical testing, the majority of the saprolite was not available for assay, including areas where there is a high degree of confidence that the saprolite is mineralized.

Two drill holes intersected down hole intervals of gold mineralization (see Tables 1, 2 and Figure 1). EMD24-pitgeotech015 was drilled in the north-eastern zone of the Eagle Mountain deposit to test the base of the proposed PEA pit outline. Drilling intersected 2.93 g/t Au over 16.0 metres (ETW of 15.4 metres) of Eagle Mountain style low-angle gold mineralization within granodiorite starting at 45.5 metres downhole from surface. The grades intersected are higher than those of the resource model as defined in the April 2022 Mineral Resource Estimate ("MRE") but over modestly narrower widths. The drill hole tested mineralization currently classified as inferred mineral resources. Additional infill drilling is planned for this area later in 2025.

Drillhole EMD24-Pitgeotech011 was drilled in the centre of the Salbora deposit to investigate the pit walls near the base of the PEA pit outline. The upper 16.5 metres of saprolite was not available for assay, with poor core recovery from 16.5 to 22.5 metres. From 22.5 metres down hole the drill intersected 3.73 g/t Au over 31.5 metres. This intersection coincides with one of the modelled breccia structures and the drill hole was drilled subparallel to this breccia structure. The grade and interval correspond with the resource model for this area of the Salbora deposit. Also, at Salbora, the Company completed a channel sample in a new saprolite exposure at the site of a drill pad. The pad exposed an outcrop of mineralized breccia and volcanic units which were sampled at 1-metre intervals. The channel sample returned 8.42 g/t Au over 21.0 metres (ETW of 14.0 metres) with a sub-interval grading 13.51 g/t Au over 12.0 metres (ETW of 8.0 metres) in the breccia. Grades in the area of the channel sample are higher than those in the MRE which showed a grade range of between 2.50 and 5.00 g/t Au. 

__________________________________________
1 The NI-43101 technical report entitled "Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana" dated March 1, 2024, with an effective date of January 16, 2024, is available under Mako's profile at www.sedarplus.ca.

2

Infill Drilling

Earlier in 2024, several infill holes were completed in areas with low drill hole density or where grade definition was required, particularly where it was observed that modelled gold grades were low due to their proximity to dolerite dykes (see Tables 1, 2 and Figure 1). Drill hole EMD24-308 in the Bucket Shaft area of the Eagle Mountain deposit intersected 1.16 g/t Au over 7.7 metres (ETW of 7.6 metres) from 4.3 metres depth in saprolite. This compares to the estimated grades in the MRE of approximately 0.30 g/t Au. Drill hole EMD24-310 in the Kilroy area of the Eagle Mountain deposit intersected 1.08 g/t Au over 18.0 metres (ETW of 17.7 metres) at a depth of 55.5 metres below surface, where the MRE model estimated grades below 0.65 g/t Au.

Table 1 - Significant Drill Hole Intercepts

Area Diamond Drill Hole From
(m)		 To
(m)		 Width
(m)		 Est.
True
Width
(ETW) (m)		 Au
(g/t)		 Interval
Salbora EMD24-pitgeotech011 22.5 54.0 31.5 - 3.73 3.14 g/t Au over 37.9 m (drilled subparallel to structure)
Incl. 22.5 36.0 13.5 - 5.85 5.85 g/t Au over 13.5 m
and 50.5 54.0 3.6 - 5.11 5.11 g/t Au over 3.6 m
  81.4 82.2 0.8 - 2.73 2.73 g/t Au over 0.8 m
EMD24-pitgeotech012 48.0 50.1 2.1 - 1.82 1.82 g/t Au over 2.1 m (Drilled subparallel to structure)
Eagle Mtn (Toucan) EMD24-pitgeotech004 3.0 16.5 13.5 13.0 0.49 0.49 g/t Au over 13.5 m (ETW 13.0 m)
  30.0 34.5 4.5 4.3 1.22 1.22 g/t Au over 4.5 m (ETW 4.3 m)
  57.0 58.5 1.5 1.4 2.68 2.68 g/t Au over 1.5 m (ETW 1.4 m)
Eagle Mtn (Saddle) EMD24-pitgeotech015 45.5 61.5 16.0 15.4 2.93 2.93 g/t Au over 16.0 m (ETW 15.4 m)
Incl. 45.5 49.5 4.0 3.9 7.86 7.86 g/t Au over 4.0 m (ETW 3.9 m)
and 53.8 59.0 5.2 5.0 2.40 2.40 g/t Au over 5.2 m (ETW 5.0 m)
Eagle Mtn (Kilroy) EMD24-306 58.5 64.5 6.0 4.6 1.00 1.00 g/t Au over 6.0 m (ETW 4.6 m)
EMD24-307 66.0 68.5 2.5 2.0 1.26 1.26 g/t Au over 2.5 m (ETW 2.0 m)
  70.5 73.5 3.0 2.3 1.01 1.01 g/t Au over 3.0 m (ETW 2.3 m)
EMD24-309 54.8 60.0 5.2 5.1 0.92 0.92 g/t Au over 5.2 m (ETW 5.1 m)
EMD24-310 55.5 73.5 18.0 17.7 1.08 1.08 g/t Au over 18. 0m (ETW 17.7 m)
Eagle Mtn (Bucket) EMD24-308 0.0 3.0 3.0 2.9 1.44 1.44 g/t Au over 3.0 m (ETW 2.9 m)
  4.3 12.0 7.7 7.6 1.16 1.16 g/t Au over 7.7 m (ETW 7.6 m)
EMD24-pitgeotech016 30.1 32.1 2.0 1.9 0.88 0.88 g/t Au over 2.0 m (ETW 1.9 m)
Eagle Mtn (Powis) EMD24-311 18.0 21.0 3.0 2.0 1.19 1.19 g/t Au over 3.0 m (ETW 2.0 m)
  43.5 45.0 1.5 1.0 0.97 0.97 g/t Au over 1.5 m (ETW 1.0 m)
EMD24-312 16.5 18.0 1.5 1.0 0.56 0.56 g/t Au over 1.5 m (ETW 1.0 m)
  30.0 31.5 1.5 1.0 1.71 1.71 g/t Au over 1.5 m (ETW 1.0 m)
  39.0 40.5 1.5 1.0 0.61 0.61 g/t Au over 1.5 m (ETW 1.0 m)

3

Note: The mineralized intervals shown above utilize a 0.3 g/t gold cut-off grade with not more than 1.0 m of internal dilution within saprolite and 0.5 g/t Au cut-off grade with not more than 2.0 m of internal dilution within fresh rock. Widths are reported as drill hole lengths and estimated true widths where plausible to calculate. The following drill holes returned no anomalous values: EMD24 - Pitgeotech005, EMD24-pitgeotech006, EMD24-Pitgeotech 008, EMD24-pitgeotech 010, EMD24-Pitgeotech-013. Drill holes labelled "EMD24-PitgeotechXXX" were drilled for geotechnical purposes, not to purposely intersect mineralization. Saprolite in geotechnical drill holes were not available for assay.

Drill hole and channel sample preparation and geochemical analyses were completed by Actlabs Guyana Inc. in Georgetown, Guyana.

The Company follows industry standards in its QA&QC procedures. Control samples consisting of duplicates, standards and blanks. Analytical results of control samples confirmed the reliability of the assay data.

Table 2 - Significant Channel Sampling Intercepts

Area Trench From
(m)		 To
(m)		 Width
(m)		 Est.
True
Width
(m)		 Au
(g/t)		 Interval
Salbora SACH24-001 0.0 21.0 21.0 14.0 8.42 8.42 g/t Au over 21.0 m (ETW 14.0 m)
Incl. 0.0 12.0 12.0 8.0 13.51 13.51 g/t Au over 12.0 m (ETW 8.0 m)

Note: The mineralized intervals shown above utilize a 0.3 g/t gold cut-off grade with not more than 1.0 m of internal dilution within saprolite. Widths are reported as true exposure lengths.

Figure 1 - Geotechnical & Infill Drill Hole Plan for Eagle Mountain Project

4

Global Resource Engineering ("GRE"), a US-based engineering consulting firm, was engaged in 2024 to manage tailings and waste dump siting studies, geotechnical drilling, hydrogeology with associated drilling and hydrology, and environmental geochemistry. In December 2024, the Company engaged Environmental Resource Management ("ERM"), experts in local Environmental Impact Assessments ("EIS") and International Environmental and Social Impact Assessment ("ESIA"), to lead the in-country environmental permitting process, including preparation and submission of the Eagle Mountain EIA as well as consultation with the lead agencies in Guyana. ERM's team has relevant and recent experience with the environmental permitting process in Guyana.

Qualified Person

The Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects for this news release is N. Eric Fier, CPG, P.Eng., Chairman of Mako, who has reviewed and approved its contents.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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 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.

Mako is led by an experienced management team, proven in exploration discoveries, mine design and construction, and executing on phased project development strategies in the Americas.

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

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, that the Company high-grade production will generate significant cash flows for the foreseeable future. Mako's primary objective to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package. 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new  production numbers; unanticipated costs; the October 24 measures having impacts on business operations not current expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

5

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. 

6
   

February 24th, 2025

TSX-V: MKO; OTCQX: MAKOF


Mako Mining Receives Conditional Approval for the Acquisition of the Moss Mine in
Arizona

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide an update on Mako’s proposed acquisition (the "Acquisition") of the Moss Mine in Arizona, through the acquisition of 100% of the issued and outstanding common shares of EG Acquisition LLC ("EGA") from investment funds (the "Sellers") controlled by Mako’s controlling shareholder, Wexford Capital LP ("Wexford"). Mako is pleased to announce that it has received the conditional approval of the TSX Venture Exchange (the "TSXV") for the Acquisition. Completion of the Acquisition remains subject to Mako satisfying all regulatory requirements and receiving the final approval of the TSXV. Mako is concurrently working on finalizing a definitive share purchase agreement with the Sellers in connection with the Acquisition.

EGA took over full operational control of the Moss Mine on December 31st, 2024, and has a services contract with Mako’s operating team who has been assisting EGA. Since that time, consumable inventories have been replenished, critical maintenance has been completed, and a scope of work has been issued to mining contractors to restart mining operations within the next five weeks.

Since January 2025, gold and silver sales from the Moss Mine have continued unabated with 832 oz. gold and 5,607 oz. silver shipped with an estimated value of US$2.6 million. This significantly exceeds a US$1.6 million cash infusion made by EGA into the operating company at the beginning of January for critical maintenance and repairs.

While the previously announced non-binding term sheet for the Acquisition (see December 31, 2024 press release) contemplates a purchase price of between US$4.9 million and US$6.4 million (dependent on whether certain royalties are extinguished), all the net cashflow derived from gold and silver sales since December 31st, 2024 will accrue to the benefit of Mako under the proposed terms of the Acquisition. In addition, Mako is expected to receive approximately US$1.5 million in cash collateral from Trisura Guarantee Insurance Company in connection with the renegotiation of certain environmental reclamation bonds at the Moss Mine, which will have the impact of lowering the effective purchase price of the Acquisition by such amount.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

1

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 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. Mako is led by an experienced management team, proven in exploration discoveries, mine design and construction, and executing on phased project development strategies in the Americas.

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

Forward-Looking Information: Some of the statements contained herein may be considered “forward-looking information” within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, “estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company’s current beliefs and expectations, based on management’s reasonable assumptions, and includes, without limitation, statements regarding the Company’s expectations that it will be in a position to close the Acquisition in March 2025; that operations at the Moss Mine are expected to restart in the next five weeks; Mako’s expectation that it will receive approximately US$1.5 million in cash collateral from Trisura Guarantee Insurance Company in connection with the renegotiation of certain environmental reclamation bonds at the Moss Mine. 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 Acquisition will not be completed on the terms and within the timeline expected, or at all; the cash collateral expected to be received from Trisura Guarantee Insurance Company will not be received; changes in the timelines for resumption of operations at the Moss Mine; and other risks and uncertainties as disclosed in the Company’s public disclosure filings on SEDAR+ at www.sedarplus.ca. Such information contained herein represents management’s best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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. 

2
   

March 27th, 2025

TSX-V: MKO; OTCQX: MAKOF


Mako Mining Completes Acquisition of Moss Mine in Arizona

Mako Mining Corp. ("Mako") (TSXV: MKO; OTCQX: MAKOF) is pleased to announce that, further to its press releases dated December 31st, 2024 and February 24th, 2025, it has completed the acquisition of the Moss gold mine located in the historic Oatman District in Arizona. 

The acquisition was completed pursuant to the terms of an interest purchase agreement dated March 26th, 2025, between Mako US Corp. as buyer, Wexford EG Acquisition LLC as vendor, EG Acquisition LLC ("EGA") as target and Mako as buyer guarantor, pursuant to which Mako US acquired 100% of the ownership interests in EGA, a recently created private company controlled by Mako's controlling shareholder, Wexford Capital LP (collectively with its managed funds, "Wexford"), that acquired 100% of the shares of Golden Vertex Corp. ("GVC"), the operating subsidiary of the Moss mine, under a CCAA proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31st, 2024.

The aggregate purchase price for the acquisition was US$6.49 million, paid in cash, reflecting Wexford's approximate acquisition and closing costs of US$4.9 million plus US$1.59 million of equity contributions made by Wexford to cover initial operational costs at the beginning of January 2025. This equates to the approximate cost basis of EGA's investment in GVC. Since December 31st, 2024, a total of 1,593 ounces of gold and 11,023 ounces of silver have been produced for a value of approximately US$4.8 million, generating net cash of approximately US$3.0 million. Furthermore, Trisura Guarantee Insurance Company has agreed to release approximately US$1.5 million of the US$3.0 million held as collateral for various environmental bonds held at the Moss Mine. The two aforementioned cash inflows have effectively reduced Mako's net cash acquisition cost to approximately US$2.0 million, which is a small fraction of Mako's current monthly cash flow.

No purchase price adjustments were made in connection with the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation, which are still before the United States Bankruptcy Court for the District of Arizona.

Akiba Leisman, CEO states that: "Mako now adds a producing asset located in a top tier jurisdiction to its portfolio of mineral properties purchased with a small fraction of cash flow from our operations. The Moss mine has continued to produce gold through its beneficiation facilities, with mining having been recently restarted after a temporarily suspension at the beginning of the Bankruptcy Process. Over the course of the next few months we will continue to debottleneck the mine to take full advantage of record high gold prices".

Mako currently operates the high-grade San Albino mine in northern Nicaragua and owns the Eagle Mountain project in Guyana.

Related Party Transaction

As the acquisition transaction completed by Mako involved Mako's controlling shareholder, Wexford, the transaction is considered a related party transaction for Mako within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, the Board of Directors of Mako appointed, and approved the transaction upon the recommendations of, a special committee of independent directors which assisted in the evaluation, negotiation and supervision of all matters relating to the acquisition transaction. The transaction did not have any impact on the percentage of securities of Mako beneficially owned or controlled by Wexford. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, Mako was exempt from obtaining a formal valuation and minority approval of its shareholders for the transaction on the basis that the fair market value of the transaction was below 25% of Mako's market capitalization, as determined in accordance with MI 61-101.

About Mako

Mako Mining Corp. is a publicly listed gold mining, development and exploration company. Mako 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. Mako also owns the Eagle Mountain Gold project in Guyana, South America.

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

Forward-Looking Information: Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects Mako's current beliefs, intentions and expectations, based on management's reasonable beliefs and assumptions as of the date hereof, and includes, without limitation, statements related to Mako's intention to debottleneck the Moss mine in the next few months. The forward-looking information contained in this news release is based upon a number of assumptions, risks and uncertainties, including assumptions, risks and uncertainties in respect of current and future market conditions, the execution of Mako's business strategies, operations in Mako's properties continuing without interruption, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. In addition to the risks and uncertainties disclosed herein, other factors include, but are not limited to those set forth under the caption "Risk and Uncertainties" in Mako's management's discussion and analysis for the nine months ended September 30th, 2024, and other documents filed under Mako's profile on the SEDAR+ at www.sedarplus.ca. Readers should not place undue reliance on forward-looking information, which speaks only as of the date made. Mako does not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

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.

Form 51-102F3

Material Change Report

Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations

Item 1 Name and Address of Company

Mako Mining Corp. ("Mako")
 700 - 838 West Hastings Street
 Vancouver, British Columbia
 V6C 0A6

Item 2 Date of Material Change

March 27, 2025

Item 3 News Release

A news release issued on March 27, 2025 was disseminated by Mako through Accesswire and was subsequently filed under Mako's profile on SEDAR+ at www.sedarplus.ca.

Item 4 Summary of Material Change

On March 27, 2025, Mako completed its previously announced acquisition of the Moss gold mine located in the historic Oatman District in Arizona (the "Acquisition") for an aggregate cash purchase price of US$6.49 million.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On March 27, 2025, Mako completed the Acquisition pursuant to the terms of an interest purchase agreement dated March 26th, 2025, between Mako US Corp. ("Mako US") as buyer, Wexford EG Acquisition LLC as vendor, EG Acquisition LLC ("EGA") as target and Mako as buyer guarantor, pursuant to which Mako US acquired 100% of the ownership interests in EGA, a recently created private company controlled by Mako's controlling shareholder, Wexford Capital LP (collectively with its managed funds, "Wexford"), that acquired 100% of the shares of Golden Vertex Corp. ("GVC"), the operating subsidiary of the Moss mine, under a CCAA proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31st, 2024.

The aggregate purchase price for the Acquisition was US$6.49 million, paid in cash, reflecting Wexford's approximate acquisition and closing costs of US$4.9 million plus US$1.59 million of equity contributions made by Wexford to cover initial operational costs at the beginning of January 2025. This equates to the approximate cost basis of EGA's investment in GVC. Since December 31st, 2024, a total of 1,593 ounces of gold and 11,023 ounces of silver have been produced for a value of approximately US$4.8 million, generating net cash of approximately US$3.0 million. Furthermore, Trisura Guarantee Insurance Company has agreed to release approximately US$1.5 million of the US$3.0 million held as collateral for various environmental bonds held at the Moss Mine. The two aforementioned cash inflows have effectively reduced Mako's net cash acquisition cost to approximately US$2.0 million, which is a small fraction of Mako's current monthly cash flow.

No purchase price adjustments were made in connection with the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation, which are still before the United States Bankruptcy Court for the District of Arizona.

Related Party Transaction

As the Acquisition completed by Mako involved Mako's controlling shareholder, Wexford, the transaction is considered a related party transaction for Mako within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, the Board of Directors of Mako appointed, and approved the transaction upon the recommendations of, a special committee of independent directors which assisted in the evaluation, negotiation and supervision of all matters relating to the acquisition transaction. The Acquisition did not have any impact on the percentage of securities of Mako beneficially owned or controlled by Wexford. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, Mako was exempt from obtaining a formal valuation and minority approval of its shareholders for the transaction on the basis that the fair market value of the transaction was below 25% of Mako's market capitalization, as determined in accordance with MI 61-101.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

 Not applicable.

Item 7 Omitted Information

 No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Akiba Leisman
Chief Executive Officer
Tel: 917-558-5289
Email: aleisman@makominingcorp.com

Item 9 Date of Report

April 4, 2025

Cautionary Note Regarding Forward Looking Information

Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects Mako's current beliefs, intentions and expectations, based on management's reasonable beliefs and assumptions as of the date hereof. The forward-looking information contained in this report is based upon a number of assumptions, risks and uncertainties, including assumptions, risks and uncertainties in respect of current and future market conditions, the execution of Mako's business strategies, operations in Mako's properties continuing without interruption, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. In addition to the risks and uncertainties disclosed herein, other factors include, but are not limited to those set forth under the caption "Risk and Uncertainties" in Mako's management's discussion and analysis for the nine months ended September 30th, 2024, and other documents filed under Mako's profile on the SEDAR+ at www.sedarplus.ca. Readers should not place undue reliance on forward-looking information, which speaks only as of the date made. Mako does not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws. All of the forward-looking information contained in this report is expressly qualified by the foregoing cautionary statements.

 

CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2024

 

 

 

 

  Independent auditor's report
 
  To the Shareholders of Mako Mining Corp.
 
  Our opinion
   
  In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Mako Mining Corp. and its subsidiaries (together, the Company) as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

What we have audited
The Company's consolidated financial statements comprise:
   
 
  • the consolidated statements of financial position as at December 31, 2024 and 2023;
  • the consolidated statements of income and comprehensive income (loss) for the years then ended;
  • the consolidated statements of changes in shareholders' equity for the years then ended;
  • the consolidated statements of cash flows for the years then ended; and
  • the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.
  Basis for opinion
   
  We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.
   
  Key audit matters
   
  Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
   
   
  PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com

"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

 

 

 

 

  Key audit matter

 How our audit addressed the key audit matter
 

Stockpiled ore inventory net realizable value assessment

Refer to note 5 - Material accounting policies, note 6 - Estimation uncertainty and judgments in applying the Company's accounting policies and note 9 - Inventories to the consolidated financial statements.

The Company's stockpiled ore inventory balances amounted to $14.3 million as at December 31, 2024. Inventories are stated at the lower of weighted average cost and net realizable value (NRV). The NRV of stockpiled ore is calculated by management based on estimated recoverable ounces of gold within stockpiled ore inventory, and the forecasted gold price per ounce, less the estimated costs of completion and selling expenses. If there is a subsequent increase in the NRV of stockpiled ore, the previous write-downs to NRV are reversed to the extent that the related inventory has not been sold. During the year, no NRV write-down was recorded for stockpiled ore inventory.

We considered this a key audit matter due to the significant judgment applied by management in developing the estimated NRV, including assumptions related to estimated recoverable ounces of gold within stockpiled ore, the forecasted gold price per ounce, estimated costs of completion and selling expenses. This, in turn, led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to these assumptions used by management.

Our approach to addressing the matter included the following procedures, among others:

  • Tested how management determined the NRV of stockpiled inventory, which included the following:

− Tested the mathematical accuracy of the NRV calculations.

− Tested the underlying data used in the NRV calculations, including estimated volumes and related cost of the inventory.

− Evaluated the reasonableness of assumptions used by management by comparing:

  • the forecasted gold price per ounce with external market and industry data; and

  • the estimated costs of completion and selling expenses with recent actual costs incurred.

  • The work of management's experts was used in performing the procedures to evaluate the reasonableness of the estimated recoverable ounces of gold within stockpiled inventory. As a basis for using this work, the competence, capabilities and objectivity of management's experts was evaluated, the work performed was understood and the appropriateness of the work as audit evidence was evaluated. The procedures performed also included evaluation of the methods and assumptions used by management's experts, tests of the data used by management's experts and an evaluation of their findings.

 

  Other information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
   
  Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.
   
   
  Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

  As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

   
 

The engagement partner on the audit resulting in this independent auditor's report is Melanie Matthews.

/s/PricewaterhouseCoopers LLP


Chartered Professional Accountants

Vancouver, British Columbia
April 10, 2025

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Expressed in thousands of United States dollars

As at Note   December 31,     December 31,  
  2024     2023  
   
               
ASSETS              
Current              
Cash and cash equivalents   $ 14,521   $ 1,498  
   Receivables, prepaids and other current assets 8   1,733     1,102  
   Inventories 9   11,087     13,849  
   Gold stream derivative asset 10   33     265  
Total current assets     27,374     16,714  
               
Inventories 9   9,711      4,274   
Other assets 8   235     289  
Mining interest, plant and equipment 11   69,762   $  20,532  
TOTAL ASSETS   $  107,082   $ 41,809  
               
LIABILITIES AND SHAREHOLDERS' EQUITY              
Current liabilities              
Accounts payable and accrued liabilities 12 $ 14,798   $ 6,506  
Term loans and derivative liabilities 13   1,803     3,152  
Total current liabilities     16,601      9,658   
               
Accrued liabilities 12   1,165     943  
Provision for reclamation and rehabilitation 14   4,363     3,064  
Deferred income taxes 21   3,224     -  
Term loans and derivative liabilities 13   4,806     7,516  
Total liabilities     30,159     21,181  
               
Shareholders' equity              
   Share capital 15   121,778     87,869  
   Contributed surplus 15   16,321     12,552  
   Accumulated other comprehensive income     2,837     1,324  
   Deficit     (64,013 )   (81,117 )
Total shareholders' equity   $ 76,923     20,628  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     107,082     41,809  

Events after the reporting period (Note 24)
Commitment (Note 11 (b))

Approved by the Audit Committee of the Board of Directors on April 8, 2025

"John Hick", Audit Committee Chair "Akiba Leisman", Director

1 | P a g e
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
Expressed in thousands of United States dollars, except per share amounts

      December 31,     December 31,  
For the year ended Note   2024     2023  
               
Revenue 10 & 16(c)(ii) $ 91,608   $ 65,432  
Production services revenue     468     516  
      92,076     65,948  
Cost of sales              
   Production costs     (38,222 )   (28,622 )
   Write-down of inventories     -     (1,169 )
   Depreciation, depletion and amortization     (7,469 )   (13,321 )
      (45,691 )   (43,112 )
Gross profit     46,385     22,836  
Exploration and evaluation expenses     (3,263 )    (4,356 ) 
General and administrative expenses 19   (8,649 )   (7,194 )
Other income (expense)              
   Accretion and interest expense 20   (971 )   (1,449 )
   Change in provision for reclamation and rehabilitation     -     (31 )
   Change in fair value of derivative liability 13(b)(c)   (1,727 )   (913 )
   Loss on gold stream derivative asset 10   (232 )   (86 )
   Loss on settlement of reclamation liability 14 (b)   (94 )   -  
   Remeasurement loss from change in timing of cash flow on the Wexford Loan 13(a)   (483 )   -  
   Foreign exchange loss     (1,665 )   56  
   Interest income     48     20  
Income before income taxes     29,349     8,883  
Income tax expense 21   (6,973 )   (2,084 )
Deferred income tax 21   (3,224 )   -  
Income for the year   $ 19,152   $ 6,799  
Other comprehensive income              
Income for the year     19,152     6,799  
Items subject to reclassification into statement of income:              
    Foreign currency translation adjustment     1,513     (78 )
Other comprehensive income (loss) for the year     1,513     (78 )
Comprehensive income for the year   $ 20,665   $ 6,721  
Basic income per common share   $ 0.27   $ 0.10  
Diluted income per common share   $ 0.26   $ 0.10  
Weighted average common shares outstanding - basic (thousands)     72,086     65,776  
Weighted average common shares outstanding - diluted (thousands)     73,712     66,513  

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Expressed in thousands of United States dollars, except per share amounts

    Number
of shares
(000s)		     Share capital     Contributed
surplus		     Accumulated
other
comprehensive
income (loss)		     Deficit     Total  
Balance at December 31, 2022   65,743   $ 88,021   $ 12,087   $ 1,402   $ (87,840 ) $ 13,670  
Shares cancelled (NCIB)   (268 )   (337 )   -     -     (76 )   (413 )
Common shares issued on RSU vesting   76     185     (185 )   -     -     -  
Share-based compensation   -     -     650     -     -     650  
Net income   -     -     -     -     6,799     6,799  
Other comprehensive loss   -     -     -     (78 )   -     (78 )
Balance at December 31, 2023   65,551   $ 87,869   $ 12,552   $ 1,324   $ (81,117 ) $ 20,628  
Shares cancelled (NCIB)   (1,997 )   (2,651 )   -     -     (2,048 )   (4,699 )
Shares issued on exercise of options   1,767     3,436     (917 )   -     -     2,519  
Shares issued on exercise of warrants   4     10     (3 )   -     -     7  
Common shares, replacement options and warrants issued on the acquisition of Goldsource (Note 7)   13,160     32,049     2,185     -     -     34,234  
Common shares issued on RSU vesting   396     504     (504 )   -     -     -  
Common shares issued on DSU vesting   71     101     (101 )   -     -     -  
Common shares issued to settle reclamation liability   297     460     -     -     -     460  
Capital contribution (Note 13 (a))   -     -     2,087     -     -     2,087  
Share-based compensation   -     -     1,022     -     -     1,022  
Net income    -     -     -     -     19,152     19,152  
Other comprehensive income   -     -     -     1,513     -     1,513  
Balance at December 31, 2024   79,249   $ 121,778   $ 16,321   $ 2,837   $ (64,013 ) $ 76,923  

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CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in thousands of United States dollars, except per share amounts

For the year ended Note   December 31,
2024		     December 31,
2023		  
               
Operating activities              
Income for the year   $ 19,152   $ 6,799  
     Non-cash items:              
         Accretion and interest expense     958     1,430  
         Depreciation, depletion and amortization     7,699     13,487  
         Deferred income tax     3,224     -  
         Change in provision for reclamation and rehabilitation     -      31   
         Writedown of inventory     -     1,169  
         Lease interest     13     18  
         Loss on settlement of liability     94     -  
         Change in fair value of derivative liability     1,727     913  
         Loss on gold stream derivative asset     232     81  
         Share-based payments     1,022     650  
         Unrealized foreign exchange loss     2,029     278  
    $ 36,150   $ 24,856  
         Changes in non-cash working capital 18   (1,699 )   (12,385 )
Net cash provided by operating activities     34,451     12,471  
Investing activities              
     Cash acquired on acquisition of Goldsource     517     -  
     Transaction costs related to acquisition of Goldsource     (824 )   -  
     Expenditures on mining interest, plant and equipment     (12,878 ) $ (4,764 )
     Net cash used in investing activities   $ (13,185 ) $ (4,764 )
Financing activities              
Purchase of common shares - NCIB     (4,698 )   (413 )
Proceeds from exercise of options     2,524     -  
Sailfish Silver Loan     -     6,000  
Repayment of Sailfish Silver Loan     (3,630 )   (2,316 )
Sailfish Silver Loan - interest paid     -     (34 )
Repayment of Sailfish Loan Derivative Liability     -     (3,025 )
Drawdown on Wexford Loan     -     2,000  
Repayment on the Wexford Loan     -     (8,865 )
Repayment of interest on the Revised Wexford Loan     (314 )   -  
Repayment of principal on the Wexford Bridge Loan, acquired on acquisition of Goldsource     (1,457 )   -  
Repayment of interest on the Wexford Bridge Loan, acquired on acquisition of Goldsource     (57 )   -  
Payment to GR Silver on settlement of ARO     (500 )   -  
Payments on lease liability     (101 )   (99 )
Net cash (used in) provided by financing activities   $ (8,233 ) $ (6,752 )
Effect of foreign exchange on cash and cash equivalents     (10 )   20  
               
Cash and cash equivalents, beginning of the year     13,023     975  
Change in cash and cash equivalents     1,498     523  
Cash and cash equivalents, end of year   $ 14,521   $ 1,498  

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

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 British Columbia Corporations Act. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol MKO. 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.

On July 3, 2024, the Company acquired Goldsource Mines Inc. (individually, or collectively with its subsidiaries, as applicable, "Goldsource"), whereby Mako acquired all of Goldsource's issued and outstanding common shares, resulting in the acquisition of the Eagle Mountain Property, in Guyana, South America (Note 7).

Mako is a gold mining and exploration company. The Company's primary asset is the San Albino mine, an open pit mine located in Nicaragua, which commenced commercial production on July 1, 2021. In addition to its mining operation, Mako continues to explore its other concessions in Nicaragua and Guyana. Refer to Note 24 (a)).

2. BASIS OF PRESENTATION

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").

These consolidated financial statements were authorized for issue by the Board of Directors on April 8, 2025.

(b) Basis of presentation

These 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 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.

5 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The consolidated financial statements of the Company include the following subsidiaries:

Subsidiary Referred
to as		 Place of
incorporation		 Ownership
interest		 Principal activity
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% Incorporated on June 19, 2019, service company
Goldsource Mines Inc. "Goldsource" Canada 100% Parent company to EMGC
Eagle Mountain Gold Corp. "EMGC" Canada 100% Parent company to SGI
Stronghold Guyana Inc. "Stronghold" Guyana 100% Holds mineral interest in Guyana, exploration activities; and has a 98% interest in a joint

3. NEW ACCOUNTING POLICIES AND STANDARDS ADOPTED

IAS 1, Presentation of Financial Statements (“IAS 1”)
In October 2022, the IASB issued amendments to IAS 1 titled Noncurrent Liabilities with Covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 replace and incorporate the previous amendments, Classification of Debt as Current or Non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. Effective January 1, 2024, the Company adopted these amendments with no material impact on the financial statements.

4. RECENT IFRS PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures

In May 2024, the IASB issued amendments to update the classification and measurement requirements in IFRS 9 and related disclosure requirements in IFRS 7 as follows:

The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early application permitted for certain provisions. The Company is currently assessing the effect of these amendments to its financial statements in future periods.

IFRS 18, Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided ("management-defined performance measures"), IFRS 18 requires additional disclosure around those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. The Company is currently assessing the effect of this new standard to its financial statements in future periods.

5. MATERIAL ACCOUNTING POLICIES

(a) Cash and cash equivalents

Cash and cash equivalents include cash, term deposits and short-term highly liquid investments with an original term to maturity of three months or less.

(b) Functional and presentation currency

The financial statements of each company within the consolidated group are measured using their functional currency which is the currency of the primary economic environment in which an entity operates. The functional currency of the parent company, Mako, and its subsidiaries Goldsource and EMGC, is the Canadian dollar, Stronghold is the Guyanese dollar and the functional currency of its remaining subsidiaries is the United States dollar (“US dollar”).

The presentation currency of these consolidated financial statements is the US dollar.

Transactions and balances

Transactions in currencies other than the entity’s functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the financial reporting date while non-monetary assets and liabilities are translated at historical rates. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the consolidated statement of income and comprehensive income.

Parent and subsidiary companies

The financial statements of entities that have a functional currency different from the presentation currency are translated into US dollars as follows:

All resulting changes are recognized in other comprehensive income as currency translation differences and taken into a separate component of equity. These differences are recognized in the consolidated statement of income in the period in which the operation is disposed of.

7 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(c) Business combinations

A business combination requires that the assets acquired and liabilities assumed constitute a business. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income or generating other income from ordinary activities. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.

Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business as the Company considers other factors to determine whether the set of activities or assets is a business.

The Company has an option to apply a ‘concentration test’ to assess whether an acquired set of activities and assets are not a business. If substantially all of the fair value of the gross assets acquired are concentrated in a single, identifiable asset or group of similar identifiable assets, the concentration test is met, and the transaction is accounted for as an asset acquisition. In such cases, the acquirer identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the net assets is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event will not give rise to goodwill. Acquisition-related costs in an asset acquisition are recognized as part of the cost of the assets acquired.

Business combinations are accounted for using the acquisition method whereby acquired assets and liabilities are 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. Non-controlling interest in an acquisition may be measured at either fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s net identifiable assets.

(d) Inventories

Inventories are valued at the lower of weighted average cost and net realizable value (“NRV”). NRV is the estimated selling price, less the estimated costs of completion and selling expenses. For supplies and spare parts NRV is estimated based on replacement costs. Any write-downs of inventory to NRV are recorded as cost of sales in the consolidated statement of income or loss. If there is a subsequent increase in the value of inventories, the previous write-downs to NRV are reversed to the extent that the related inventory has not been sold.

Inventory includes work in progress inventory in the form of stockpiled ore and ore in-circuit inventory, finished goods inventory, and supplies and spare parts.

Cost of work in progress inventory and finished goods includes all direct costs incurred in production including mining; crushing, leaching and processing; site administration costs; and allocated indirect costs, including depreciation and amortization of mineral property, plant and equipment. Inventory costs are charged to production costs on the basis of the quantity of metal sold. Cost of supplies and spare parts inventory include acquisition, freight and other directly attributable costs.

8 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(e) Exploration and evaluation expenditures

All exploration and evaluation expenditures are expensed, except for costs related to the acquisition of exploration and evaluation assets which are capitalized.

Management reviews the capitalized costs on its exploration and evaluation assets to consider if there is an impairment to take into consideration arising from current exploration results and management’s assessment of the exploration results and of the future probability of profitable operations from the property, or likely gains from the disposition or option of the property. Indicators of impairment considered by management include: (i) the duration which the Company has the right to explore in the area has expired during the year or will expire in the near future, (ii) substantive expenditure on further exploration for an evaluation of mineral resources in the area is neither budgeted nor planned, (iii) based on the technical reports prepared by management’s experts, whereby sufficient data exists to support that extracting the mineral resources will not be technically feasible or commercially viable and (iv) other facts and circumstances suggest that the carrying amount exceeds the recoverable amount. If a property is abandoned, or considered to have no future economic potential, the acquisition and accumulated exploration and evaluation costs are written off to the statement of income. If the carrying value of a project exceeds its estimated value, an impairment provision is recorded.

When technical feasibility and commercial viability of extracting a mineral resource from a particular mineral property has been determined, exploration and evaluation assets are reclassified to development assets within mineral property, plant and equipment and are subject to impairment test at the time of
transfer.

(f) Right-of-use asset and lease liabilities

The Company assesses whether a contract is or contains a lease at inception of a contract. The Company recognizes a right-of-use asset (“ROU asset”) and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, at the commencement of the lease, with the following exceptions:

The ROU asset is initially measured based on the present value of lease payments, lease payments made at or before the commencement day, and any initial direct costs. They are subsequently measured at cost less accumulated amortization and impairment losses. The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for impairment if there is an indicator of impairment.

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments include fixed payments and any variable lease payments where variability depends on an index or rate, less any lease incentives.

When the lease contains an extension or purchase option that the Company uses its incremental borrowing rate. Lease payments include fixed payments and any variable lease payments where variability depends on an index or rate, less any lease incentives. When the lease contains an extension or purchase option that the Company considers reasonably certain to be exercised, the cost of the option is included in the lease payments.

9 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

Variable lease payments that do not depend on an index or rate are not included in the measurement of the ROU assets and lease liabilities. The related payments are recognized as an expense in the period in which the triggering event occurs and are included in the consolidated statements of income and comprehensive income.

(g) Mining interest, plant and equipment

Mineral properties

Mineral properties are carried at cost, less accumulated depletion and any accumulated impairment charges. Costs include:

Mining properties are depleted over the economic life of the property on a units-of-production basis based on mineralized tonnes from the estimated measured and indicated and inferred resources that are reasonably expected to be converted to proven and probable reserves.

Capitalization of costs incurred ceases when the mining property is capable of commencement of mining operations in the manner intended by management. Costs incurred prior to this point, including depreciation of related plant and equipment, are capitalized. The Company applies judgment in its assessment of when a mine is capable of operating in the manner intended by management which takes account of the design of the mine and the nature of the initial commissioning phase of the mine. Costs incurred after the property is placed into production that increase production volume or extend the life of a mine are capitalized.

Deferred Stripping
In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically. The process of mining overburden and waste materials is referred to as stripping.

During the development stage of the mine, stripping costs are capitalized as part of the cost of building, developing and constructing the mine and are amortized once the mine has entered the production stage.

During the production stage of a mine, stripping costs are recorded as a part of the cost of inventories unless these costs are expected to provide a future economic benefit and, in such cases, are capitalized to mineral property, plant and equipment.

Production stage stripping costs provide a future economic benefit when:

Capitalized production stage stripping costs are amortized over the expected units of production of the identified component of the ore body that becomes more accessible as a result of the stripping activity. 

10 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

Plant and equipment
Plant and equipment are carried at cost, less accumulated amortization and impairment losses. Cost comprises the fair value of consideration given to acquire an asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use along with the future cost of dismantling and removing the asset. When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment.

Amortization is calculated over the useful life on a straight-line basis as follows:

The plant was depreciated on a units-of-production basis based on recoverable ounces from the estimated measured, indicated and inferred resources through September 30, 2022, when the Company changed its depreciation method to straight-line. This was done to best reflect the expected pattern of consumption of the future economic benefits of the asset as well as its best estimate of the remaining useful life of the asset being two (2) years from October 1, 2022. On June 1, 2023, the estimated remaining useful life of the plant was extended by an additional 55 months based on the revised remaining useful life of the asset. As at December 31, 2024, the remaining useful life of the plant was 36 months.

(h) Impairment of non-current assets

At each reporting period, the Company assesses whether there is an indication that an asset or group of assets may be impaired. When impairment indicators exist, or when the decision to proceed with the development of a particular project is taken based on its technical and commercial viability, the Company estimates the recoverable amount of the asset or group of assets and compares it against the carrying amount. The recoverable amount is the higher of the fair value less costs of disposal and the asset’s value in use. If the carrying value exceeds the recoverable amount, an impairment loss is recorded in the consolidated statement of income and comprehensive income for the period.

In calculating the recoverable amount, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset. The cash flows are based on best estimates of expected future cash
flows from the continued use of the asset.

(i) Provision for reclamation and rehabilitation

An obligation to incur restoration, rehabilitation and environmental costs arises when the environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs arising from the dismantling, remediation and ongoing treatment and monitoring of a mine and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operation license conditions and, when applicable, the environment in which the mine operates. Discount rates using a pre-tax rate that reflects the time value of money and the risk associated with the liability are used to calculate the net present value. These costs are capitalized and then charged against the consolidated statement of income and comprehensive income over the economic life of the related asset, through amortization using the unit of-production. The corresponding liability is progressively increased as the effect of discounting unwinds creating a finance expense in the consolidated statement of income and comprehensive income.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

Decommissioning costs are also adjusted at each reporting date for changes in estimates. These may include revised expected cash flows, the timing of the cash flows and discount rate. Those adjustments are accounted for as a change in the corresponding capitalized cost, except where a reduction in costs is greater than the unamortized capitalized cost of the related assets, in which case the capitalized cost is reduced to nil and the remaining adjustment is recognized in the consolidated statement of income and comprehensive income. The operations of the Company have been, and may in the future be, affected by changes in environmental regulations, including those for site restoration costs.

(j) Share-based payments awards

The grant date fair value of the estimated number of share-based payments awarded to employees, officers and directors that will eventually vest, is recognized as share-based compensation expense over the vesting period of the stock options with a corresponding increase to equity. The grant date fair value of each stock option is estimated on the date of the grant using the Black-Scholes option-pricing model and is expensed over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest and adjusts the amount of recorded compensation expense accordingly. The impact of the revision of the original estimates, if any, is recognized in the statement of operations or capitalized in mining properties such that the accumulated expense reflects the revised estimate, with a corresponding adjustment to contributed surplus.

For transactions with non-employees, the fair value of equity settled awards is measured at the fair value of the goods or services received, at the date the goods or services are received by the Company. In cases where the fair value of goods or services received cannot be reliably estimated, the Company estimates the fair value of the awards at the date of grant.

(k) Revenue recognition

The Company’s primary source of revenue is from the sale of gold. The refiners who received doré from the Company, refine the materials on the Company’s behalf.

Refined metals are sold at spot prices and revenue is recognized on the trade settlement date. 

Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Revenue from the sale of goods is recognized when control has transferred, which is generally considered to occur when title passes to the customer. Once the title has passed to the customer, the significant risks and rewards of ownership have been transferred, and the customer is able to direct the use of and obtain substantially all of the remaining benefits from the goods. Revenue from the sale of silver is accounted for as a by-product and is recorded as a credit to production costs as all silver produced is currently being used to settle the Company’s Sailfish Silver Loan Derivative Liability (Note 13(c)).

(l) Earnings per share

Basic earnings per share (“EPS”) is calculated based on the weighted average number of common shares issued and outstanding during the period.

Diluted EPS is calculated using the treasury stock method and if converted method, as applicable. Under the treasury stock method, the dilutive effect on EPS is calculated presuming the exercise of outstanding options, warrants and similar instruments with an average exercise price below the market price of the underlying shares. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. The if converted method assumes that all equity settled share units have been converted in  determining diluted EPS if they are in-the money, except where such conversion would be anti-dilutive. The calculation of diluted loss per share excludes the effects of various conversions and exercises of options and warrants that would be antidilutive.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(m) Income tax

Income tax is recognized in net income (loss) for the period except to the extent that it relates to items recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or equity, respectively.

Deferred tax is provided using the balance sheet method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Mining taxes and royalties are considered to have the characteristics of an income tax when they are imposed under government authority and the amount payable is calculated by reference to taxable income. Obligations arising from royalty arrangements and other types of taxes that do not satisfy these criteria are recognized as current provisions and included in cost of sales.

(n) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. All financial instruments are initially recorded at fair value, adjusted for directly attributable transaction costs. The Company determines each financial instrument’s classification upon initial recognition. Measurement in subsequent periods depends on the financial instrument’s classification.

Financial assets
Financial assets are classified and measured at: fair value through profit and loss (“FVTPL”), fair value through other comprehensive income (“FVOCI”) and amortized cost. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. Measurement and classification of financial assets is dependent on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset i.e. whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.

Financial assets at amortized cost (debt instruments)
The Company measures financial assets at amortized cost if both of the following conditions: the financial asset is held with the objective to collect contractual cash flows; and the contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest (“SPPI”). This is referred to as the SPPI test.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

Financial assets at amortized cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Interest received is recognized as part of finance income. Gains and losses are recognized when the asset is derecognized, modified or impaired.

The Company’s financial assets at amortized cost include: cash equivalents and receivables.

Financial assets at FVTPL
Financial assets at FVTPL include financial assets held for trading, financial assets designated upon initial recognition at FVTPL, or financial assets mandatorily required to be measured at fair value i.e. that fail the SPPI test. Derivatives are classified as held for trading unless they are designated as effective hedging instruments.

Financial assets at FVTPL are carried in the statement of financial position at fair value with net changes in fair value recognized in the consolidated statement of income.

An embedded derivative will often make a financial asset fail the SPPI test thereby requiring the instrument to be measured at FVTPL in its entirety.

The Company’s financial assets at FVTPL include: gold stream derivative.

Impairment
An expected credit loss (“ECL”) impairment model applies which requires a loss allowance to be recognized based on ECLs. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original EIR, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

Financial liabilities at FVTPL
Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVTPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments that are not designated as hedging instruments.

Gains or losses on financial liabilities at FVTPL are recognized in the consolidated statement of income and comprehensive income.

The Company’s financial liabilities at FVTPL include: derivative liability.

Loans and borrowings and payables
After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of comprehensive income. Gains and losses are recognized when the financial liability is derecognized.

14 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The Company’s financial liabilities at amortized cost include:

A financial liability is derecognized when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of income and comprehensive income.

(o) Fair value measurement

From time to time, the fair values of non-financial assets and liabilities are required to be determined, e.g., when the entity acquires a business, or where an entity measures the recoverable amount of an asset or a cash generating unit at fair value less cost of disposal (“FVLCD”).

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.

6. ESTIMATION UNCERTAINTY AND JUDGMENTS IN APPLYING THE COMPANY’S ACOUNTING POLICIES

The preparation of these 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.

Outlined below are the key areas which require management to make significant judgements, estimates and assumptions in determining carrying values.

Areas where estimation uncertainty have the most significant effect on the amounts recognized in the consolidated financial statements include:

(a) Estimated mineral resources

Mineral resources are estimates of the amount of metal that can be extracted from the Company’s properties, considering both economic and legal factors. The Company estimates the quantity and/or grade of its mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires judgments to interpret the complex geological data. Calculating mineral resources is based upon factors such as estimates of metallurgical recoveries along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the mineral resources may affect the Company’s financial position in a number of ways, including:

15 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(b) Reclamation and remediation provisions

Reclamation and remediation provisions represent the present value of estimated future costs for the reclamation of the Company’s mines and properties. These estimates include assumptions as to the cost of services, timing of the reclamation work to be performed, inflation rates, foreign exchange rates and interest rates. The reclamation and closure estimates are more uncertain the further into the future the activities are to be performed.

The actual cost to reclaim a mine may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mine. Management periodically reviews the reclamation requirements as new information becomes available and will assess the impact of new regulations and laws as they are enacted. Any changes to assumptions will result in an adjustment to the provision which affects the Company’s liabilities and either its mining interest, plant and equipment or statement of income.

(c) Depreciation, depletion and amortization

The Company uses the units of production method to deplete mineral properties and the straight-line method to amortize plant and equipment. The calculation of the unit of production rate and the useful life and residual values of plant and equipment, and therefore the annual depletion and depreciation expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of changes in the Company’s mine plans, changes in the estimation of mineral resources and changes in the estimated remaining life or residual value of plant and equipment.

Areas where accounting policy judgements have the most significant effect on the amounts recognized in the consolidated financial statements include:

(d) Exploration versus Development Expenditures

The classification of exploration versus development expenditures requires management to make significant judgements. Exploration expenditures are incurred during the search for mineral resources, while development expenditures relate to preparing identified resources for commercial production.

Judgement is required to determine the point at which exploration activities transition to development activities, which involves assessing factors such as the technical feasibility and commercial viability of extracting the resource. These judgements are made considering the specific circumstances of each project and are reviewed periodically to reflect any changes in economic or operational factors.

These determinations can materially impact the financial statements, as exploration expenditures are expensed as incurred, whereas development expenditures may be capitalized as part of the asset's cost.

(e) 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 Goldsource was determined to be a purchase of assets (Note 7).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(f) Silver obligations

The carrying value of the Sailfish Silver Loan represents management’s best estimate of the fair value of the arrangement. The fair value incorporates estimates of silver prices and discount rates. Judgment was made in determining that it’s a derivative. (Refer to note 13(c)).

(g) Deferred income taxes

The determination of income tax expense and deferred income tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred income taxes or the timing of tax payments.

(h) Impairment of non-current assets

Management applies significant judgment in its assessment and evaluation of asset or cash generating units at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company’s mineral properties, plant and equipment. External sources of information considered are changes in the Company’s economic, legal and regulatory environment, which it does not control, but affect the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets. Calculating the fair value less costs of disposal of cash generating units for impairment tests requires management to make estimates and assumptions with respect to future production levels, operating, capital and closure costs, future metal prices and discount rates. Changes in any of the assumptions or estimates used in determining the fair values could impact the impairment analysis.

(i) Stockpiled ore and ore in-circuit net realizable value

Management applies significant judgment in developing the NRV of stockpiled ore and ore in-circuit inventory, including assumptions related to estimated recoverable ounces of gold within stockpiled ore and ore in-circuit inventory, the estimated forecasted gold price per ounce, estimated costs of completion and selling expenses.

7. ACQUISITION OF GOLDSOURCE MINES INC.

On July 3, 2024, the Company completed the acquisition of all the issued and outstanding common shares of Goldsource, by way of a plan of arrangement (the “Transaction”). In doing so, the Company acquired 100% of the Eagle Mountain Project, located in Guyana. Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Eagle Mountain Project and therefore accounted for the transaction as an asset acquisition. The former shareholders of Goldsource received 0.22 of a Mako common share for every one Goldsource share held (the “Exchange Ratio”). Additionally, the Company adjusted the Goldsource options and warrants with equivalent Mako options and warrants with the number of such securities issuable and exercise prices adjusted by the 0.22 Exchange Ratio.

17 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The purchase price of the acquisition was $35,062,532 consisting of the fair value of Mako common shares issued of $32,048,774, based on the issuance of 13,159,860 common shares of Mako at C$3.34 per share; the fair value of Mako replacement stock options of $1,461,436 (1,181,950 equivalent stock options for Mako common shares); and the fair value of Mako replacement warrants of $723,301 (841,503 equivalent warrants for Mako common shares). Mako incurred acquisition related costs of $829,021, mainly relating to external legal and advisory fees and due diligence costs, which were capitalized and included as a cost of acquiring the net assets.

The replacement stock options have been valued using the Black-Scholes option pricing model based on a risk-free interest rate ranging from 3.57% to 4.05%, an expected volatility of between 26.90% and 69.44%, and expected average life of up to 4.42 years. The replacement warrants have been valued using the Black-Scholes option pricing model based on a risk-free interest rate of 4.05%, an expected volatility of 57.55%, and expected life of 0.88 years.

Total purchase price was determined as follows:

    $  
Common share issued   32,049  
Stock options replaced   1,461  
Warrants replaced   723  
    34,233  
Goldsource Transaction costs   829  
    35,062  

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Fair value of net assets acquired and (liabilities) assumed   As at July 3, 2024  
Assets acquired and liabilities assumed:      
Cash $ 517  
Amounts receivable and prepaid expenses   454  
Building, vehicles and equipment   402  
Mining interest   37,685  
Less:      
Accounts payable and accrued liabilities   (1,225 )
Provision for reclamation and rehabilitation   (1,265 )
Wexford Bridge Loan and accrued interest   (1,506 )
  $ 35,062  

As part of the liabilities assumed in the Goldsource Transaction, the Company also assumed a loan of C$2,000,000 from the Wexford Lenders (the “Wexford  Bridge Loan”) (also refer to Note 13(a)). The Wexford Bridge Loan was unsecured and incurred interest at a rate of 12% per annum, payable semiannually, and matures on March 26, 2025.

Following the completion of the Goldsource Transaction, the Company extinguished the Wexford Bridge Loan with a payment of $1,513,715 (C$2,077,589) made on July 22, 2024.

As at December 31, 2024, the balance outstanding on the Wexford Bridge Loan was $nil.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

 8. RECEIVABLES, PREPAIDS AND OTHER ADVANCES

As at   December 31,
2024		     December 31,
2023		  
Trade receivable $ 321   $ 304  
Prepaid expenses   715     328  
Supplier advances and deposits   637     263  
Other   60     207  
    1,733     1,102  
Disclosed as non-current:            
Prepaid expenses   35     -  
Supplier advances and deposits   171     289  
Deferred transaction costs   29     -  
    235     289  
  $ 1,968   $ 1,391  

9. INVENTORIES

As at   December 31,
2024		     December 31,
2023		  
Stockpiled ore $ 6,645   $ 9,265  
Ore in-circuit   1,501     1,232  
Finished metal   232     278  
Supplies and spare parts   2,709     3,074  
    11,087     13,849  
Disclosed as non-current:            
Stockpiled ore   7,651     4,274  
Supplies and spare parts   2,060     -  
    9,711     4,274  
  $ 20,798   $ 18,123  

As at December 31, 2024 and 2023, ore in-circuit, finished metal and stockpiled ore was recorded at cost. During the year ended December 31, 2024, no write downs were recorded (2023: stockpiled ore was written down by $1,168,593).

During the year ended December 31, 2024, management reclassified supplies and spare parts as noncurrent assets if they were intended for use beyond a 12-month period.

10. GOLD STREAM DERIVATIVE ASSET

Gold stream derivative asset arises from the amended gold stream agreement the Company entered into with Sailfish Royalty Corp. (“Sailfish”) (also refer to Note 13(c)) in November 2018 whereby the Company received $1,096,051 (the “Gold Stream Advance”) which was recorded as a credit to the mineral property. At that time, it was determined to be a disposition of mineral interest. In return for the Gold Stream Advance, the Company is required to deliver 4% of gold production to Sailfish and is to receive a payment at 25% of the market price of the gold delivered. Effectively the Company sold 4% of the gold mineralization relating to the mineral property and is being paid for services relating to the processes required to obtain the finished metal. As the price of gold is not closely related to the price of the services being provided, the contract to provide these services contains an embedded derivative that requires separation from the host contract.

19 | P a g e
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The contract to deliver to Sailfish its 4% of gold production, in return for 25% of the market value of the gold delivered, contains an embedded derivative that was previously of minimal value. This derivative consists of a "swap" of the variable payment based on the price of gold for the fixed price implied by the contract. As at December 31, 2024, this derivative was determined to be an asset of $33,286 (December 31, 2023: $264,900) based on current spot and future gold prices, and projected deliveries under the contract, all of which is disclosed as a current asset in the statement of financial position.

For the year ended December 31, 2024, the Company delivered a total of 782 (2023: 1,058) ounces of gold to Sailfish, pursuant to this agreement. In exchange the Company received $468,218 (2023: $510,400) and there was a loss in the change in fair value on the derivative of $231,614 for the year ended December 31, 2024 (2023: $86,323).

11. MINING INTEREST, PLANT AND EQUIPMENT

    San Albino
Project		     Plant     Exploration
Projects		     Land &
Building		     Equipment     Right-of-
use asset		     Total  
Cost                                          
As at December 31, 2022 $ 14,808   $ 38,742   $ 765   $ 5,391   $ 3,578   $ 353   $ 63,637  
Additions   -     77     -     244     461     -     782  
Reclass assets   220     (220 )   -     -     -     -     -  
Asset retirement obligation   161     131     -     -     -     -     292  
Deferred stripping   3,798     -     -     -     -     -     3,798  
As at December 31, 2023 $ 18,987   $ 38,730   $ 765   $ 5,635   $ 4,039   $ 353   $ 68,509  
Additions   5,065     458     20     1,414     2,177     -     9,134  
Acquisition   -     -     37,655     281     121     -     38,057  
Asset retirement obligation   684     40     18     -     -     -     742  
Deferred stripping   5,887     -     -     -     -     -     5,887  
Translation of foreign operation to presentation currency   -     -     (51)     -     -     -     (51)  
As at December 31, 2024 $ 30,623   $ 39,228   $ 38,407   $ 7,330   $ 6,337   $ 353   $ 122,278  
                                           
Accumulated depreciation                                          
As at December 31, 2022 $ 9,159   $ 20,151   $ -   $ 146   $ 1,888   $ 29   $ 31,373  
Depreciation   9,671     6,210     -     39     596     88     16,604  
As December 31, 2023 $ 18,830   $ 26,361   $ -   $ 185   $ 2,484   $ 117   $ 47,977  
Depreciation   395     3,135     -     64     856     89     4,539  
As at December 31, 2024 $ 19,225   $ 29,496   $ -   $ 249   $ 3,340   $ 206   $ 52,516  
                                           
Net book value as at December 31, 2022 $ 5,649   $ 18,591   $ 765   $ 5,245   $ 1,690   $ 324   $ 32,264  
Net book value as at December 31, 2023 $ 157   $ 12,369   $ 765   $ 5,450   $ 1,555   $ 236   $ 20,532  
Net book value as at December 31, 2024 $ 11,398   $ 9,732   $ 38,407   $ 7,081   $ 2,997   $ 147   $ 69,762  

(a) Exploration projects in Nicaragua are Potrerillos at $645,000 and El Jicaro at $120,000.

(b) Exploration projects in Guyana are the Eagle Mountain Project at $37,685,000 acquired on acquisition of Goldsource.

On September 30, 2024, the Guyana Geology and Mines Commission granted a prospecting license on the Eagle Mountain Project to the Company's subsidiary, Stronghold, for a three-year term. As part of the prospecting license application, the Company is obliged to spend, by December 31, 2025, a minimum of $2,560,000 on the execution of the work program of the prospecting license.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

             
As at   December 31,
2024		     December 31,
2023		  
Accounts payable and accrued liabilities $ 10,043   $ 5,924  
Lease liability (Note 12 (a))   97     88  
Income taxes payable   4,346     271  
Surface rights acquisitions   -     200  
Due to related parties (Note 16 (a)&(b))   312     23  
Total current liabilities $ 14,798   $ 6,506  
             
Non-current liability            
Lease liability (Note 12 (a))   69     168  
Accrued liabilities (Note 12 (b))   1,096     775  
Total non-current liabilities   1,165     943  
Total accounts payable and accrued liabilities $ 15,963   $ 7,449  

(a) Lease liability

As at   December 31,     December 31,  
    2024     2023  
Opening balance $ 256   $ 337  
Lease payments made   (103 )   (99 )
Finance charges   13     18  
Closing balance   166     256  
Less: current portion   (97 )   (88 )
  $ 69   $ 168  

(a) The lease liability was discounted at a discount rate of 6%.

    $  
Total lease payments payable for the next twelve months   105  
Total lease payments payable for the next 1-3 years   71  

(b) Severance Obligation

Non-current accrued liabilities as at December 31, 2024, include severance obligation for employees at the Company’s operations in Nicaragua of $878,260 (December 31, 2023: $602,073). The severance is computed based on the years of service at the last salary of employment. Employees that work six years or more have a maximum benefit of five months’ salary. The calculation is in line with labor regulations in Nicaragua.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

 13. TERM LOANS AND DERIVATIVE LIABILITIES

As at   Wexford
Loan		     Wexford
Bridge Loan		     Sailfish Silver
Loan Derivative
Liability		     Total  
    (Note 13 (a))     (Note 7)     (Note 13 (c))        
Balance, Decemeber 31, 2022 $ 12,268   $ -   $ -   $ 12,268  
Funds received   2,000     -     6,000     8,000  
   Principal repayments made   (8,865 )   -     -     (8,865 )
   Accrued interest and cash bonus interest accrual   884     -     -     884  
   Cost to deliver 108,000 oz of silver   -     -     (2,549 )   (2,549 )
   Fair value adjustment   -     -     930     930  
Balance, December 31, 2023 $ 6,287   $ -   $ 4,381   $ 10,668  
   Liability assumed on acquisition of Goldsource   -     1,506           1,506  
Extinguishment of the original financial liability and replacement with the Revised Wexford Loan   (2,087 )   -     -     (2,087 )
   Remeasurement loss from change in timing of cash flows   483     -     -     483  
   Accretion and accrued interest   754     8     -     762  
   Repayments   (314 )   (1,514 )   -     (1,828 )
   Cost to deliver 162,000 oz of silver   -     -     (4,622 )   (4,622 )
   Fair value adjustment   -     -     1,727     1,727  
Balance, December 31, 2024 $ 5,123   $ -   $ 1,486   $ 6,609  
                         
Disclosed as follows as at December 31, 2024:                        
   Current liabilities $ 317   $ -   $ 1,486   $ 1,803  
   Non-current liabilities   4,806     -     -     4,806  
    5,123     -     1,486     6,609  

(a) Wexford Loan and Revised Wexford Loan

On February 20, 2020, the Company entered into a $15,150,000 unsecured loan facility (the "Wexford Loan") from Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Debello Trading Limited and from August 22, 2023, Wexford Focused Trading Limited (collectively, the "Lenders"), each private investment fund is managed by the Company's controlling shareholder, Wexford Capital LP ("Wexford"). The Wexford Loan may be prepaid at any time, in whole or in part, at par plus accrued but unpaid interest, without penalty or premium. The Wexford Loan bears interest at the rate of 10% per annum. The Company paid a non-refundable up-front fee of $150,000 to the Lenders on the closing of the Wexford Loan.

On August 22, 2023, the Lenders agreed to increase the loan facility by an additional $2,000,000 and advanced an additional $2,000,000 to the Company.

As at December 31, 2023, the principal of $17,150,000 was repaid and the remaining amounts owing all represented interest. Those interest amounts in turn accrue interest at 10% per annum.

On March 27, 2024, the Company entered into an eighth amending agreement for the Wexford Loan wherein the Company and the Lenders agreed to further extend the maturity date from March 31, 2025 to March 31, 2029 and to transfer the existing facility comprised of accrued interest and cash bonus interest into a new term loan with a balance of $6,287,872. The new loan accrues interest at a rate of 10% per annum compounded semi-annually and matures on March 31, 2029. Due to the substantial modification of the terms of the agreement, management accounted for this transaction as an extinguishment of the original financial liability and replacement with a new financial liability (the “Revised Wexford Loan”).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The Company used an effective interest rate of 18%, the estimated market interest rate for nonrelated parties based on comparable debt when valuing the Revised Wexford Loan upon initial recognition and assumed the accrued interest and principal would be paid at maturity. As a result, the Company recorded a capital contribution from a related party of $2,088,329 directly in contributed surplus during the year ended December 31, 2024, arising from the difference between the actual rate and the estimated market rate. The Revised Wexford Loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method.

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of $482,736.

During the year ended December 31, 2024, the Company recorded $754,017 of accretion and accrued interest on the Revised Wexford Loan all of which has been expensed.

During the year ended December 31, 2023, the Company recorded $883,618 of accrued interest and cash bonus interest on the Wexford Loan all of which has been expensed.

(b) Sailfish Loan and Derivative Liability

On August 27, 2021, the Company entered into a $8,000,000 unsecured gold-linked two-year term loan with Sailfish, a company related by common shareholders and a common director (the “Sailfish Loan”). The Sailfish Loan is to be repaid with 24 monthly payments, with each monthly payment equal to the cash equivalent of 205 ounces of gold at the average market gold price subject to a minimum price of $1,750 and a maximum price of $2,000 (the “Price Parameters”).

Management determined that the Sailfish Loan was a debt contract with an embedded derivative. By fixing the number of ounces that would have to be repaid to satisfy the debt obligation, the Company is essentially entering into a commodity forward. As the price of gold is not closely related to the host
debt contract, the forward is required to be separated from the host contract and accounted for at fair value, with any movements going through the statement of income and comprehensive income.

The embedded derivative reflects the fact that the cash payment is variable as it is linked to the fluctuating price of gold with the Price Parameters of a cap at $2,000 and a floor at $1,750 acting as call and put options.

On March 2, 2023, the Sailfish Loan was modified whereby the remaining seven payments were to be made in physical silver in lieu of cash.

As at December 31, 2023, the Sailfish Loan was fully repaid.

During the year ended December 31, 2023, the Company recorded $399,516 of finance expense accretion on the Sailfish Loan, and $17,605 of fair value adjustment on the Sailfish Loan.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(c) Sailfish Silver Loan Derivative Liability

On May 24, 2023, the Company entered into an agreement with Sailfish, whereby Sailfish advanced $6,000,000 (received, May 25, 2023) for the delivery of a fixed number of ounces of silver (13,500), on the last day of the month or the gold equivalent, for a period of 24 months (“Silver Loan”). Interest on the Silver Loan is accrued at US Prime (8.25%) plus four percent per annum, calculated daily on undelivered ounces when due. Sailfish also has the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company’s San Albino-Murra concession for an additional $1,000,000.

The Company determined that the stream obligation is a derivative liability, and as such, the stream obligation is recorded at FVTPL at each statement of financial position date.

The fair value of the stream obligation was valued using a discounted cash flow model. The significant assumptions developed by management used in the model included: the silver forward price curve and a discount rate of 32.16%.

During the year ended December 31, 2024, the Company delivered 12 installments (2023: eight) totaling 162,000 (2023: 108,000) ounces of silver.

During the year ended December 31, 2024, a change in the fair value of the Silver Loan of $1,727,270 (2023: $930,124) was recorded in change in fair value of derivative liability in the statement of income and comprehensive loss. 

As at December 31, 2024, there are four remaining installments owed by the Company totaling 54,000 ounces of silver. Refer to Note 24(b).

14. RECLAMATION AND REHABILITATION OBLIGATIONS ("ARO")

    San
Albino
Project		     Eagle
Mountain
Project		     La
Trinidad
Mine		     Total  
Balance, December 31, 2022 $ 1,820   $ -   $ 813   $ 2,633  
Cash outflows for reclamation and rehabilitation activities   -     -     (3 )   (3 )
Changes in estimate   291     -     31     322  
Accretion expense   87     -     25     112  
Balance, December 31, 2023 $ 2,198   $ -   $ 866   $ 3,064  
Liability acquired on acquisition of Goldsource   -     1,265     -     1,265  
Cash outflows for reclamation and rehabilitation activities   (4 )   -     -     (4 )
Changes in estimate   725     (13 )   -     712  
Accretion expense   130     64     -     194  
Liability extinguished   -     -     (866 )   (866 )
Translation of foreign operation to presentation currency   -     (2 )   --     (2 )
Balance, December 31, 2024 $ 3,049   $ 1,314   $     $ 4,363  

(a) The Company has recognized closure and reclamation liabilities relating to the San Albino Project and to the Eagle Mountain Project and has determined that no significant closure and reclamation liabilities exist in connection with the activities on its other properties. The Company has calculated the present value of the closure and reclamation provision as at December 31, 2024, using the undiscounted estimate of cash outflows associated with reclamation activities as $4,984,343 (December 31, 2023: $3,509,405), with $3,533,274 (December 31, 2023: $2,618,661) associated to the San Albino Project, with $1,451,069 associated to the Eagle Mountain Project and with $nil (December 31, 2023: $890,744) associated to the La Trinidad mine and. The provision was determined using discount rates ranging between 4.25% - 5.00% (December 31, 2023 - 3.93% - 4.51%) and an inflation rate ranging between 2.46% and 2.50% (December 31, 2023 - 2.43%). 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(b) Extinguishment of La Trinidad Mine ARO

On February 15, 2024, the Company entered into an agreement with GR Silver Mines Ltd. ("GR Silver") to settle all liabilities and responsibilities, including but not limited to the reclamation and rehabilitation obligations, of the Company, related to the sale of the Company's Mexican operations to GR Silver in March 2021 ("Settlement and Release Agreement").

Pursuant to the terms of the Settlement and Release Agreement, the Company made a cash payment of $500,000 to GR Silver and issued 296,710 common shares of the Company for a total payment of $960,000. A loss of $94,077 on the disposition of the liability was recognized in the statement of income and comprehensive income for the year ended December 31, 2024. 

15. SHARE CAPITAL 

(a) Authorized - Unlimited number of common shares, without par value. 

(b) Issued 

(i) On November 19, 2024, the Company commenced a normal course issuer bid ("NCIB-2025") whereby the Company intends to purchase up to an aggregate of 3,956,485 common shares of the Company, representing 5% of the common shares issued and outstanding as of that date. All common shares acquired by the Company under the NCIB 2025 will be subsequently cancelled. Purchases under the NCIB-2025 will end no later than November 18, 2025. Refer to Note 24 (c). 

(ii) On November 7, 2023, the Company commenced a normal course issuer bid ("NCIB-2024") whereby the Company approved the purchase up to a maximum of 3,290,929 common shares in the capital of the Company. All common shares acquired by the Company under the NCIB-2024 are to be subsequently cancelled. Purchases under the NCIB-2024 ended on November 6, 2024. During the year ended December 31, 2024, the Company purchased 1,996,900 common shares of the Company, under the NCIB-2024 for $4,698,613 (C$6,409,905) and allocated $2,048,168 (C$2,796,948) to deficit. These common shares were cancelled. 

(iii) During the year ended December 31, 2024, 1,767,853 common shares of the Company were issued on the exercise of 1,767,853 share options with a weighted average exercise price of C$1.95 per option for gross proceeds of $2,517,487 (C$3,439,858). The fair value of $917,808 (C$1,230,006) was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$3.27. 

(iv) During the year ended December 31, 2024, 3,696 common shares of the Company were issued on the exercise of 3,696 warrants with a weighted average exercise price of C$2.50 per warrant for gross proceeds of $6,777 (C$9,240). The fair value of $3,544 (C$4,861) was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$3.55. 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

 (v) During the year ended December 31, 2024, 395,720 common shares of the Company were issued on the vesting of 395,720 restricted share units and the fair value of $504,277 (C$672,888) was transferred from contributed surplus to share capital.

(vi) During the year ended December 31, 2024, 70,600 common shares of the Company were issued on the vesting of 70,600 deferred share units and the fair value of $100,711 (C$132,890) was transferred from contributed surplus to share capital.

(vii) On July 3, 2024, 13,159,860 common shares of the Company were issued on the acquisition of Goldsource with a value of $32,048,774. Refer to Note 7.

(viii) On March 27, 2024, 296,710 common shares of the Company were issued to GR Silver with a value of $460,000 (C$623,300). Refer to Note 14 (b).

(ix) On March 8, 2023, the Company consolidated its shares on a ten-for-one basis. All share and per share amounts in these consolidated financial statements have been adjusted retroactively to reflect this change.

(x) During the year ended December 31, 2023, 75,190 common shares of the Company were issued on the vesting of 75,190 restricted share units and the fair value of $185,462 was transferred from contributed surplus to share capital.

(c) Share options

    For the year ended     For the year ended  
    December 31, 2024     December 31, 2023  
    Number
of options		     WAEP     Number
of options		     WAEP  
Opening balance   3,736,504     C$2.62     3,370,004     C$2.68  
Granted   200,000     3.31     540,000     2.13  
Mako replacement options on acquisition of Goldsource   1,181,950     2.49     -     -  
Exercised   (1,767,853 )   1.95     -     -  
Forfeited   (45,000 )   2.13     (22,500 )   2.13  
Expired   (1,500,551 )   3.18     (151,000 )   2.27  
Ending balance   1,805,050     C$2.83     3,736,504     C$2.62  
Options exercisable   1,429,217     C$2.88     3,294,004     C$2.66  
Weighted average remaining contractual life (in years)   2.77           1.23        
WAEP = Weighted average exercise price                        

On June 25, 2024, the Company granted 200,000 stock options to an officer of the Company exercisable to acquire one common share of the Company at an exercise price of C$3.31 per share for a term of five years, expiring on June 25, 2029. The options vest as to 33.3% on the date of grant, and as to 33.3% on each of the first and second anniversary of the date of grant. The fair value of these options was calculated as $271,893 (C$371,800) using the Black-Scholes model.

On May 12, 2023, the Company granted 540,000 stock options to employees and consultants of the Company exercisable to acquire one common share of the Company at an exercise price of C$2.13 per share for a term of five years, expiring on May 12, 2028. The options vest as to 25% on the date of grant, and as to 25% on each of the first, second and third anniversary of the date of grant. The fair value of these options was calculated as $488,691 (C$656,567) using the Black-Scholes model.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

During the year ended December 31, 2024, the Company recorded share-based payments expense of $279,207 (2023: $308,140), all of which is included in general and administrative expenses.

(d) Restricted share units ("RSU")

On October 13, 2023, the Company granted 975,000 restricted share units ("RSU") to officers of the Company. The RSUs vest annually over three years commencing on October 13, 2024. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration. The fair value was C$1.36 per RSU with a total fair value of $973,039 (C$1,326,000) based on the market value of the underlying shares at the date of issuance.

On May 12, 2023, the Company granted 38,829 RSU to officers of the Company. Each RSU will vest 50% on the first anniversary of the grant date (being May 12, 2024), 25% on the one year and sixth month anniversary of the grant date (being November 12, 2024) and the remaining 25% on May 12, 2025. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration. The fair value was C$2.04 per RSU with a total fair value of $58,957 (C$79,211) based on the market value of the underlying shares at the date of issuance.

For the year ended December 31, 2024, total share-based compensation relating to RSUs was $543,254 (2023: $254,250), of which all is included in general and administrative expenses.

For the year ended December 31, 2024, 395,720 RSUs vested, 33,590 RSUs were cancelled and 72,724 RSUs were forfeited.

As at December 31, 2024, there were 586,985 (December 31, 2023 - 1,089,019) RSUs outstanding.

(e) Deferred share units ("DSU")

On October 16, 2023, the Company granted 275,000 deferred share units ("DSU") to the Company's directors. Each DSU will vest on the director's termination of service and is exercisable into one common share entitling the holder to receive the common share for no additional consideration or receive the cash equivalent or a combination thereof, at the discretion of the Company. The fair value was C$1.36 per DSU with a total fair value of $274,445 (C$374,000) based on the market value of the underlying shares at the date of issuance.

On December 13, 2024, following the departure of a board member, 70,600 DSU vested, and 70,600 common shares of the Company were issued and the fair value of $100,711 (C$132,890) was transferred from contributed surplus to share capital.

For the year ended December 31, 2024, total share-based compensation relating to DSUs was $199,535 (2023: $88,660), of which all is included in general and administrative expenses.

At December 31, 2024, there were 315,640 (December 31, 2023: 386,240) DSUs outstanding.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(f) Warrants

For the year ended   December 31, 2024     December 31, 2023  
    Number
of warrants		     WAEP     Number
of warrants		     WAEP  
Opening balance   -     C$-     -     C$-  
Mako replacement warrants on acquisition of Goldsource   841,503     2.50     -     -  
Exercised   (3,696 )   2.50     -     C$-  
Ending balance   837,807     C$2.50     -     -  
Weighted average remaining contractual life (in years)   0.38                    
WAEP = Weighted average exercise price                        

Warrants expire on May 19, 2025.

(g) The fair value of stock options and warrants is estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

For the year ended   December 31, 2024     December 31, 2023  
    Options     Warrants     Options     Warrants  
Risk-free interest rate   3.78%     4.05%     3.16%     N/A  
Expected dividend yield   -     -     -     N/A  
Expected stock price volatility   61.05%     57.55%     64.71%     N/A  
Expected life in years   2.90 years     0.9 years     5 years     N/A  
Forfeiture rate   0.00%     0.00%     0.00%     N/A  
Weighted average fair value   C$1.71     C$1.18     C$1.22     N/A  

16. 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 and Directors.

For the year ended   December 31,
2024		     December 31,
2023		  
Director fees $ 265   $ 365  
Salaries, consulting and management fees   2,071     1,285  
Share-based compensation   855     365  
Total $ 3,191   $ 2,015  
             
As at December 31,   2024     2023  
Amount included in accounts payable and accrued liabilities $ 303   $ 23  

During the year ended December 31, 2024, the Company granted performance bonuses of $986,275 (2023: $407,226) to three senior members of management and recorded a severance of $205,485 to the former Chief Financial Officer. These amounts are included in the general and administrative expenses.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

In November 2024, a special committee of three directors was established to oversee a potential acquisition. Each director on the committee receives a monthly fee of $4,000, while the chair receives $5,000 per month.

A special committee was set up in November 2022, comprised of two directors and each member of this committee received a fee of $8,000 per month. Effective January 1, 2024, the rate was reduced to $2,000 per month per member.

(b) 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 fullservice engineering, procurement and construction management firm working with the Company. During the year ended December 31, 2024, the Company expensed fees relating to consulting services of $9,455 (2023: $2,845), reclamation and rehabilitation expenses of $nil (2023: $8,555) and $37,587 (2023: 35,318) in general office expenses. Amounts payable to Tes-Oro as at December 31, 2024, were $9,397 (December 31, 2023: $nil).

(c) Sailfish Royalty Corp. (“Sailfish”)

Sailfish is a publicly traded company related by common shareholders, and a director. In addition to the Sailfish Loan and the Sailfish Silver Loan (Note 13 (b)& (c)), during the year ended December 31, 2024, the Company’s subsidiary Nicoz had the following transactions with Sailfish:

Gold stream sales

i.  Nicoz received advances of $384,136 (2023: $573,923) for the purchase of gold ounces.

ii. Nicoz sold 782 (2023: 1,058) ounces of gold to Sailfish for $468,218 (2023: $510,400) of which $468,112 (2023: $515,928) is recorded as production services revenue and $231,614 (2023: gain of $86,323) is included in the loss on gold stream derivative asset disclosed in the consolidated statement of income and comprehensive income (loss).

As at December 31, 2024, a balance of $69,698 was receivable from Sailfish and is included in receivables (December 31, 2023 –$295,112).

Royalty fee
Sailfish is entitled to a two percent net smelter royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018 (refer to Note 10).

During the year ended December 31, 2024, a royalty fee of $974,776 (2023: $261,106) was payable to Sailfish and is included in production costs in the consolidated statement of income and comprehensible income (loss).

During the year ended December 31, 2024, Nicoz offset $309,390 in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish.

As at December 31, 2024, a balance of $432,870 (2023: $246,445) was payable to Sailfish and is included in accounts payable and accrued liabilities.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

17. SEGMENTED INFORMATION

Reportable segments are consistent with the geographic regions in which the Company’s projects are located. 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 Project in Nicaragua 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 year ended December 31, 2024 and 2023, the Company’s principal product was gold sold to refineries at spot market prices by the Company’s subsidiary, Nicoz. The gold was produced at the San Albino Project in Nicaragua.

The Company’s segments are summarized as follows:

                Total Operating     Corporate        
    Guyana     Nicaragua     Segments     Headquarters     Total  
    $     $     $     $     $  
For the year ended December 31, 2024:                          
Revenue   -     92,076     92,076     -     92,076  
Production costs   -     (38,222 )   (38,222 )   -     (38,222 )
Depreciation, depletion and amortization   -     (7,469 )   (7,469 )   -     (7,469 )
Cost of sales   -     (45.691 )   (45,691 )   -     (45,691 )
Exploration and evaluation expenses   (1,315 )   (1,948 )   (3,263 )   -     (3,263 )
                               
As at December 31, 2024:                              
Exploration projects   37,641     766     38,407     -     38,407  
Land and building   271     6,804     7,075     -     7,081  
Equipment   200     2,780     2,980     6     2,997  
Right-of-use asset   -     -     -     17     147  
Mineral property and plant   -     21,130     21,130     147     21,130  
Total non-current assets   38,112     31,480     69,592     170     69,762  
                               
For the year ended December 31, 2023:                              
Revenue   -     65,948     65,948     -     65,948  
Production costs   -     (28,622 )   (28,622 )   -     (28,622 )
Write-down of inventories   -     (1,169 )   (1,169 )   -     (1,169 )
Depreciation, depletion and amortization   -     (13,321 )   (13,321 )   -     (13,321 )
         -     (43,112 )   (43,112 )   -     (43,112 )
Exploration and evaluation expenses   -     (4,356 )   (4,356 )   -     (4,356 )
                               
As at December 31, 2023:                              
Exploration projects   -     765     765     -     765  
Land and building   -     5,441     5,441     9     5,450  
Equipment   -     1,532     1,532     23     1,555  
Right-of-use asset   -     -     -     236     236  
Mineral property and plant   -     12,526     12,526     -     12,526  
Total non-current assets   -     20,264     20,264     268     20,532  

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

18. SUPPLEMENTARY CASH FLOW INFORMATION

For the year ended   December 31,
2024		     December 31,
2023		  
Changes in non-cash working capital:            
Change in receivables $ (79 ) $ 412  
Change in inventories   (5,845 )   (10,098 )
Change in prepaid expenses, and other   (143 )   251  
Change in accounts payable and accrued liabilities   4,078     (2,917 )
Change in due to related parties   290     (33 )
  $ (1,699 ) $ (12,385 )
             
The significant non-cash financing and investing transactions:            
Repayment of Sailfish Silver Loan (non-cash) $ 993     -  
Change in current liabilities relating to mining interest expenditures   1,540     899  

19. GENERAL AND ADMINISTRATIVE EXPENSES

For the year ended   December 31,
2024		     December 31,
2023		  
Accounting and legal $ 984   $ 818  
Consulting fees   62     37  
Directors' fees   265     365  
Depreciation   127     103  
General office expenses   167     173  
Insurance   470     483  
Investor relations and communications   184     157  
Rent   6     3  
Salaries and benefits   4,883     3,581  
Stock-based compensation   1,022     650  
Telephone and IT services   188     130  
Transfer agent fees and regulatory fees   88     76  
Travel   181     165  
Withholding taxes on Term Loans   22     453  
  $ 8,649   $ 7,194  

20. ACCRETION AND INTEREST EXPENSE

For the year ended   December 31,     December 31,  
    2024     2023  
Accretion on asset retirement obligation (Note 14) $ 194   $ 112  
Accretion on Wexford Loan (Note 13 (a))   123     -  
Interest expense - Wexford Loan (Note 13 (a))   631     884  
Interest expense - other   23     53  
Finance costs on derivative liability (Note 13 (b))   -     400  
  $ 971   $ 1,449  

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

21. INCOME TAX EXPENSE AND DEFERRED TAXES

(a) The income tax expense or recovery reported by the Company differs from the amounts obtained by applying the statutory income tax rates to the income or loss. A reconciliation of the income tax provision computed at statutory rates to the reported income tax expense is provided below:

For the year ended   December 31, 
2024		     December 31,
2023		  
Income for the year before income tax $ 29,349   $ 8,883  
Canadian statutory tax rate   27.0%     27.0%  
Computed expected tax expense at statutory rates   7,924     2,399  
Permanent Differences   249     906  
Effect of change and difference in tax rate   1,472     692  
Foreign Exchange returns and expiry of non-capital losses   814     (208 )
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses   1,167     (1,086 )
Change in deferred tax assets not recognized   (1,429 )   (619 )
  $ 10,197   $ 2,084  
             
Current income tax expense $ 6,973   $ 2,084  
Deferred income tax expense   3,224     -  
Total income tax expense $ 10,197   $ 2,084  

(b) The significant components of the Company's net deferred income tax asset and liabilities are as follows:

    December 31,
2024		     December 31,
2023		  
For the year ended            
Deferred tax assets:            
   Non-capital losses $ 7,405   $ 7,676  
   Allowable capital losses   2,670     2,365  
   Share issuance costs and financing fees   11     72  
   Exploration and evaluation assets   -     2,715  
   Mineral property, plant and equipment   1,076     3,640  
   Other   1,774     1,382  
Total deferred tax assets   12,936   $ 17,850  
Deferred tax liabilities:            
   Exploration and evaluation assets   (493 )   -  
   Loans and debentures   (2,130 )   (2,600 )
   Other   (738 )   (637 )
Total deferred tax liabilities   (3,361 ) $ (3,237 )
Unrecognized deferred tax assets   (12,799 )   (14,613 )
Net deferred tax liability $ 3,224   $ -  

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

(c) The Company recognizes tax benefits on losses or other deductible amounts generated in countries where it is probable the Company will generate future taxable income. The Company's unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

    December 31, 
2024		     Expiry date
range		     December 31, 
2023		     Expiry date
range		  
Non-capital losses available for future years $ 27,425     2038-2043   $ 24,264     2024-2043  
Allowable capital losses   19,949     No expiry date     17,516     No expiry date  
Share Issuance Costs and Financing Fees   41     2045-2047     267     2042-2046  
Exploration and evaluation assets   559     No expiry date     9,108     No expiry date  
Mineral property, plant and equipment   3,755     No expiry date     7,154     No expiry date  
Provision for reclamation and rehabilitation   1,314     No expiry date     885     No expiry date  
Wexford Loan   686     No expiry date           No expiry date  
Other   4,462     No expiry date     3,659     No expiry date  
Unrecognized deductible temporary differences $ 58,191         $ 62,853        

(d) The Company's unused non-capital losses in Canada of $27,400,000 are set to expire between 2039 and 2043.

22. FINANCIAL INSTRUMENTS AND LIQUIDITY RISK

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).

The Company's financial instruments include cash and cash equivalents, receivables, accounts payable and the Term Loans and derivative liabilities. The carrying values of cash and cash equivalents, receivable and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Revised Wexford Loan is carried at amortized cost. The Sailfish Silver Loan derivative liability is carried at fair value determined by using a discounted cash flow model (refer to Note 13 (c)).

The Company’s derivative asset and liability is measured using level 3 inputs.

During the year ended December 31, 2024, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables. The Company's maximum exposure to credit risk is the amount disclosed in the consolidated statements of financial position.

Credit risk associated with cash and cash equivalents is minimized by placing the majority of these instruments with major financial institutions with strong investment-grade ratings as determined by a primary ratings agency.

Credit risk associated with trade receivables is managed by dealing with reputable international metals trading companies. The Company assesses and monitors risk by performing an aging analysis of its trade receivables.

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:

At December 31, 2024   Carrying
Amount
$		     Contractual
Cash Flows
$		     Within 1
year
$		     1 to 2
years
$		     2 to 3
years
$		     3 to 6
years
$		  
Accounts payable andaccrued liabilities   15,963     15,963     14,798     288     -     877  
Term loans and derivative   6,609     6,609     1,803           -     4,806  
Total   22,572     22,572     16,601     288     -     5,683  

Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market factors. Market risk comprises three types of risk: price risk, interest rate risk and currency risk.

Commodity price risk
The Company is subject to commodity price risk from fluctuations in the market prices for silver. Commodity price risks are affected by many factors that are outside the Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Sailfish Silver Loan. A 5% change in the market price of silver would change the derivative liabilities by approximately $74,000.

Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is considered insignificant due to the low interest rates in the current economic environment and short-term nature of its holdings and as such the Company does not take any actions to manage interest rate risk. The interest rate on the Term Loan is fixed at 10% per annum.

Currency risk
Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign currency exchange rates.

The Company’s currency risk primarily arises from financial instruments denominated in US dollars that are held by Mako and Goldsource, as their functional currency is the Canadian dollar and that are held by Stronghold, as their functional currency is the Guyanese dollar. Conversely for the Company’s subsidiaries whose functional currency is the US dollar, currency risk primarily arises from financial instruments denominated in Nicaraguan córdoba that are held at the subsidiary company level. As at December 31, 2024, a 5% change in the exchange rate between the Canadian dollar and the U.S. dollar would result in a net impact of approximately $14,000 and a 5% change in the exchange rate between the Guyanese dollar and the U.S. dollar would result in a net impact of approximately $8,000. Effective January 1, 2024, the exchange rate between the Nicaraguan có rdoba and the U.S. dollar has been fixed by the Central Bank of Nicaragua. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a hedging program or any other programs to manage currency risk.

23. CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2024
All tabular amounts are in thousands of United States dollars, unless otherwise stated
   

24. EVENTS AFTER THE REPORTING PERIOD

The following events took place subsequent to December 31, 2024:

(a) EG Acquisitions LLC Acquisition

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EG Acquisition LLC ("EGA"), acquiring 100% of the issued and outstanding common shares from Wexford EG Acquisition LLC ("Wexford EGA") an entity owned by the Company's controlling shareholder. EGA, is a private corporation incorporated in Delaware and owns 100% of the common shares of Golden Vertex Corp. ("GVC"), which owns the Moss gold mine located in Arizona.

Wexford EGA acquired GVC under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

The purchase price for the EGA acquisition was $6,490,000, fully paid in cash.

No purchase price adjustments were made in connection with the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation, which are still before the United States Bankruptcy Court for the District of Arizona. Should the settlement dispute be unsuccessful the net smelter return royalty will remain. 

(b) Sailfish Silver Loan

The Company delivered 40,500 ounces of silver for the January to March 2025 installments on the Sailfish Silver Loan. 

(c) Equity transactions

162,100 common shares were issued on the exercise of 162,100 stock options with a weighted average exercise price of C$2.83 per common share for gross proceeds of $322,325 (C$459,145).

The Company purchased 534,800 common shares under the NCIB-2025 for $1,357,043 (C$1,954,531.) 

420,097 warrants were exercised with an exercise price of C$2.50 per warrant for gross proceeds of $732,794 (C$1,052,268). 

(d) Wexford Loan

An interest payment of $316,978 was made on the Wexford Loan. 

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MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended December 31, 2024

 

 

 

 

 

 

 

 

 

 

Management Discussion and Analysis
For the year ended December 31, 2024

This Management Discussion and Analysis ("MD&A") is intended to help the reader understand Mako Mining Corp. (the "Company" or "Mako"), the operations, financial position, and current and future business environment. This MD&A is intended to supplement and complement Mako's consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").

Additional information regarding Mako, including the risks related to the business and those that are reasonably likely to affect Mako's financial statements in the future, is contained in the continuous disclosure materials, including the most recent audited consolidated financial statements and Management Information Circular, which is available on the Company's website at www.makominingcorp.com and under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

This MD&A has been prepared as of April 8, 2025. All amounts are expressed in United States (US) dollars ("$"), unless otherwise stated.  References to "C$" are to the Canadian dollar.

BUSINESS OVERVIEW

Mako Mining Corp. was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the British Columbia Corporations Act. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "MKO" and the OTCQX under the symbol "MAKOF". The Company's principal business activities are the production of gold and the exploration of its mineral interests in Nicaragua and Guyana.

On July 3, 2024, the Company completed the acquisition of Goldsource Mines Inc. ("Goldsource") by way of a plan of arrangement (the "Goldsource Transaction"), pursuant to which the Company acquired all of the issued and outstanding common shares of Goldsource (the "Goldsource Shares") in exchange for 13.2 million common shares of Mako. Goldsource's main asset is the Eagle Mountain Property in Guyana, South America. Refer to GOLDSOURCE MINES INC. ACQUISITION for additional details.

The Company's main assets are the producing San Albino and the Las Conchitas gold deposits, collectively the "San Albino Mine", located within the San Albino-Murra Property in Nueva Segovia, Nicaragua. Mako developed the San Albino Mine, which reached commercial production on July 1, 2021.

The projected free cash flow from the San Albino Mine is anticipated to fund exploration on Mako's prospective 188 square kilometer ("km") land package in Nicaragua and ongoing engineering activities at the Eagle Mountain Project in Guyana.

FINANCIAL AND OPERATIONAL HIGHLIGHTS, MAJOR ACTIVITIES AND SIGNIFICANT SUBSEQUENT EVENTS

● Revenues of $28.9 million and $92.1 million (Q4 2023: $26.5 million and YTD 2023: $65.9 million) for the three months and the year ended December 31, 2024 ("Q4 2024" and "YTD 2024"), respectively.

● Sales of 10,888 ounces ("oz") and 39,001 oz of gold in Q4 2024 and YTD 2024 from the San Albino Mine (Q4 2023: 13,481 oz and YTD 2023: 34,696 oz), respectively.

● Net income of $4.7 million and $19.2 million for Q4 2024 and YTD 2024 (Q4 2023: $9.5 million and YTD 2023: 6.8 million), respectively.

● Production of 12,053 oz and 39,275 oz of gold at the San Albino Mine in Q4 2024 and YTD 2024 (Q4 2023: 11,566 oz and YTD 2023: 34,761 oz), respectively; 11,089 oz and 41,892 oz of silver were produced at the San Albino Mine for Q4 2024 and YTD 2024 (Q4 2023: 9,880 oz and YTD 2023: 32,933 oz), respectively.

● Cash generated from operating activities of $34.4 million in YTD 2024 (YTD 2023: $12.5 million).

● Delivered 40,500 oz and 162,000 oz of silver on the Sailfish Silver Loan during Q4 2024 and YTD 2024 (Q4 2023: 94,500 and YTD 2023: 108,000), respectively.

● The Company purchased 2.0 million common shares under the normal course issuer bid ("NCIB") for $4.7 million (C$6.4 million) in YTD 2024 (YTD 2023 - 0.3 million for $0.4 million (C$0.6 million).

1

Management Discussion and Analysis
For the year ended December 31, 2024

● On July 3, 2024, the Company completed the Goldsource Transaction, pursuant to which Mako acquired the Goldsource Shares in exchange for 13.2 million common shares of Mako. Refer to GOLDSOURCE MINES INC. ACQUISITION for additional details.

● In July 2024, the Company made an interest payment of $0.3 million on the Revised Wexford Loan.

● The Company received proceeds of $2.5 million (C$3.4 million) on the exercise of 1.8 million share purchase options.

● The Company issued 0.4 million common shares on the vesting of 0.4 million restricted share units ("RSU").

● On November 19, 2024, the Company commenced a normal course issuer bid ("NCIB") whereby the Company intends to purchase up to an aggregate of 3,956,485 common shares of the Company, representing 5% of the common shares issued and outstanding as of that date. All common shares acquired by the Company under the NCIB will be subsequently cancelled. Purchases under the NCIB will end no later than November 18, 2025.

Subsequent to December 31, 2024:

● Delivered 40,500 oz of silver on the Sailfish Silver Loan for the January, February and March 2025 installment.

● An interest payment of $0.3 million was made on the Wexford Loan.

● On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EG Acquisition LLC ("EGA"), acquiring 100% of the issued and outstanding common shares from Wexford EG Acquisition LLC ("Wexford EGA") an entity owned by the Company's controlling shareholder.  EGA , is a private corporation incorporated in Delaware and owns 100% of the shares of Golden Vertex Corp. ("GVC") which owns the Moss gold mine located in Arizona.

Wexford EGA acquired GVC under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

The purchase price for the EGA acquisition was $6.5 million, fully paid in cash.

No purchase price adjustments were made in connection with the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation, which are still before the United States Bankruptcy Court for the District of Arizona. Should the settlement of the royalty disputes be unsuccessful the net smelter return royalties will remain.

2

Management Discussion and Analysis
For the year ended December 31, 2024

RESULTS OF OPERATIONS

Financial Performance   Three months ended           Year ended        
(in $000's)   Dec 31, 2024     Dec 31, 2023     Change     Dec 31, 2024     Dec 31, 2023     Change  
Revenue $ 28,849   $ 26,471   $ 2,378   $ 92,076   $ 65,948   $ 26,128  
Income for the period   4,657     9,516     (4,859 )   19,152     6,799     12,353  
Operating cash inflows before changes in non-cash working capital   12,268     14,340     (2,072 )   36,150     24,856     11,294  
Net cash provided from operating $ 15,930   $ 9,635   $ 6,295   $ 34,451   $ 12,471   $ 21,980  

Financial Performance (in $000's)     As at
Dec 31, 2024		     As at
Dec 31, 2023		     Change  
Cash and cash equivalents   $ 14,521   $ 1,498   $ 13,023  
Working capital (i)     10,772     7,056     3,716  
Total assets     107,082     41,809     65,273  
Equity   $ 76,923   $ 20,628   $ 56,295  

(i) Working capital calculated as current assets less current liabilities. 

San Albino Property, Nueva Segovia, Nicaragua

The Company holds a 100% interest in four mineral concessions in Nueva Segovia, Nicaragua, for a total land package of approximately 18,817 hectares ("ha") (188 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 producer, 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 (see press release dated September 12, 2017) to allow for the processing of up to 1,000 tonnes per day ("tpd") at the San Albino-Murra Property. The amendment is 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. 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.

Pre-development work commenced in May 2019 at the San Albino Property. On October 19, 2020, the Company reported the results of an updated mineral resource estimate (Technical Report and Estimate of Mineral Resources for the San Albino Mine, Nueva Segovia, Nicaragua, prepared by RESPEC and dated December 2, 2020), with the objective of achieving a thorough understanding of the geology of the area and affirming the continuity and grade of the "in-pit" mineral resources. On July 1, 2021, the Company declared commercial production on San Albino Mine. During 2021 and 2022 extensive drilling was conducted to update the mineral resource estimate 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 mineral resource estimate 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, prepared by RESPEC and dated December 6, 2023) ("MRE"). 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 grams per tonne ("g/t") gold ("Au") 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 ("BCSC") 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 National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("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. The Company submitted the technical report in 2023 without sections 16-21 following guidance given at the time. The Company has included this additional disclosure in respect of the San Albino Mine, as a fully operational mine, at the BCSC's request.

3

Management Discussion and Analysis
For the year ended December 31, 2024

No changes were made to the MRE for the San Albino Mine in the Amended Technical Report. Since the Effective Date (October 11, 2023), the Company's resource model predicted the mining of 26,940 oz Au, whereas the Company actually mined 32,567 oz Au, recovered 25,087 oz Au, and sold 25,106 oz Au during the period November 1, 2023 through May 31, 2024.

The table below shows the main variables used by Company management to measure operating performance of the mine: mining and milling rates, recovered metal production and costs per oz of Au sold.

Operating data   Three months ended     Year ended  
  Dec 31, 2024     Dec 31, 2023     Dec 31, 2024     Dec 31, 2023  
 
Tonnes Mined   1,948,848     1,247,561     7,745,342     5,736,119  
Tonnes Milled   51,242     51,745     208,265     207,281  
Mill availability   97%     96%     97%     94%  
Avg Tonnes per day   576     585     591     599  
Recovery %   85%     85%     81%     80%  
Grade (g/t Au)   8.6     8.2     7.2     6.6  
Gold ounces produced   12,053     7,937     39,941     34,761  
Gold sold (ounces)   10,888     13,481     39,001     34,695  
Average realized gold price ($/oz sold) $ 2,650   $ 1,963   $ 2,361   $ 1,900  
Cash Cost ($/oz sold)(1) $ 1,006   $ 695   $ 980   $ 825  
AISC ($/oz sold)(1) $ 1,352   $ 817   $ 1,371   $ 1,156  
EBITDA (in $000's)(1) $ 12,608   $ 14,034   $ 37,916   $ 23,756  
Adjusted EBITDA (in $000's)(1) $ 14,087   $ 15,300   $ 42,201   $ 29,963  

(1) Refer to Non-IFRS Measures

For the three months ended December 31, 2024:

Tonnes mined: an increase of 0.7 million tonnes mined in Q4 2024, primarily due to an increase in waste pre-stripping activities for the second phase of mining at Las Conchitas Central and the third phase of mining at Las Conchitas South.

Tonnes milled: the tonnes milled in Q4 2024 remained relatively consistent with the quantity milled in Q4 2023.

Mill recoveries: Mill recoveries in Q4 2024 remained consistent with those obtained in Q4 2023.

Cash cost and AISC: Cash cost and AISC increased in Q4 2024 compared to Q4 2023, primarily due to the increase in waste pre-stripping activities in the central and southern areas of Las Conchitas deposit. Longer haul distances for waste and mineralized material from Las Conchitas, and the decrease in gold ounces sold, also contributed to the higher cash costs and AISC in Q4 2024.

For the year ended December 31, 2024:

Tonnes mined: increase of 2.0 million tonnes mined during YTD 2024 is attributable to the increase in waste pre-stripping activities, mostly at Las Conchitas deposit, compared to mining activities located mostly at San Albino deposit during YTD 2023 .

4

Management Discussion and Analysis
For the year ended December 31, 2024

Tonnes milled: improvement in mill availability during YTD 2024 contributed to the increase in tonnes milled compared to YTD 2023, as the Company' s ongoing operational improvements have helped maximize the capacity limits of the mill.

Gold ounces sold: increase in gold ounces sold in YTD 2024 compared to YTD Q4 2023, was driven by higher tonnes milled (208,265 t vs 207,281 t), higher gold grades (7.2 g/t vs 6.6 g/t), and higher mill recoveries for gold (81% vs 80%) derived from processing more mineralized material from Las Conchitas deposit, compared to the San Albino deposit over the same period in 2023.

Cash cost and AISC: the YTD 2024 increase in both cash cost and AISC is attributable to the increase in waste stripping activities associated with the central and southern areas of Las Conchitas gold deposit when compared to the YTD 2023, and higher royalties and production taxes from the increase in gold prices and gold ounces sold during YTD 2024 compared to YTD 2023, partially offset by the year to date increase in gold ounces sold compared to YTD 2023.

EXPLORATION AND MINERAL PROPERTY DEVELOPMENT UPDATE

Nicaragua

During 2024, and in connection with the reverse circulation ("RC") drilling program, the Company completed 56,935 m of exploration drilling, including 10,844 m of infill drilling using five RC drill rigs on its San Albino - Murra Concession. In addition, the Company completed 1,436 m of diamond drilling for geotechnical/condemnation drilling and confirmation drilling at the Las Conchitas area located on the San Albino-Murra Concession.

The main objective of this campaign was to test for possible extensions of the high-grade mineralized blocks and mineralization trends beyond the limits of the MRE for the San Albino Mine. In particular, several areas of the Las Conchitas gold deposit were drilled in 2024, such as Limon, Bayacun and Las Dolores, Cruz Grande, San Pablo, Intermediate, SW Extension of Intermediate and Mina Francisco. The Company also further tested for the extension of gold mineralization within the SW Pit at the San Albino gold deposit.

The key objective of the drilling program at the Las Dolores area was to test extensions of shallow, high-grade mineralized zones beyond the pit limits defined in the MRE. In addition, the 2024 drilling campaigns at the Limon, Las Dolores, Intermediate and Mango areas continued to support the expansion of high-grade gold mineralized zones outside the pit limits defined by the MRE. Drilling targeted multiple, shallow dipping, gold-bearing quartz veins.

Drilling near the Cruz Grande area was designed to test the continuity of shallow gold mineralization, which was defined in the MRE with sparse data from trench samples. Confirmation of this data has been positive, and mining has commenced in this area.

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 hectares (approximately 36.05 square kilometers) 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.

The Company now holds 100% of five mineral concessions in Nueva Segovia, Nicaragua for a total land package of approximately 22,422 hectares (224.22 square kilometers).

During 2024, the Company continued work on regional exploration targets, with a reconnaissance program. The program covers the Company's entire land package and includes 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 acquired Tiburon).

5

Management Discussion and Analysis
For the year ended December 31, 2024

The main objective of the reconnaissance exploration program was to collect key structural data of mineralized veins, extend previously exposed high-grade gold mineralization and prioritize drilling targets, such as El Golfo, Potrerillos and La Reforma, and to identify additional gold targets for follow-up exploration and drilling.

Reconnaissance mapping and sampling has identified several new prospects with similar characteristics to San Albino and Las Conchitas. The most extensive prospect, Santa Rosa, exposed recently by local, small-scale miners using manual mining methods, and situated on both the El Jicaro and San Albino-Murra concessions, appears to be developed on the same structure with a strike extent of at least 2,300 m. The prospects are centered around quartz veins similar to those at San Albino and Las Conchitas with occasional visible gold, galena and arsenopyrite. Additional new prospects identified in the reconnaissance mapping include La Virgen, El Cortez, Mina Estrella, Fortuna NE and La Reforma North.

Las Conchitas Area

Las Conchitas is situated between two past-producers, the San Albino Mine and the El Golfo Mine. It covers 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.

As with the San Albino gold deposit, the conceptual model for the Las Conchitas mineralization consists of multiple parallel quartz veins that dip gently to the northwest, associated with extensive shear and fault systems which represent possible feeders for mineralized fluids and a favorable environment for precious metal deposition. These characteristics are consistent with the model for orogenic gold-bearing veins, which can extend to depths in excess of a kilometer. Drilling at Las Conchitas has confirmed the down-dip continuity of highly mineralized zones; as demonstrated by drill results reported on July 29, 2024; gold mineralization is not restricted solely to quartz veins, but can also occur in the host rock (phyllite/schist) containing quartz vein.

During 2024, and in connection with the RC drilling program, the Company completed 38,979 m of drilling at Las Conchitas. In addition, the Company completed 9,025 m of infill drilling at Las Conchitas with the main goal of testing for structural continuity and extensions of the gold mineralization.

On January 24, 2024, the Company announced an intersection grading 51.78 g/t Au over 3.9 m at Las Conchitas, 62 m from surface, outside of the current MRE.

On March 13, 2024, the Company announced an intersection grading 13.43 g/t Au and 36.8 g/t Ag over 9 m at Las Conchitas, 57 m from surface, outside of the current MRE.

On July 10, 2024, the Company intersected 37.80 g/t Au and 50.0 g/t Ag over 2.8 m (Estimated True Width ("ETW")) at Las Conchitas, 16 m from surface, outside of the current MRE.

On July 29, 2024, the Company intersected 23.84 g/t Au and 12.1 g/t Ag over 4.2 m (ETW) and 36.88 g/t Au and 53.2 g/t Ag over 4.0 m (ETW) at Las Conchitas.

On August 28 ,2024, the Company intersected 82.55 g/t Au over 2.0 m (ETW) and 16.83 g/t Au over 4.7 m (ETW) at Las Conchitas with regional prospecting channel sample results of up to 358.60 g/t Au over 1.0 m.

On October 16, 2024, the Company intersected 22.88 g/t Au over 4.6 m (ETW) at Las Conchitas.

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 in the third quarter of 2024. An RC drilling campaign was initiated to test preliminary targets.

6

Management Discussion and Analysis
For the year ended December 31, 2024

During 2024, and in connection with the RC drilling program, the Company completed 3,571 m of exploration drilling at the El Golfo South prospect, situated on the El Jicaro Concession.

Potrerillos Concession

In December 2019, the Company purchased the Potrerillos exploration and exploitation concession ("Potrerillos Concession"), formerly owned by a subsidiary of Condor Gold Plc ("Condor"). The Potrerillos Concession comprises 12 km2 of subsurface mineral rights and is contiguous to and along strike from the San Albino gold project. Detailed mapping and sampling are in progress on the Potrerillos Concession. The Potrerillos Concession is valid until December 2031 with the ability to renew for an additional 25 years.

During 2024, the Company completed 2,135m of exploration RC drilling at the Potrerillos prospect, situated within the concession of the same name.

La Segoviana Concession

On April 7, 2020, the Company announced that its wholly-owned Nicaraguan subsidiary, Nicoz Resources, S.A., was granted a new concession by Nicaraguan Ministry of Energy and Mines (MEM). The new concession, La Segoviana, covers an area of 3,845.80 ha (approximately 38.5 km2) and is contiguous to the north and northwest of the Company's San Albino-Murra Concession. The La Segoviana Concession allows for both exploration and exploitation and is valid for a period of 25 years, until March 12, 2045.

On March 24, 2022, the Company reported the results from a follow-up reconnaissance exploration program. A total of 367 channel and grab samples were collected from quartz veins exposed in prospects and historical workings within the concession 169 samples yielded more than 1.0 g/t Au, and one sample yielded 105.7 g/t Au over 1.5 m ETW; details can be found in the respective press release.

On May 30, 2023, the Company reported a discovery at the La Segoviana Concession, 17 km from the San Albino area. The discovery was highlighted by an intercept grading 41.99 g/t Au and 28.7 g/t Ag over 1.4 m, 34 m from surface, confirming the orogenic nature of gold mineralization across the 28 km of strike contained within the Company's 188 km2 land package in Northern Nicaragua.

Tiburon Concession

On November 18, 2024, the Company obtained the new concession, Tiburon and initiated a prospecting and mapping program which identified several areas with potential to discover additional gold bearing structures.

For details on all previously reported drill results, please see the Company's filings on SEDAR+.

Guyana

The Company's subsidiary, Stronghold Guyana Inc. ("Stronghold"), holds a prospecting license on the Eagle Mountain Property, referred to as the Eagle Mountain Prospecting License ("EMPL"). 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 US$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 US$2.56 million on the execution of the work program during the first year of the renewed prospecting license. As per the requirements of the prospecting license, the Company submitted to the GGMC, a work performance bond of US$0.3 million on October 11, 2024. 

7

Management Discussion and Analysis
For the year ended December 31, 2024

The Company's work program comprises engineering and environmental activities, including tailings and waste dump siting studies, geotechnical drilling, hydrogeology and hydrology studies, environmental geochemistry, consultation and permitting programs. The work program was developed to position the Company for environmental permit applications, targeting the second half of 2025.

In August 2014, the GGMC granted a Medium Scale Mining Permit (the "Permit") to Kilroy Mining Inc. ("Kilroy") to mine gold, diamonds, precious metals and minerals on a portion within the Eagle Mountain Property. As the Permit is required under Guyana law to be held by a Guyanese national, Stronghold has entered into agreements with Kilroy, a private arm's length Guyanese company pursuant to which Stronghold and Kilroy will jointly operate the Eagle Mountain Gold Project. Kilroy has granted Stronghold the exclusive right to conduct mining operations on the Eagle Mountain Gold Project including any additional areas acquired by Kilroy. Stronghold will fund all expenditures on the Eagle Mountain Gold Project and receive 100% of all revenues, subject to applicable government royalties and a 2% net smelter return royalty to Kilroy as compensation for its participation.

In the second half of 2024, materials, instrumentation, and technical personnel were mobilized to the Eagle Mountain Project to commence geotechnical drilling for the purpose of open pit slope design optimization ("Phase 1") and testing ground conditions in the proposed locations for mine infrastructure ("Phase 2"). Phase 1 activities, which commenced in September 2024, comprised geotechnical drilling targeting the walls of the Eagle Mountain and Salbora deposits using the pit outlines defined in the 2024 Preliminary Economic Assessment ("PEA")1.

Geotechnical drilling for the Phase 1 program was completed in late 2024. Phase 1 included eleven (11) incline and vertical drill holes testing the saprolite and fresh rock characteristics in the Eagle Mountain and Salbora deposits.

On February 5, 2025, the Company reported initial assay results for geotechnical and infill drilling, highlighted by 2.93 g/t Au over 16.0 m at the Eagle Mountain deposit and 3.73 g/t Au over 31.5 m at the Salbora deposit.

________________________________________
1 The NI-43101 technical report entitled "Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana" dated March 1, 2024, with an effective date of January 16, 2024, is available under Mako's profile at www.sedarplus.ca.

8

Management Discussion and Analysis
For the year ended December 31, 2024

TREND ANALYSIS

Summary of Quarterly Results

    2024     2023  
(in $000's excluding per share)   Oct - Dec     Jul - Sept     Apr - Jun     Jan-Mar     Oct - Dec     Jul - Sept     Apr - Jun     Jan - Mar  
Revenue   28,849     15,739     28,278     19,211     26,472     10,707     12,853     15,916  
Cost of sales   (12,586 )   (11,242 )   (11,715 )   (10,148 )   (12,680 )   (8,057 )   (10,951 )   (11,424 )
Gross profit   16,263     4,497     16,563     9,063     13,792     2,650     1,902     4,492  
E&E expenses   (1,241 )   (1,148 )   (179 )   (696 )   (988 )   (1,178 )   (1,498 )   (692 )
G&A expenses   (2,096 )   (1,736 )   (3,023 )   (1,794 )   (1,573 )   (1,895 )   (2,235 )   (1,491 )
Other income (expenses)   (2,357 )   (641 )   (1,463 )   (664 )   (900 )   (719 )   (360 )   (423 )
Income taxes   (5,912 )   (595 )   (3,130 )   (560 )   (817 )   (330 )   (438 )   (499 )
Net income (loss)   4,657     377     8,768     5,349     9,514     (1,472 )   (2,629 )   1,387  
Basic income (loss) per share   0.06     -     0.13     0.08     0.14     (0.02 )   (0.04 )   0.02  
Diluted income (loss) per share   0.06     -     0.13     0.08     0.14     (0.02 )   (0.04 )   0.02  
The sum of the quarters may not equal the annual results due to rounding.                                
                                                 
Gold ounces produced   12,053     6,324     12,160     9,404     11,566     7,937     6,575     8,683  
Gold ounces sold   10,888     6,532     12,313     9,267     13,481     5,767     6,727     8,721  
Average realized gold price ($/oz)  $ 2,650   $ 2,409   $ 2,296   $ 2,073   $ 1,963   $ 1,857   $ 1,911   $ 1,829  
Tonnes Mineralization Mined   46,732     29,749     59,550     67,961     52,399     47,731     46,452     47,239  
Tonnes Milled   51,242     51,865     52,681     52,478     51,745     51,578     54,284     49,675  
Grade milled (g/t Au)   8.60     4.20     8.79     7.27     8.19     6.86     5.27     5.74  
Recovery %   85.0%     73.4%     82.0%     80.5%     84.5%     78.1%     71.8%     80.7%  

Revenue: During Q4 2024, the increase in revenue compared to Q4 2023 is attributed to the higher average realized gold prices for gold sales ($2,650/oz vs $1,963/oz) offset by a decrease in gold ounces sold (10,888 oz vs 13,481 oz).

Cost of sales: Cost of sales is comprised of production cost and depreciation, depletion and amortization of the mine assets and the plant. During Q4 2024, cost of sales remained relatively consistent compared to Q4 2023.

Exploration and evaluation ("E&E") expenses: The MRE for the Las Conchitas gold deposit was defined in October 2023 and published in December 2023. As a result, drilling expenditures incurred during Q4 2024 are development in nature, and are being capitalized to mineral property, plant and equipment. Included in Q4 2024, E&E expenses of $0.7 million are related to the Eagle Mountain Project.

General and administrative ("G&A") expenses: An increase in Q4 2024 compared to the same period of previous fiscal year, due to an increase in salaries for bonuses paid to senior management, an increase in stock-based compensation expense related to the vesting of DSUs on the resignation of a director offset with a reduction in withholding taxes on term loans.

Other income (expenses): During Q4 2024, the increase in silver price has impacted on the fair market value of the Sailfish silver loan ($1.7 million vs $0.9 million), which is accounted for as a derivative and the increase in foreign currency loss on term loans, compared to Q4 2023.

Income taxes: Due to increased revenues from higher gold ounces sold and higher gold prices ($2,650/oz versus $1,963/oz), taxes for Q4 2024 were calculated based on taxable income. Conversely, Q4 2023, taxes were determined using the minimum tax, as it exceeded taxable income.  Deferred income taxes were recognized in Q4 2024 primarily due to the accelerated depletion of mine assets for tax purposes.

9

Management Discussion and Analysis
For the year ended December 31, 2024

Revenue

    Three months ended           Year ended        
    Dec 31, 2024      Dec 31, 2023     Change     Dec 31, 2024      Dec 31, 2023     Change  
Revenue (in $000s) $ 28,849   $ 26,471   $ 2,378   $ 92,076   $ 65,948   $ 26,128  
Gold sold (ozs.)   10,888     13,481     (2,593 )   39,001     34,695     4,306  
Average realized gold price ($ per oz.) $ 2,650   $ 1,963   $ 687   $ 2,361   $ 1,900   $ 461  

The Company's revenue was derived from the San Albino Mine (San Albino and Las Conchitas gold deposits).

The increase in revenue of $2.4 million (increase of 9%) for Q4 2024 compared to Q4 2023 is a result of higher average realized gold price of $2,650/oz of gold (an increase of $687/oz or 35%), offset by a decrease of 2,592 oz of gold sold in Q4 2024.

The Company sells gold at the spot rate.  The quarterly average spot gold price for Q4 2024 was $2,662/oz (Q4 2023: $1,974/oz), up 35% over Q4 2023, and closed on December 31, 2024, at $2,611/oz, up 27% from the closing price on December 31, 2023.

Exploration and evaluation expenses

Expenses by property   Three months ended                 Year ended        
(in $000s)   Dec 31, 2024     Dec 31, 2023     Change     Dec 31, 2024     Dec 31, 2023     Change  
El Jicaro $ 110   $ 43   $ 67   $ 336   $ 224   $ 112  
San Albino   178     201     (23 )   625     971     (346 )
Las Conchitas   65     708     (643 )   675     2,746     (2,071 )
Eagle Mountain   701     -     701     1,315     -     1,315  
Other   186     35     151     312     415     (103 )
  $ 1,240   $ 987   $ 253   $ 3,263   $ 4,356   $ (1,093 )

During YTD Q3 2023, a defined resource for the Las Conchitas gold deposit had not yet been established and as a result, drilling and related expenditure were expensed.  A MRE for the Las Conchitas gold deposit was defined in October 2023 and published in December 2023. As a result, the majority of drilling expenditures incurred during YTD 2024 are development in nature, and are being capitalized to mineral property, plant and equipment. During YTD 2024, after the acquisition of Goldsource, exploration and evaluation expenses include those related to the Eagle Mountain Project.

10

Management Discussion and Analysis
For the year ended December 31, 2024

General and administrative expenses

    Three months ended                 Year ended        
(in $000s)   Dec 31, 2024     Dec 31, 2023     Change     Dec 31, 2024     Dec 31, 2023     Change  
Accounting and legal $ 232   $ 166   $ 66   $ 984   $ 818   $ 166  
Consulting fees   17     6     11     62     37     25  
Directors' fees   88     92     (4 )   265     365     (100 )
Depreciation   34     27     7     127     103     24  
General office expenses   33     57     (24 )   167     173     (6 )
Insurance   109     105     4     470     483     (13 )
Investor relations and communications   39     54     (15 )   184     157     27  
Rent   2     1     1     6     3     3  
Salaries and benefits   1,201     616     585     4,883     3,581     1,302  
Stock-based compensation   221     256     (35 )   1,022     650     372  
Telephone and IT services   58     31     27     188     130     58  
Transfer agent fees and regulatory fees   18     13     5     88     76     12  
Travel   40     67     (27 )   181     165     16  
Withholding taxes on Sailfish Loan   4     82   $ (78 )   22     453     (431 )
  $ 2,096   $ 1,573   $ 523   $ 8,649   $ 7,194   $ 1,455  

Accounting and legal fees: The increase in Q4 2024 compared to Q4 2023 is attributed to the timing of when legal and tax advice was sought.  The increase in YTD 2024 compared to YTD 2023 is attributed to an increase legal advice sought for corporate matters and tax advice sought for tax filings.

Stock-based compensation: The increase in Q4 2024 and YTD 2024, compared to Q4 2023 and YTD Q4 2023 is the result of the 0.2 million share purchase options granted in Q2 2024 to the new Chief Financial Officer and the 975,000 RSUs and 275,000 DSUs that were granted in Q4 2023, that are being expensed using the graded vesting method and the vesting of the 70,600 DSUs in December 2024 following the resignation of a board member.

Salaries and benefits: The increase in Q4 2024 compared to Q4 2023 has been driven mainly by bonuses of $0.3 million ($Nil in Q4 2023) paid to senior members of management.  The increase in YTD 2024 compared to YTD 2023 has been driven mainly by bonuses of $1.0 million ($0.4 million in YTD Q4 2023) to senior members of management and recorded a severance of $0.2 million to the former Chief Financial Officer.

Other income (expenses)

    Three months ended           Year ended        
(in $000s)   Dec 31, 2024     Dec 31, 2023     Change     Dec 31, 2024     Dec 31, 2023     Change  
Accretion and interest expense $ (357 ) $ (367 ) $ 10   $ (971 ) $ (1,449 ) $ 478  
Change in provision for reclamation and rehabilitation   (18 )   (23 )   5     -     (31 )   31  
Change in fair value of derivative liability   (50 )   (632 )   582     (1,727 )   (913 )   (814 )
(Gain) loss on gold stream derivative asset   28     (118 )   146     (232 )   (86 )   (146 )
Remeasurement loss from change in timing of cash flow on the Wexford Loan   (483 )   -     (483 )   (483 )   -     (483 )
Loss on settlement of reclamation liability   -     -     -     (94 )   -     (94 )
Foreign exchange loss   (1,480 )   233     (1,713 )   (1,665 )   56     (1,721 )
Interest income   3     7     (4 )   48     20     28  
  $ (2,357 ) $ (900 ) $ (1,457 ) $ (5,124 ) $ (2,403 ) $ (2,721 )

Accretion and interest expense primarily relates to interest on the Wexford Loan and in 2023 finance costs on the Sailfish Loan derivative liability. The Sailfish Loan was extinguished in Q3 2023, and the Wexford Loan principal was fully repaid in Q4 2023 which accounts for the decrease in the accretion and interest expense in YTD 2024.

11

Management Discussion and Analysis
For the year ended December 31, 2024

The decrease in the change in provision for reclamation and rehabilitation arises from the asset retirement obligation on the La Trinidad mine in Mexico which was retired following the Settlement and Release Agreement executed in Q1 2024, as reported on March 28, 2024.

The Company's derivative liabilities include the Sailfish Loan and the Sailfish Silver Loan.  The Q4 2024 change in fair value of the derivative liability relates to the Sailfish Silver Loan whereas in Q4 2023 the change relates to the Sailfish Loan and the Sailfish Silver Loan. An increase in silver prices has resulted in a higher loss derived from the increase in the fair value calculation of the respective derivative liability.

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of $0.4 million.

In Q1 2024, the Company entered into an agreement with GR Silver to settle all liabilities and responsibilities, including but not limited to the outstanding reclamation and rehabilitation obligations, of the Company, related to the sale of Mako's Mexican operations to GR Silver in March 2021 and recorded a loss of the settlement of the liability of $0.1 million.

Foreign exchange losses arise from the translation of foreign-denominated transactions and balances into the relevant functional currencies of the Company and its subsidiaries. There are significant foreign-denominated intercompany balances held by certain subsidiaries of the Company. Fluctuations between the functional currency of the subsidiary and the currency of the intercompany balance result in significant non-cash, unrealized foreign exchange gains and losses. These unrealized gains and losses are recognized in the consolidated net income of the Company.

LIQUIDITY AND CAPITAL RESOURCES

Financial condition

(in $000s)   Dec 31, 2024     Dec 31, 2023     Change  
                   
Cash and cash equivalents $ 14,521   $ 1,498   $ 13,023  
Working capital $ 10,773   $ 7,056   $ 3,717  

Cash and cash equivalents increased by $13.0 million during YTD 2024. Funds generated from operating activities and exercise of options were utilized to make repayment installments of $3.6 million on the Sailfish Silver Loan, pay interest of $0.3 million on the Wexford Loan, pay GR Silver $0.5 million for the Settlement and Release Agreement, repay the Wexford Bridge Loan $1.5 million which was acquired on acquisition of Goldsource, purchase the Company's common shares under the NCIB at a cost of $4.7 million and fund the investing and operating activities.

The working capital (defined as current assets less current liabilities) increased during YTD 2024 primarily due to the increase in current assets, specifically cash which was offset by an increase in accounts payable and accrued liabilities, during the same period.

12

Management Discussion and Analysis
For the year ended December 31, 2024

Cash flows

(in $000s)   Year ended        
    Dec 31, 2024     Dec 31, 2023     Change  
Operating cash flows before changes in working capital $ 36,150   $ 24,856   $ 11,294  
Changes in working capital   (1,699 )   (12,385 )   10,686  
Net cash flows provided by operating activities   34,451     12,471     21,980  
Net cash flows used in investing activities   (13,185 )   (4,764 )   (8,421 )
Net cash flows used in financing activities   (8,233 )   (6,752 )   (1,481 )
Effect of foreign exchange on cash and cash equivalents   (10 )   20     (30 )
Change in cash and cash equivalents $ 13,023   $ 975   $ 12,048  

The Company generated positive cash flow from operations of $34.4 million during YTD 2024, an increase of $22.0 million compared to YTD 2023.  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 during YTD 2024.

The cash used in investing activities during YTD 2024 increased by $8.4 million compared to YTD 2023; and relate to development activities at the San Albino Property in Nicaragua including the drill program to test for possible extensions of the high-grade mineralization trends beyond the limits of the Company's MRE and purchase of land and equipment, transaction costs paid for the Goldsource Transaction, which was offset with the cash acquired on the acquisition of Goldsource.

The cash used in financing activities during YTD 2024 increased by $1.5 million compared to YTD 2023 and primarily reflects the installment payments of $3.6 million on the Sailfish Silver Loan, interest payment of $0.3 million on the Wexford Loan, the $0.5 million payment made to GR Silver for the Settlement and Release Agreement, repayment of the Wexford Bridge Loan of $1.5 million, $4.7 million to purchase the Company's common shares under the NCIB which was offset with the proceeds of $2.5 million received on the exercise of 1.8 million share purchase options.

Liquidity risk

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 twelve months from December 31, 2024. As at December 31, 2024, the Company had cash and cash equivalents of $14.5 million and working capital (defined as current assets less current liabilities) of $10.9 million. 

For YTD 2024, the Company generated operating cash inflows from operating activities of $34.4 million (YTD 2023: $12.5 million) and generated a net income of $19.2 million (Q4 2023: $6.8 million).

13

Management Discussion and Analysis
For the year ended December 31, 2024

During 2020, the Company secured a credit arrangement from its controlling shareholder for $15.15 million ("Wexford Loan").  On March 27, 2024, the Company entered into an eighth amending agreement for the Wexford Loan wherein the Company and the Lenders agreed to further extend the maturity date from March 31, 2025 to March 31, 2029.  Due to the substantial modification of the terms of the agreement, management accounted for this transaction as an extinguishment of the original financial liability and replacement with a new financial liability (the "Revised Wexford Loan").  The Revised Wexford Loan accrues interest at a rate of 10% per annum, compounded semi-annually. 

The Company used an effective interest rate of 18.0%, the estimated market interest rate for non-related parties based on comparable debt when valuing the Revised Wexford Loan upon initial recognition; as a result, the Company recorded a capital contribution from a related party of $2.1 million directly in contributed surplus during the year ended December 31, 2024. The Revised Wexford Loan is measured at amortized cost and is to be accreted to maturity over the term using the effective interest method.  On July 18, 2024, an interest payment of $0.3 million was made on the Revised Wexford Loan.

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of $0.4 million.

On May 24, 2023, the Company entered into an agreement with Sailfish, whereby Sailfish advanced $6 million (received) for the delivery of a fixed number of ounces of silver (13,500), on the last day of the month or the gold equivalent, for a period of 24 months ("Silver Loan").  Interest on the Silver Loan is accrued at US Prime (8.25%) plus four percent per annum, calculated daily on the undelivered ounces.  Sailfish also has the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company's San Albino-Murra concession for an additional $1 million.  For the year ended December 31, 2024, the Company delivered 162,000 ounces of silver of which 126,729 oz of silver were purchased and 35,271 oz of silver were produced by its subsidiary in Nicaragua. Subsequent to December 31, 2024, the Company delivered an additional 40,500 ounces of silver for the January, February and March 2025 installments.

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.

GR SILVER MINING LTD ("GR SILVER")

On March 31, 2021, the Company completed the transaction with GR Silver pursuant to which GR Silver acquired 100% of the common shares of Mako's wholly-owned subsidiary, Marlin, from the Company. Marlin (incorporated in Canada) is the parent company of Marlin Gold Trading Inc (incorporated in Barbados) and of Oro Gold de Mexico, S.A. de C.V. (incorporated in Mexico) ("Oro Gold"), that owns the La Trinidad mine facilities (collectively, the "Marlin Group"). The Company will continue to be responsible for all necessary reclamation obligations until it receives an acknowledgement from SEMARNAT (the Mexican environmental authority) that Oro Gold's closure plan is complete.

Pursuant to the terms of the Settlement and Release Agreement, Mako made a total payment of $1.0 million to GR Silver comprised of $0.5 million cash (paid in February 2024) and the issuance of 296,710 common shares of Mako (issued in March 2024) and discharged Mako from these reclamation obligations.

OUTSTANDING SECURITIES

As of the date of this MD&A, the Company had 79,295,615 common shares issued and outstanding, plus 586,985 RSUs, 315,640 DSUs, 416,900 warrants and 1,642,950 share purchase options outstanding.

14

Management Discussion and Analysis
For the year ended December 31, 2024

TRANSACTIONS WITH RELATED PARTIES

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, and Directors. The compensation to key management was as follows:

Key management compensation

    Three months ended                 Year ended        
(in $000s)   Dec 31, 2024     Dec 31, 2023     Change     Dec 31, 2024     Dec 31, 2023     Change  
Director fees $ 88   $ 90   $ (2 ) $ 265   $ 365   $ (100 )
Salaries, consulting and management fees   488     87     401     2,071     1,285     786  
Share-based compensation   317     52     265     855     365     490  
Total $ 893   $ 229   $ 664   $ 3,191   $ 2,015   $ 1,176  
                                     
As at                           Dec 31, 2024     Dec 31, 2023  
Amount included in accounts payable                         $ 303   $ 23  

The decrease in the special committee's monthly fees payable to two directors during YTD 2024 reflects the overall reduction in director fees for the same period. This reduction was partially offset in Q4 2024 by increased fees resulting from the formation of an additional committee to oversee the EGA Acquisition.

During YTD 2024, the Company awarded performance bonuses totaling $0.7 million (YTD 2023: $0.4 million) to three senior management members, recognizing their contributions in 2023, and $0.3 million for the recent acquisition of Goldsource. Additionally, a severance payment of $0.2 million (YTD 2023: $Nil) was recorded for the former Chief Financial Officer.

The increase in share-based compensation expenses during YTD 2024 primarily reflects the granting of share purchase options, Restricted Share Units (RSUs), and Deferred Share Units (DSUs) in prior periods. Notably, in Q4 2024, 70,600 DSUs vested as a result of a departing board member.

Other related party transactions

(a) 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 year ended December 31, 2024, the Company expensed fees relating to consulting services of $9,455 (2023:  $2,845), reclamation and rehabilitation expenses of $nil (2023: $8,555) and $37,587 (2023:  $35,318) in general office expenses. Amounts payable to Tes-Oro as at December 31, 2024, were $9,397 (December 31, 2023: $Nil).

(b) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders, and a director. In addition to the Sailfish Loan and the Sailfish Silver Loan, during the year ended December 31, 2024, the Company's subsidiary Nicoz:

Gold stream sales

i. Nicoz received advances of $0.4 million (2023: $0.6 million) for the purchase of gold ounces.

ii. Nicoz sold 782 (2023: 1,058) ounces of gold to Sailfish for $0.5 million (2023: $0.5 million) of which $0.5 million (2023: $0.5 million) is recorded as production services revenue and $0.2 million (2023: gain of $0.1 million) is included in the loss on gold stream derivative asset disclosed in the statement of income and comprehensive income (loss).

As at December 31, 2024, a balance of $69,698 was receivable from Sailfish and is included in receivables (December 31, 2023: $0.3 million).

15

Management Discussion and Analysis
For the year ended December 31, 2024

Royalty fee

Sailfish is entitled to a two percent net smelter royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018. 

During the year ended December 31, 2024, a royalty fee of $1.0 million (2023: $0.3 million) was payable to Sailfish and is included in production costs in the consolidated statement of income and comprehensible income (loss).

During the year ended December 31, 2024, Nicoz offset $0.4 million in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish.

As at December 31, 2024, a balance of $0.4 million (December 31, 2023: $0.2 million) was payable to Sailfish and is included in accounts payable and accrued liabilities.

PROPOSED TRANSACTIONS

None.

GOLDSOURCE MINES INC ACQUISITION

On July 3, 2024, the Company completed the Goldsource Transaction. In doing so, the Company acquired 100% of the Eagle Mountain Project, located in Guyana. Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Eagle Mountain Project and therefore accounted for the transaction as an asset acquisition.  The former shareholders of Goldsource received 0.22 of a Mako common share for every one Goldsource share held (the "Exchange Ratio").  Additionally, the Company adjusted the Goldsource options and warrants with equivalent Mako options and warrants with the number of such securities issuable and exercise prices adjusted by the 0.22 Exchange Ratio.

The purchase price of the acquisition was $35 million, consisting of the fair value of Mako common shares issued of $32.0 million, based on the issuance of 13.2 million Mako common shares at C$3.34 per share; the fair value of Mako replacement stock options of $1.5 million (1.2 million equivalent stock options for Mako common shares); the fair value of Mako replacement warrants of $0.7 million (0.8 million equivalent warrants for Mako common shares); Mako incurred acquisition related costs of $0.8 million, mainly relating to external legal and advisory fees and due diligence costs, which were capitalized and included as a cost of acquiring the net assets.

The replacement stock options have been valued using the Black-Scholes option pricing model based on a risk-free interest rate ranging from 3.57% of 4.05%, an expected volatility of between 26.90% and 69.44%, and expected average life of up to 4.42 years. The replacement warrants have been valued using the Black-Scholes option pricing model based on a risk-free interest rate of 4.05%, an expected volatility of 57.55%, and expected life of 0.88 years.

Total purchase price was determined as follows:

(in $000s)

 

Common share issued

$32,049

Stock options replaced

1,461

Warrants replaced

723

 

$34,233

Goldsource Transaction costs

829

 

$35,062

16

Management Discussion and Analysis
For the year ended December 31, 2024

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Fair value of net assets acquired and (liabilities) assumed
(in $000's)		   As at July 3, 2024  
Assets acquire and liabilities assumed:      
Cash acquired $ 517  
Amounts receivable and prepaid expenses   454  
Building, vehicles and equipment   402  
Exploration and evaluation assets   37,685  
Less:      
Accounts payable and accrued liabilities   (1,225 )
Provision for reclamation and rehabilitation   (1,265 )
Wexford Bridge Loan and accrued interest   (1,506 )
  $ 35,062  

As a result of the Goldsource Transaction, the Company also assumed a loan of C$2.0 million from the Wexford Lenders (the "Wexford Bridge Loan").  The Wexford Bridge Loan was unsecured and incurred interest at a rate of 12% per annum, payable semi-annually, and matures on March 26, 2025.

Following the completion of the Goldsource Transaction, the Company extinguished the Wexford Bridge Loan with a payment of $1.5 million (C$2.1 million) made on July 22, 2024.

As at December 31, 2024, the balance outstanding on the Wexford Bridge Loan was $nil.

ACCOUNTING CHANGES AND CRITICAL ESTIMATES

Estimates and judgments

The preparation of financial statements in accordance with IFRS 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 judgements 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;

● Ore in circuit;

● Judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates;

● Judgement in determining whether an acquisition meets the definition of a business or whether it is a purchase of assets

● Estimation of the fair value of the Sailfish Silver Loan;

● Estimation of the effective interest rate for the Revised Wexford Loan;

● Judgement in determining that the Sailfish Silver Loan is a derivative;

● Judgement in determining whether non-current assets are impaired; and

● Estimation of the reclamation and remediation provision.

17

Management Discussion and Analysis
For the year ended December 31, 2024

Refer to Note 6 of the Company's audited consolidated financial statements for the year ended December 31, 2024, for a detailed discussion of these accounting estimates and judgments, except as noted below.

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 Goldsource was determined to be a purchase of assets.

CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements and the respective accompanying Management's Discussion and Analysis.

DISCLOSURE CONTROLS

Disclosure controls and procedures ("DC&P") are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ("ICFR") are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

TSX-V listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in NI 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) 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 (b) 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 IFRS Accounting Standards.

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.

NON-IFRS MEASURES

The Company has included non-IFRS measures in this MD&A such as adjusted EBITDA, cash cost per ounce sold, AISC per ounce sold and working capital. 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. These measures do not have any standardized meaning prescribed under the IFRS Accounting Standards and therefore may not be comparable to other issuers. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. 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. Accordingly, it is 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.

"Adjusted EBITDA" represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization ("EBITDA"), adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation.

18

Management Discussion and Analysis
For the year ended December 31, 2024

"Cash costs per ounce sold" is production costs, calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration costs excluding the amounts included in write downs of inventory.

"AISC per ounce sold" includes cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain 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.

"Working capital" is current assets less current liabilities.

The following table provides a reconciliation of production costs to cash costs and AISC:

(in $000's)   Three months ended     Year ended  
  Dec 31, 2024     Dec 31, 2023     Dec 31, 2024     Dec 31, 2023  
 
Production costs (GAAP) $ 10,939   $ 9,371   $ 38,222   $ 28,622  
Supporting general and administrative expenses   735     495     2,488     2,145  
Cash costs (non-GAAP) $ 11,674   $ 9,866   $ 40,710   $ 30,767  
General and administrative expenses   523     934     3,189     4,789  
Sustaining capital expenditures   530     220     3,049     658  
Accretion of the asset retirement costs (ARO) (Non-cash)   45     (12 )   130     87  
Capitalized exploration expenses   -     -     475     3,798  
Deferred stripping expenses   1,940     -     5,903     -  
Total AISC ($) $ 14,712   $ 11,008   $ 53,456   $ 40,099  
                         
Ounces of gold sold   10,888     13,481     39,001     34,695  
Cash cost per gold ounce sold $ 1,006   $ 695   $ 980   $ 825  
AISC per gold ounce sold $ 1,352   $ 817   $ 1,371   $ 1,156  

Earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion, and amortization ("EBITDA") calculations:

(in 000's)   Three months ended     Year ended  
  Dec 31, 2024     Dec 31, 2023     Dec 31, 2024     Dec 31, 2023  
 
Net income after taxes $ 4,657   $ 9,516   $ 19,152   $ 6,799  
Income tax expense   5,912     816     10,197     2,084  
Finance cost, net of finance income   357     367     971     1,449  
Depreciation and amortization   1,682     3,335     7,596     13,424  
EBITDA (1) $ 12,608   $ 14,034   $ 37,916   $ 23,756  
                         
Share-based compensation expense   221     256     1,022     651  
Exploration activities   1,240     987     3,263     4,356  
Write-down of inventories   -     -     -     1,169  
Change in provision for reclamation and rehabilitation   18     23     -     31  
ADJUSTED EBITDA (1) $ 14,087   $ 15,300   $ 42,201   $ 29,963  

(1) Refer to "Non-IFRS Measures"

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. Until completion of the Marlin Transaction in early November 2018, the Company had no source of revenue other than interest income. Moving forward, the San Albino Property is expected to be largely financed by debt and equity financings. The Company's mineral properties are in Nicaragua and Guyana, 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.

19

Management Discussion and Analysis
For the year ended December 31, 2024

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.

● 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 conduct its business.

● Although the Company has taken steps to verify title to its exploration and evaluation assets there is no guarantee that the exploration and evaluation 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 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 impacts 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.

20

Management Discussion and Analysis
For the year ended December 31, 2024

An investment in the Company's common shares is highly speculative and subject to a number of risks and uncertainties. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described above and the other information filed with the Canadian securities regulators 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.

FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking information" (also referred to as "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. All statements, other than statements of historical fact, are forward-looking statements.

In this MD&A, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: regulatory and permitting considerations, financing of the Company's acquisitions and other activities, exploration, development and operation of mining properties 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.

Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below and including those referenced in the "Risks and Uncertainties" section of this MD&A, and, as a result they may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

• financing, capitalization and liquidity risks;

• mineral exploitation and exploration program cost estimates;

• 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;

• other factors referenced under "Risks and Uncertainties"; and

• other risks normally incident to the acquisition, exploration, development and operation of mining properties.

21

Management Discussion and Analysis
For the year ended December 31, 2024

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company's affairs since the date of this report that would warrant any modification of any forward-looking statements made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company's website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to the Company's disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online at www.sedarplus.ca. 

22

April 21st, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Q1 2025 Production Results Generating Record Gold Revenue of US$31.5 million

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide first quarter 2025 ("Q1 2025") production results for the Company's San Albino gold mine ("San Albino") in northern Nicaragua and an update on the Eagle Mountain gold project in Guyana. Certain amounts shown in this news release may not total to exact amounts due to rounding differences. All amounts expressed in U.S. dollars unless otherwise noted. 

Q1 2025 San Albino Operational Highlights

Q1 2025 Mako Financial Highlights

Akiba Leisman, Chief Executive Officer of Mako states that "Production in Q1 2025 was strong, with gold sales of 10,817 ounces (similar to Q4 2024), generating a record of US$31.5 million in revenue due to higher realized gold prices.  The acquisition of the Moss Mine was completed at the very end of the quarter, with 936 gold ounces sold from the residual leach operations in the few days that Mako owned the mine during Q1 2025.  Record high gold prices are having a significantly positive effect on the Company, which allowed Mako to reinvest in exploration in Nicaragua, rapidly advance the Eagle Mountain project in Guyana and acquire the Moss Mine in Arizona, all while increasing cash on the balance sheet to be used for the eventual construction of the Eagle Mountain project next year."

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Table 1 - Operating Results for San Albino

  Units Q2 2024 Q3 2024 Q4 2024 Q1 2025
           
Mined          
Diluted Vein          
Tonnes t 24,365 6,781 24,819 29,163
Gold Grade g/t 14.25 12.72 14.81 10.26
Silver Grade g/t 19.00 12.02 13.06 10.43
Contained Gold oz 11,160 2,774 11,818 9,620
Contained Silver oz 14,885 2,620 10,419 9,777
Historical Dump + Other*          
Tonnes t 35,185 22,968 21,913 19,650
Gold Grade g/t 3.27 3.57 3.97 2.97
Silver Grade g/t 5.38 3.98 3.87 3.58
Contained Gold oz 3,695 2,640 2,799 1,875
Contained Silver oz 6,085 2,937 2,728 2,259
Waste          
Tonnes t 2,049,795 758,401 1,287,997 2,272,474
Phase 2 - Capitalized Waste t 0.0 1,286,632 614,119 0
Strip Ratio (1) w:o 34.4 29.4 27.6 46.6
Milled          
Diluted Vein % 39% 14% 49% 52%
Historical Dump + Other* % 61% 86% 51% 48%
Tonnes t 52,681 51,865 51,242 53,551
Gold Grade g/t 8.79 4.20 8.60 7.10
Silver Grade g/t 11.78 5.08 8.17 7.40
Contained Gold oz 14,888 7,002 14,175 12,228
Contained Silver oz 19,953 8,479 13,453 12,740
Mill Availability % 97% 96% 97% 98%
Average Tonnes per Day t/day 598 584 576 608
Recovered          
Gold Recovery % 82.0% 73.4% 85.0% 85.3%
Gold Recovered oz 12,206 5,142 12,053 10,436
Gold Equiv. Recovered (2) oz 12,388 5,210 12,182 10,553
Gold Sold oz 12,313 6,532 10,803 9,881
Gold Equiv. Sold (2) oz 12,484 6,641 10,873 10,021
Avg. Realized Price Gold ** US$/oz 2,349 2,470 2,670 2,898
Avg. Realized Price Silver US$/oz 28 29 31 32

* Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

**For the purpose of calculating revenue, payments to Sailfish are deducted from the Average Realized Price Gold.

(1) Strip Ratio calculation does not include waste material that is capitalized

(2) Equivalent Gold ounces are calculated by: Silver recovered. or Silver sold (oz) / Avg. Realized Price Gold ($/oz) / Avg. Realized Price Silver ($/oz)

3

Table 2 - Quarter-End Stockpile Statistics

  Units Q2 2024 Q3 2024 Q4 2024 Q1 2025
           
Historical Dump + Other**          
Tonnes t 157,612 135,496 130,987 126,248
Gold Grade g/t 2.45 2.49 2.69 2.61
Contained Gold oz 12,436 10,849 11,327 10,587
Total          
Tonnes t 157,612 135,496 130,987 126,248
Gold Grade g/t 2.45 2.49 2.69 2.61
Contained Gold oz 12,436 10,849 11,327 10,587

** Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

Mining at San Albino

The mine produced an average of 542 tonnes per day of diluted vein and historical dump + other material in Q1 2025. The strip ratio averaged 46.6:1, which included accelerated waste development of the Bayacun and Limon-Mango Pit with the goal of improving the mining sequence and increasing access to higher gold grades in the second and third quarter of 2025.

In Q1 2025, diluted vein material was sourced from three different veins: Las Conchitas South (El Limon-Mango 20%, Las Dolores 24%) and Las Conchitas Central (Cruz Grande 56%). In Q2 2025, production is also expected from the high-grade Bayacun and Intermediate veins located in Las Conchitas South and Las Conchitas Central, respectively.

Milling at San Albino

During Q1 2025, the plant throughput rate averaged 608 tpd, 22% above nameplate capacity. Mill availability remained high at 98% which compares favorably with industry averages. The mill head grade averaged 7.10 g/t Au, comprised of 52% diluted vein material and 48% historical dump + other material. A total of 10,436 ounces of gold were recovered during the quarter at a mill recovery of 85.3%.

Eagle Mountain Gold Project

Consistent with the 2024 work program at the Eagle Mountain Project, the Q1 2025 work program included engineering and environmental activities to confirm mine design parameters and to generate the data and studies required to complete an Environmental Impact Statement ("EIS") for submission to the Guyana Environmental Protection Agency ("EPA"). The Company is targeting H2 2025 for the submission of the EIS.

Phase 2 activities, which commenced in January 2025, comprised geotechnical drilling and testing of the saprolite and underlying fresh rock to facilitate infrastructure siting studies and site hydrogeological drilling to generate data for both pit optimization and water resource management studies. Q1 2025 activities also included environmental geochemical testing of water, soils, and rock for which analyses are ongoing. In March 2025, the Company officially initiated the regulatory permitting process in Guyana through the submission of Environmental Application and Project Summary documents to the Guyana EPA.

4

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

Qualified Person

John Rust, a metallurgical engineer and qualified person (as defined under NI 43-101) has read and approved the technical information contained in this press release. Mr. Rust is a senior metallurgist and a consultant to the Company.

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

Forward-Looking Information:  Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. The forward-looking information contained herein is based on the Company's plans and expectations and assumptions as of the date such statements forward looking statements include that: all associated capital expenditures required to restart mining operations at Moss mine will be funded out of a small fraction of the Company's cash generation from Q1 2025; expectations stated regarding Q2 and Q3 2025 production at San Albino, expected timing for the submission of the EIS to the Guyana EPA. 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 production results in Q2 and Q3 2025 will not meet expectations; that the EIS will not be submitted on the timeline expected; uncertainty related to mining exploration properties; political risks and uncertainties involving the Company's mineral properties; the inherent uncertainty of cost estimates and the potential for unexpected costs and expense; commodity price fluctuations and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 the Company's expectations regarding the Company's Q1 2025 production and operating results at San Albino gold project, financial highlights for Q1 2025 and current corporate updates, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

 

5
Suite 700 - 838 West Hastings St.
Vancouver, BC - V6C 0A6
IR: (647) 203-8793

www.makominingcorp.com
TSX-V: MKO | OTCQX: MAKOF
April 21st, 2025  
TSX-V: MKO; OTCQX: MAKOF  

 

Mako Mining Provides Corporate Update

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to announce the appointment of Steve Parsons as President of Mako, having served as Officer of the Company's subsidiary, Goldsource Mines Inc. since the completion of the Company's acquisition of Goldsource in July 2024.

The Company also announces that it has granted an aggregate of 740,000 stock options of the Company under the terms of the Company's Omnibus Incentive Plan (the "Plan") to the Company's executive officers and certain other employees and contractors. The stock options have a term of five years expiring April 18th, 2030, and will vest in equal installments of 25% on April 18th 2026, 2027, 2028 and 2029. The exercise price of the stock options is C$4.47.

The Company has also granted an aggregate of 502,785 restricted share units of the Company under the terms of the Plan to its executive officers and certain other employees and contractors, with a restricted period ending in 2028, and an aggregate of 145,000 deferred share units of the Company under the terms of the Plan to its directors, vesting on termination of service.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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

Neither the 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.

Forward-Looking Information: Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein is based on the Company's plans and expectations and assumptions as of the date such statements are made and includes information concerning the vesting schedule for the stock options, restricted share units and deferred share units disclosed herein. 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, any changes that may be made to the vesting schedules for the stock options, restricted share units and deferred share units disclosed herein and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 the current corporate updates stated herein, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

2

May 14th, 2024

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Intersects 117.98 g/t Gold over 1.7m (Estimated True Width) at Las Conchitas

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide additional exploration results from the ongoing reverse circulation ("RC") drill program at Mako's newest mining area, Las Conchitas in northern Nicaragua.  Las Conchitas is located between the Company's San Albino Gold Mine and the nearby historical El Golfo Mine on the Company's El Jicaro Concession, where the Company has recently initiated an exploration drilling campaign (please see figure attached).

The RC and diamond drill program at Los Conchitas has two key objectives: 1) to identify extensions of high-grade gold veins beyond the mineralized limits of the deposit as defined by the Company's "Amended Technical Report and Estimate of Mineral Resources (MRE) for the San Albino Project Comprised of the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua" dated October 11, 2023 and updated on June 10, 2024; and 2) to further evaluate the underground resource potential and geotechnical characteristics to support the proposed Las Conchitas underground development.

The drill results reported in this release are from multiple subparallel, northeast-southwest striking and gently dipping gold-bearing quartz veins. These results allow the Company to assess and identify potential future mining areas within the permitted ultimate open pit, as well as to assess potential areas for underground mining.

Drilling Highlights

1

Akiba Leisman, CEO of Mako states, "these results demonstrate the high-grade nature of Las Conchitas, with clear potential to expand known areas that will be amenable to both open-pit and underground mining methods. Las Conchitas continues to be a profitable mining area for Mako since gold extraction began in July 2023, supplementing commercial production from the primary San Albino area since July 2021, and it will be an important contributor to Mako from its open pit and underground resources for the foreseeable future.  However, Las Conchitas was selected as our second priority because of access and logistics, not because of resource potential. Our second priority was always at the historic El Golfo area to the southwest of Las Conchitas. Drilling at El Golfo commenced in April, with results due back imminently." 

Cruz Grande/El Limon Vein

Drilling between the Cruz Grande and El Limon/Mango/Bayacun ("LMB") pit area was designed to test the continuity of shallow gold mineralization, as defined in the MRE, and to evaluate the potential for underground resources within an area of sparse drill data (see drill plan below). Positively, the drill results indicate that the Cruz Grande and El Limon veins are part of a larger, interconnected mineralized system. Previously, the veins were interpreted as two distinct veins. Results justify additional drilling to delineate potential mining areas and to improve the understanding of gold distribution.

Drill hole LC25-RC921 intersected 117.98 g/t Au and 37.0 g/t Ag over 2.0 m (1.7 m ETW), 103 m below surface, and confirmed an 87 m up-dip extension of the gold vein intersected by diamond drill hole LC19-124 (see press release dated January 6, 2020). LC19-124 intersected two intervals representing the El Limon Zone of 8.68 g/t Au and 24.9 g/t Ag over 0.8 m and 26.8 g/t Au and 50.1 g/t Ag over 0.7 m, respectively. The second interval intersected mineralization at a vertical depth of 155 meters.

Intermediate Vein

Drilling at the Intermediate pit area was designed to test a previously identified high-grade gold zone outside the MRE pit limits. Confirmation of this data has been positive, and mining has commenced in this area.

LC24-RC721, situated between two pits defined in the MRE, intersected 14.76 g/t Au and 13.67 g/t Ag over 3.0 m (2.6 m ETW), 65 m below surface. This drill hole confirms structural continuity of the vein and demonstrates a 15 m strike extension from LC22-911 (see press release dated October 24, 2022) which intersected 22.89 g/t Au and 7.2 g/t Ag over 1.40 m (1.3 m ETW), at a vertical distance of 66.5 m.

Mina Francisco Vein

The Company has completed 27 RC drill holes totaling approximately 3,100 m, at a nominal 15 m spacing, in order to delineate gold mineralization for detailed underground mine design. The results of this drilling have identified a new high-grade vein ("MF2") and have demonstrated a higher grade-thickness than what was delineated in the previously identified Mina Francisco vein ("MF1").

The new high-grade mineralization intersected by drill hole LC25-RC873 reports 18.14 g/t Au and 9.5 g/t Ag over 7.0 m (6.7 m ETW), 111 m below surface. This composite contained both the MF1 and the new MF2 structure separated by 1 m of internal dilution (see table below).

Drill hole LC24-RC614 located 47 m SW of LC25-RC873 also intersected two mineralized zones, 89 m below surface (see table below). The first interval intersected 24.1 g/t of Au and 11.4 g/t Ag over 1.0 m (ETW) in MF1 and 5 m below this interval, MF2 returned 24.59 g/t Au and 10.2 g/t Ag over 4.0 m (3.1 m ETW). 

2

These two holes indicate the potential to add an additional zone below the main zone which has not been considered in the current underground mine plan. Drilling to date indicates this new zone is at least 100 m x 40 m. Additional drilling is planned with the objective of extending this zone, as well as incorporating it into a detailed mine plan. 

The wider than average MF1 is defined by six drill holes which average 7.0 g/t Au over 3.6 m (ETW) making this area one of the wider zones encountered to date. The widest intercept was in hole LC25-RC611 which intersected 12.0 m (7.8 m ETW) at 5.01 g/t Au and 5.7 g/t Ag followed by LC25-RC612 which intersected 9.0 m (5.2 m ETW) at 5.27 g/t Au and 4.5 g/t Ag.  The other holes that define this zone are LC25-RC609 - 9.81 g/t Au and 7.4 g/t Ag over 4.0 m (3.9 m ETW); LC25-RC610 - 6.70 g/t Au and 3.0 g/t Ag over 3.0 m (2.9 m ETW); LC25-RC614 - 24.10 g/t Au and 11.4 g/t Ag over 1.0 m (ETW) and LC22-536 7.69 g/t Au and 5.9 g/t Ag over 2.5 m (2.3 m ETW) (see press release dated Oct 24, 2022). The new, wider zone measures approximately 46 m x 46 m. 

The Company is also targeting extensions of shallow, high-grade gold zones beyond the current MRE pit limits. Drill hole LC24-RC633 intersected 29.57 g/t Au and 66.7 g/t Ag over 3.0 m (2.6 m ETW), 22 m below surface, and below the pit limit defined by the MRE.

Bayacun vein (LMB Pit)

In the LMB area, the key objective of the recent drilling program has been to test extensions of shallow, high-grade mineralized zones within the current MRE pit limits. Drill hole LC24-RC720 intersected, 24.95 g/t Au and 28.9 g/t Ag over 4.0 m (3.9 m ETW), 27 m below surface. This intercept is located 17 m up-dip from drill hole LC19-102, which intersected 15.21 g/t Au and 24.9 g/t Ag over 2.6 m (2.0 m ETW), 33 m below surface (see press release dated September 10, 2019).

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Table - Assay Results Reported in This Press Release 

Zone RC Drill Hole From To Width Au Ag Interval
(m) (m) (m) (g/t) (g/t)
Tirado LC25-RC809 65 66 1 1.34 4.9 1.34 g/t of Au and 4.9 g/t of Ag over 1.00 m
San Pablo LC24-RC518 68 69 1 2.41 1.5 2.41 g/t of Au and 1.5 g/t of Ag over 1.00 m
San Pablo LC24-RC580 98 99 1 5.48 4.6 5.48 g/t of Au and 4.6 g/t of Ag over 1.00 m
San Pablo LC24-RC582 88 89 1 4.05 9.6 6.58 g/t of Au and 7.1 g/t of Ag over 2.00 m
89 90 1 9.10 4.5
San Pablo LC24-RC601 95 96 1 1.02 0.8 1.02 g/t of Au and 0.8 g/t of Ag over 1.00 m
San Pablo LC25-RC807 122 123 1 3.16 0.9 1.51 g/t of Au and 1.6 g/t of Ag over 5.00 m
123 124 1 0.15 0.3
124 125 1 2.32 3.2
125 126 1 0.33 0.7
126 127 1 1.60 2.8
San Pablo LC25-RC851 70 71 1 1.27 2.2 2.24 g/t of Au and 3.3 g/t of Ag over 3.00 m
71 72 1 2.12 2.8
72 73 1 3.35 4.8
Mina Francisco LC25-RC857 100 101 1 12.20 5.4 12.20 g/t of Au and 5.4 g/t of Ag over 1.00 m
San Pablo LC25-RC874 11 12 1 1.62 1.5 1.62 g/t of Au and 1.5 g/t of Ag over 1.00 m
San Pablo-MF 36 37 1 10.40 4.3 10.40 g/t of Au and 4.3 g/t of Ag over 1.00 m
Mina Francisco 97 98 1 3.29 16.1 3.29 g/t of Au and 16.1 g/t of Ag over 1.00 m
Mina Francisco LC25-RC875 101 102 1 22.10 19.8 8.09 g/t of Au and 8.0 g/t of Ag over 3.00 m
102 103 1 0.74 1.8
103 104 1 1.45 2.3
Upper Mina Francisco LC24-RC517 3 4 1 1.62 1.1 1.15 g/t of Au and 0.9 g/t of Ag over 3.00 m
  4 5 1 0.06 0.5
Mina Francisco 5 6 1 1.77 1.1
Mina Francisco LC24-RC545 20 21 1 2.07 3.8 2.07 g/t of Au and 3.8 g/t of Ag over 1.00 m
Mina Francisco LC24-RC553 59 60 1 5.99 6.0 5.99 g/t of Au and 6.0 g/t of Ag over 1.00 m
Mina Francisco LC25-RC897 100 101 1 5.00 10.2 5.00 g/t of Au and 10.2 g/t of Ag over 1.00 m
Mina Francisco LC25-RC898 109 110 1 1.20 3.6 1.20 g/t of Au and 3.6 g/t of Ag over 1.00 m
Mina Francisco LC24-RC631 51 52 1 6.02 6.2 3.90 g/t of Au and 5.7 g/t of Ag over 2.00 m
52 53 1 1.77 5.2
Upper Mina Francisco LC24-RC633 10 11 1 1.09 2.3 1.09 g/t of Au and 2.3 g/t of Ag over 1.00 m
Mina Francisco 34 35 1 14.70 67.8 29.57 g/t of Au and 66.7 g/t of Ag over 3.00 m
35 36 1 43.30 59.9
36 37 1 30.70 72.4
Mina Francisco LC24-RC695 31 32 1 1.01 1.9 1.01 g/t of Au and 1.9 g/t of Ag over 1.00 m
Mina Francisco LC25-RC871 105 106 1 2.42 4.1 2.42 g/t of Au and 4.1 g/t of Ag over 1.00 m
Mina Francisco 2 108 109 1 1.10 1.0 1.20 g/t of Au and 0.9 g/t of Ag over 2.00 m
109 110 1 1.31 0.7
Mina Francisco LC25-RC872 93 94 1 3.28 15.2 3.28 g/t of Au and 15.2 g/t of Ag over 1.00 m
Mina Francisco 2 96 97 1 1.26 0.9 1.26 g/t of Au and 0.9 g/t of Ag over 1.00 m
Mina Francisco LC25-RC873 111 112 1 70.90 24.4 18.14 g/t of Au and 9.5 g/t of Ag over 7.00 m; incl.
29.94 g/t of Au and 37.6 g/t of Ag over 3.00 m; and
12.35 g/t of Au and 28.0 g/t of Ag over 3.00 m
112 113 1 3.51 3.5
113 114 1 15.40 9.7
  114 115 1 0.10 0.8
Mina Francisco 2 115 116 1 31.50 23.8
116 117 1 3.00 3.1
117 118 1 2.54 1.1
Mina Francisco LC25-RC603 40 41 1 3.05 53.7 3.05 g/t of Au and 53.7 g/t of Ag over 1.00 m
Mina Francisco LC25-RC604 78 79 1 9.97 19.3 9.97 g/t of Au and 19.3 g/t of Ag over 1.00 m
Mina Francisco LC25-RC605 67 68 1 2.93 7.1 2.93 g/t of Au and 7.1 g/t of Ag over 1.00 m
Mina Francisco LC25-RC606 40 41 1 1.40 2.5 2.55 g/t of Au and 2.0 g/t of Ag over 3.00 m
41 42 1 5.00 2.4
42 43 1 1.26 1.0
Mina Francisco LC25-RC609 65 66 1 1.76 1.0 9.81 g/t of Au and 7.4 g/t of Ag over 4.00 m
66 67 1 34.30 23.9
67 68 1 1.72 3.1
68 69 1 1.44 1.4
Mina Francisco LC25-RC610 68 69 1 11.70 6.8 6.70 g/t of Au and 3.0 g/t of Ag over 3.00 m
69 70 1 2.81 1.7
70 71 1 5.58 0.5

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Zone  RC Drill Hole  From To Width Au Ag Interval
(m) (m) (m) (g/t) (g/t)
Mina Francisco LC25-RC611 71 72 1 4.09 1.6 5.01 g/t of Au and 5.7 g/t of Ag over 12.00 m
72 73 1 5.15 3.3
73 74 1 11.70 16.8
74 75 1 14.90 10.4
75 76 1 5.40 1.9
76 77 1 3.33 2.5
77 78 1 9.07 14.3
78 79 1 0.82 1.7
79 80 1 1.05 4.3
80 81 1 0.18 2.5
81 82 1 3.08 4.4
82 83 1 1.32 4.1
Mina Francisco LC25-RC612 78 79 1 2.46 4.3 5.27 g/t of Au and 4.5 g/t of Ag over 9.00 m
79 80 1 10.90 9.5
80 81 1 1.35 1.1
81 82 1 1.42 3.1
82 83 1 1.23 3.5
83 84 1 3.98 5.8
84 85 1 6.85 3.1
85 86 1 5.06 2.3
86 87 1 14.20 7.9
Mina Francisco LC25-RC613 84 85 1 5.58 20.5 5.58 g/t of Au and 20.5 g/t of Ag over 1.00 m
Mina Francisco 2 90 91 1 1.83 0.8 3.89 g/t of Au and 1.4 g/t of Ag over 2.00 m
91 92 1 5.95 1.9
Mina Francisco LC25-RC614 86 87 1 24.10 11.4 24.10 g/t of Au and 11.4 g/t of Ag over 1.00 m
Mina Francisco 2 92 93 1 6.34 6.2 24.59 g/t of Au and 10.2 g/t of Ag over 4.00 m
93 94 1 18.70 11.4
94 95 1 70.10 21.9
95 96 1 3.22 1.2
Mina Francisco 2 LC25-RC615 96 97 1 21.40 9.9 21.40 g/t of Au and 9.9 g/t of Ag over 1.00 m
Mina Francisco LC25-RC616 81 82 1 4.50 10.1 2.95 g/t of Au and 6.0 g/t of Ag over 2.00 m
82 83 1 1.41 1.9
Mina Francisco 2 LC25-RC617 91 92 1 6.31 6.4 6.31 g/t of Au and 6.4 g/t of Ag over 1.00 m
Mina Francisco 2b 101 102 1 2.93 2.5 2.58 g/t of Au and 1.8 g/t of Ag over 2.00 m
102 103 1 2.23 1.1
Mina Francisco LC25-RC618 94 95 1 3.49 7.3 2.93 g/t of Au and 9.6 g/t of Ag over 2.00 m
95 96 1 2.37 11.9
Mina Francisco 2 108 109 1 1.29 3.5 1.29 g/t of Au and 3.5 g/t of Ag over 1.00 m
San Pablo LC25-RC619 6 7 1 2.74 6.2 2.74 g/t of Au and 6.2 g/t of Ag over 1.00 m
Mina Francisco 99 100 1 7.64 3.6 7.64 g/t of Au and 3.6 g/t of Ag over 1.00 m
Mina Francisco LC25-RC620 100 101 1 5.03 15.7 5.03 g/t of Au and 15.7 g/t of Ag over 1.00 m
Intermediate LC24-RC628 71 72 1 4.78 8.9 4.78 g/t of Au and 8.9 g/t of Ag over 1.00 m
Intermediate LC24-RC630 68 69 1 4.97 6.8 3.03 g/t of Au and 4.3 g/t of Ag over 2.00 m
69 70 1 1.09 1.8
Intermediate LC24-RC635 51 52 1 3.61 4.6 3.61 g/t of Au and 4.6 g/t of Ag over 1.00 m
Intermediate LC24-RC637 15 16 1 1.56 3.4 7.98 g/t of Au and 10.8 g/t of Ag over 2.00 m
16 17 1 14.40 18.2
Intermediate LC24-RC639 44 45 1 7.76 3.9 7.76 g/t of Au and 3.9 g/t of Ag over 1.00 m
Intermediate LC24-RC692 71 72 1 11.30 28.2 11.30 g/t of Au and 28.2 g/t of Ag over 1.00 m
Intermediate LC24-RC698 57 58 1 2.82 1.1 2.27 g/t of Au and 1.1 g/t of Ag over 2.00 m
58 59 1 1.72 1.1
Intermediate LC24-RC721 65 66 1 1.70 1.6 14.76 g/t of Au and 13.67 g/t of Ag over 3.00 m
66 67 1 39.20 35.5
67 68 1 3.37 3.9
Intermediate LC24-RC722 87 88 1 1.27 7.5 1.27 g/t of Au and 7.5 g/t of Ag over 1.00 m
Intermediate LC24-RC724 45 46 1 1.63 3.2 7.52 g/t of Au and 9.0 g/t of Ag over 3.00 m
46 47 1 1.22 1.4
47 48 1 19.70 22.4
Intermediate LC24-RC725 43 44 1 9.92 16.0 5.74 g/t of Au and 9.0 g/t of Ag over 2.00 m
44 45 1 1.56 2.0
Intermediate LC24-RC726 28 29 1 8.74 9.7 6.66 g/t of Au and 7.3 g/t of Ag over 2.00 m
29 30 1 4.58 4.9
33 34 1 1.15 6.6 1.15 g/t of Au and 6.6 g/t of Ag over 1.00 m
Mina Francisco-Intermediate LC24-RC727 9 10 1 2.74 11.7 2.74 g/t of Au and 11.7 g/t of Ag over 1.00 m
14 15 1 4.16 4.9 4.16 g/t of Au and 4.9 g/t of Ag over 1.00 m
Intermediate LC24-RC728 26 27 1 9.23 12.4 8.51 g/t of Au and 11.3 g/t of Ag over 2.00 m
27 28 1 7.80 10.1

5

Zone RC Drill Hole From To Width Au Ag Interval
(m) (m) (m) (g/t) (g/t)
Intermediate LC24-RC729 33 34 1 9.36 13.2 8.09 g/t of Au and 10.7 g/t of Ag over 4.00 m
34 35 1 7.26 6.8
35 36 1 13.80 20.3
36 37 1 1.94 2.5
Intermediate LC24-RC731 70 71 1 5.95 7.8 5.95 g/t of Au and 7.8 g/t of Ag over 1.00 m
Intermediate LC24-RC733 78 79 1 1.08 2.0 1.08 g/t of Au and 2.0 g/t of Ag over 1.00 m
Intermediate 2 LC24-RC738 3 4 1 1.93 5.7 2.10 g/t of Au and 8.7 g/t of Ag over 2.00 m
4 5 1 2.27 11.6
Intermediate 2 LC25-RC812 19 20 1 7.20 24.0 7.20 g/t of Au and 24.0 g/t of Ag over 1.00 m
Intermediate 2 LC25-RC813 21 22 1 1.06 37.6 1.06 g/t of Au and 37.6 g/t of Ag over 1.00 m
Intermediate 2 LC24-RC800 48 49 1 1.27 1.9 1.27 g/t of Au and 1.9 g/t of Ag over 1.00 m
Intermediate 3 LC24-RC784 40 41 1 1.97 1.2 1.97 g/t of Au and 1.2 g/t of Ag over 1.00 m
Intermediate 4 LC24-RC736 73 74 1 1.08 3.5 1.08 g/t of Au and 3.5 g/t of Ag over 1.00 m
Cruz Grande LC25-RC814 130 131 1 1.38 6.3 1.38 g/t of Au and 6.3 g/t of Ag over 1.00 m
Intermediate 2 LC25-RC815 27 28 1 3.16 9.8 3.16 g/t of Au and 9.8 g/t of Ag over 1.00 m
Cruz Grande 149 150 1 3.80 2.9 3.80 g/t of Au and 2.9 g/t of Ag over 1.00 m
Intermediate 2 LC24-RC794 1 2 1 3.46 5.5 3.46 g/t of Au and 5.5 g/t of Ag over 1.00 m
Cruz Grande LC24-RC796 1 2 1 2.60 2 2.60 g/t of Au and 2 g/t of Ag over 1.00 m
Cruz Grande LC24-RC664 24 25 1 4.56 6.7 4.56 g/t of Au and 6.7 g/t of Ag over 1.00 m
Upper Cruz Grande LC24-RC666 15 16 1 1.61 3.4 2.69 g/t of Au and 3.2 g/t of Ag over 4.00 m
16 17 1 1.43 3.4
17 18 1 4.79 3.6
18 19 1 2.93 2.5
Cruz Grande 80 81 1 1.07 0.7 1.07 g/t of Au and 0.7 g/t of Ag over 1.00 m
Cruz Grande 87 88 1 1.68 2.2 1.68 g/t of Au and 2.2 g/t of Ag over 1.00 m
Cruz Grande 2 LC24-RC669 65 66 1 1.19 0.3 1.19 g/t of Au and 0.3 g/t of Ag over 1.00 m
Cruz Grande LC24-RC670 32 33 1 1.02 1.1 1.02 g/t of Au and 1.1 g/t of Ag over 1.00 m
Cruz Grande LC24-RC671 16 17 1 1.39 2.8 3.39 g/t of Au and 8.5 g/t of Ag over 5.00 m
17 18 1 2.11 4.8
18 19 1 0.81 3.3
19 20 1 5.26 6.3
20 21 1 7.36 25.3
Cruz Grande LC24-RC674 27 28 1 4.32 10.7 4.32 g/t of Au and 10.7 g/t of Ag over 1.00 m
Cruz Grande LC24-RC675 25 26 1 2.63 5.9 2.19 g/t of Au and 6.9 g/t of Ag over 2.00 m
26 27 1 1.74 7.8
Cruz Grande 2 44 45 1 3.32 1.3 4.47 g/t of Au and 1.5 g/t of Ag over 2.00 m
45 46 1 5.62 1.7
Cruz Grande-3 49 50 1 1.14 1.0 1.138 g/t of Au and 1 g/t of Ag over 1.00 m
Cruz Grande-3 LC24-RC676 22 23 1 5.24 7.8 4.79 g/t of Au and 6.6 g/t of Ag over 2.00 m
23 24 1 4.33 5.4
Cruz Grande LC24-RC679 40 41 1 14.90 9.9 8.18 g/t of Au and 7.2 g/t of Ag over 2.00 m
41 42 1 1.45 4.4
Cruz Grande LC25-RC817 107 108 1 2.02 63.4 2.02 g/t of Au and 63.4 g/t of Ag over 1.00 m
Cruz Grande 2 LC25-RC818 57 58 1 1.77 0.9 1.77 g/t of Au and 0.9 g/t of Ag over 1.00 m
Cruz Grande LC25-RC820 30 31 1 1.14 1.2 1.14 g/t of Au and 1.2 g/t of Ag over 1.00 m
Cruz Grande 2 45 46 1 1.24 1.3 1.24 g/t of Au and 1.3 g/t of Ag over 1.00 m
Upper Cruz Grande LC25-RC823 1 2 1 1.12 1.0 1.12 g/t of Au and 1.0 g/t of Ag over 1.00 m
Cruz Grande LC25-RC824 0 1 1 5.17 11.1 2.34 g/t of Au and 4.6 g/t of Ag over 4.00 m
1 2 1 1.82 5.8
2 3 1 0.15 0.9
3 4 1 2.20 0.5
Cruz Grande LC25-RC921 103 104 1 229.80 72.5 117.98 g/t of Au and 37.0 g/t of Ag over 2.00 m
104 105 1 6.15 1.5
Upper Limon LC24-RC681 28 29 1 2.53 4.4 2.53 g/t of Au and 4.4 g/t of Ag over 1.00 m
Upper Limon LC24-RC683 51 52 1 1.62 3.4 1.62 g/t of Au and 3.4 g/t of Ag over 1.00 m
Upper Limon LC24-RC686 54 55 1 2.81 1.5 2.81 g/t of Au and 1.5 g/t of Ag over 1.00 m
Upper Limon LC24-RC689 51 52 1 3.55 2.8 5.48 g/t of Au and 10.0 g/t of Ag over 5.00 m
52 53 1 7.72 22.0
53 54 1 1.17 4.6
54 55 1 0.55 1.5
55 56 1 14.40 19.0
Upper Limon LC24-RC742 41 42 1 4.53 6.4 4.53 g/t of Au and 6.4 g/t of Ag over 1.00 m
Upper Limon LC24-RC744 30 31 1 1.33 0.8 1.33 g/t of Au and 0.8 g/t of Ag over 1.00 m
Upper Limon a LC24-RC746 19 20 1 4.96 3.6 4.96 g/t of Au and 3.6 g/t of Ag over 1.00 m
Upper Limon 39 40 1 1.48 1.4 1.48 g/t of Au and 1.4 g/t of Ag over 1.00 m
Upper Limon LC24-RC747 47 48 1 3.96 6.3 3.96 g/t of Au and 6.3 g/t of Ag over 1.00 m
Upper Limon LC24-RC748 38 39 1 1.37 1.4 2.32 g/t of Au and 2.6 g/t of Ag over 2.00 m
39 40 1 3.27 3.7

6


Zone RC Drill Hole From To Width Au Ag Interval
(m) (m) (m) (g/t) (g/t)
Upper Mina Francisco LC24-RC751 3 4 1 1.28 3.5 1.28 g/t of Au and 3.5 g/t of Ag over 1.00 m
Upper Limon 115 116 1 4.25 4.4 4.25 g/t of Au and 4.4 g/t of Ag over 1.00 m
Upper Limon LC24-RC754 6 7 1 1.66 3.6 1.81 g/t of Au and 2.9 g/t of Ag over 2.00 m
7 8 1 1.96 2.1
Upper Limon LC24-RC755 28 29 1 14.30 7.3 14.30 g/t of Au and 7.3 g/t of Ag over 1.00 m
Upper Limon LC24-RC756 22 23 1 5.17 22.2 5.17 g/t of Au and 22.2 g/t of Ag over 1.00 m
Upper Limon LC24-RC765 6 7 1 1.54 1.5 2.65 g/t of Au and 2.2 g/t of Ag over 3.00 m
7 8 1 0.86 2.6
8 9 1 5.54 2.6
Upper Limon LC24-RC775 91 92 1 1.03 0.7 1.03 g/t of Au and 0.7 g/t of Ag over 1.00 m
Upper Limon LC25-RC831 26 27 1 1.86 2.0 8.28 g/t of Au and 10.5 g/t of Ag over 2.00 m
27 28 1 14.70 18.9
Intermediate 46 47 1 4.06 11.1 4.06 g/t of Au and 11.1 g/t of Ag over 1.00 m
Intermediate LC25-RC832 50 51 1 1.62 0.7 1.62 g/t of Au and 0.7 g/t of Ag over 1.00 m
Upper Limon LC25-RC835 75 76 1 7.78 26.7 7.78 g/t of Au and 26.7 g/t of Ag over 1.00 m
Upper Limon LC25-RC841 21 22 1 9.90 8.2 9.90 g/t of Au and 8.2 g/t of Ag over 1.00 m
26 27 1 1.60 3.0 1.93 g/t of Au and 2.4 g/t of Ag over 2.00 m
27 28 1 2.26 1.7
Intermediate 39 40 1 1.11 3.0 1.11 g/t of Au and 3.0 g/t of Ag over 1.00 m
Upper Limon LC25-RC843 79 80 1 1.70 2.5 1.64 g/t of Au and 2.6 g/t of Ag over 2.00 m
80 81 1 1.58 2.7
Upper Limon LC25-RC844 82 83 1 1.04 2.7 1.04 g/t of Au and 2.7 g/t of Ag over 1.00 m
Limon LC24-RC493 71 72 1 1.09 3.3 1.09 g/t of Au and 3.3 g/t of Ag over 1.00 m
Limon LC25-RC826 41 42 1 1.06 2.4 1.06 g/t of Au and 2.4 g/t of Ag over 1.00 m
Limon LC25-RC829 73 74 1 1.28 5.0 1.28 g/t of Au and 5.0 g/t of Ag over 1.00 m
Limon LC25-RC914 24 25 1 6.80 2.7 6.80 g/t of Au and 2.7 g/t of Ag over 1.00 m
Limon b 31 32 1 2.79 2.4 2.79 g/t of Au and 2.4 g/t of Ag over 1.00 m
Limon a LC25-RC919 27 28 1 4.37 9.6 4.37 g/t of Au and 9.6 g/t of Ag over 1.00 m
Limon LC24-RC644 33 34 1 1.26 1.7 1.26 g/t of Au and 1.7 g/t of Ag over 1.00 m
Mango 2 92 93 1 1.91 2.9 1.91 g/t of Au and 2.9 g/t of Ag over 1.00 m
Limon LC24-RC647 31 32 1 2.53 2.3 2.53 g/t of Au and 2.3 g/t of Ag over 1.00 m
Limon LC24-RC652 3 4 1 1.00 0.8 1.00 g/t of Au and 0.8 g/t of Ag over 1.00 m
Limon LC24-RC653 3 4 1 2.59 1.0 1.89 g/t of Au and 0.9 g/t of Ag over 2.00 m
4 5 1 1.18 0.7
Limon LC24-RC654 0 1 1 2.46 2.8 2.46 g/t of Au and 2.8 g/t of Ag over 1.00 m
Mango 1 LC24-RC641 77 78 1 2.03 3.5 1.26 g/t of Au and 3.2 g/t of Ag over 3.00 m
78 79 1 0.25 0.7
79 80 1 1.49 5.4
Mango 2 LC24-RC643 104 105 1 2.71 2.9 2.71 g/t of Au and 2.9 g/t of Ag over 1.00 m
Mango 1 LC24-RC658 7 8 1 1.10 0.8 1.58 g/t of Au and 0.9 g/t of Ag over 3.00 m
8 9 1 0.21 0.6
9 10 1 3.43 1.4
Mango 2 LC24-RC660 0 1 1 1.29 1.7 1.29 g/t of Au and 1.7 g/t of Ag over 1.00 m
Mango 2 LC24-RC655 46 47 1 1.97 1.7 1.57 g/t of Au and 6.2 g/t of Ag over 2.00 m
47 48 1 1.17 10.6
Bayacun LC24-RC720 39 40 1 30.20 82.1 24.95 g/t of Au and 28.9 g/t of Ag over 4.00 m
40 41 1 65.80 29.0
41 42 1 1.86 1.4
42 43 1 1.93 2.9
Bayacun LC24-RC811 49 50 1 1.83 2.3 5.29 g/t of Au and 4.4 g/t of Ag over 3.00 m
50 51 1 12.60 10.4
51 52 1 1.44 0.6
Las Dolores LC24-RC420 32 33 1 1.31 1.0 1.31 g/t of Au and 1.0 g/t of Ag over 1.00 m

7

Note: The mineralized intervals shown above utilize a 1.0 g/t gold cut-off grade with not more than 1.0 m of internal dilution. *Widths are reported as drill hole lengths.  True width is estimated to be between 60% and 100% of the downhole width. In addition to the drill holes presented in the table above, the following drill holes returned only anomalous values:  LC25-RC808, LC25-RC854, LC25-RC868, LC24-RC581, LC24-RC602, LC25-RC810, LC25-RC852, LC25-RC853, LC25-RC855, LC25-RC860, LC25-RC862, LC25-RC863, LC25-RC864, LC25-RC866, LC25-RC869, LC25-RC902, LC25-RC893, LC25-RC894, LC25-RC895, LC25-RC896, LC25-RC900, LC24-RC560, LC24-RC634, LC24-RC694, LC24-RC696, LC25-RC892, LC25-RC907, LC25-RC931, LC25-RC939, LC25-RC607, LC24-RC632, LC24-RC690, LC24-RC693, LC24-RC723, LC24-RC732, LC24-RC734, LC24-RC735, LC24-RC805, LC24-RC739, LC24-RC786, LC24-RC789, LC24-RC801, LC24-RC803, LC24-RC804, LC24-RC737, LC24-RC788, LC24-RC798, LC24-RC791, LC24-RC792, LC24-RC793, LC24-RC795, LC24-RC621, LC24-RC622, LC24-RC665, LC24-RC667, LC24-RC668, LC24-RC672, LC24-RC673,LC24-RC680, LC25-RC816, LC25-RC821, LC25-RC825, LC24-RC684, LC24-RC685, LC24-RC687, LC24-RC745, LC24-RC749, LC24-RC750, LC24-RC752, LC24-RC758, LC24-RC759, LC24-RC762, LC24-RC763, LC24-RC767, LC24-RC772, LC24-RC774. LC24-RC777, LC24-RC778, LC24-RC779, LC24-RC780, LC25-RC833, LC25-RC836, LC25-RC837, LC25-RC840, LC25-RC842, LC24-RC497, LC24-RC499, LC25-RC827, LC25-RC828, LC25-RC913, LC25-RC915, LC25-RC917, LC25-RC920, LC24-RC645,LC24-RC646, LC24-RC648, LC24-RC650, LC24-RC651, LC24-RC656, LC24-RC657, LC24-RC659, LC24-RC701, LC24-RC704, LC24-RC711, LC24-RC712, LC24-RC715, LC24-RC716 and  LC24-RC719. In addition to the drill holes presented in the table above, the following drill holes returned no significant values: LC25-RC806, LC25-RC856, LC25-RC858, LC25-RC859, LC25-RC861, LC25-RC867, LC25-RC870, LC25-RC903, LC25-RC904, LC25-RC901, LC25-RC891, LC25-RC905, LC25-RC906, LC25-RC908 to LC25-RC910, LC25-RC932 to LC25-RC934, LC25-RC608, LC24-RC629, LC24-RC640, LC24-RC69141, LC24-RC697, LC24-RC730, LC24-RC740, LC24-RC781 to LC24-RC783, LC24-RC787, LC24-RC790, LC24-RC799, LC24-RC802, LC24-RC785, LC24-RC797, LC24-RC563, LC24-RC568, LC24-RC569, LC24-RC627, LC24-RC636, LC24-RC638, LC24-RC642, LC24-RC677, LC24-RC678, LC25-RC819, LC25-RC822, LC24-RC682, LC24-RC741, LC24-RC743, LC24-RC753, LC24-RC757, LC24-RC760, LC24-RC761, LC24-RC764, LC24-RC766, LC24-RC768 to LC24-RC771, LC24-RC773, LC24-RC776, LC25-RC838, LC25-RC839, LC25-RC830, LC25-RC911, LC25-RC912, LC25-RC916, LC24-RC649, LC24-RC702, LC24-RC703, LC24-RC705 to LC24-RC710, LC24-RC713, LC24-RC714, LC24-RC717 and LC24-RC718.

8

Figure - Drill Hole Plan for Las Conchitas

9

Sampling, Assaying, QA/QC and Data Verification

All reverse circulation (RC) holes were drilled dry i.e., above the water table and no water or other fluids were injected into the hole. RC drill samples were collected every 1 meter using a center-return hammer and samples were obtained from a Gilson chip splitter which is cleaned using compressed air after each sample. Samples were bagged and labeled at the drill site under a geologist's supervision and are logged on site by a geologist who visually selects potential mineralized intervals for fire assay. The mineralized interval(s) including 3-5 samples above and below, the selected intervals are continuously sampled and shipped to the Bureau Veritas Lab (BV) in Managua, respecting the best chain of custody practices.  Pulps are sent by Bureau Veritas to their laboratory in Vancouver under their chain of custody for analysis. Gold was analyzed by standard fire assay fusion, 30 gr aliquot, AAS finish. Samples returning over 10.0 g/t gold are analyzed utilizing standard Fire Assay-Gravimetric method. The Company follows industry standards in its QA&QC procedures. Control samples consisting of duplicates, standards and blanks were inserted into the sample stream at a minimum ratio of 1 control sample per every 10 samples. Analytical results of control samples confirmed reliability of the assay data.

Qualified Person

Eric Fier, CPG, P.Eng, and Chairman of Mako, is a qualified person (as defined under NI 43-101) and has read and approved the technical information contained in this press release.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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: Mako Mining Corp., Akiba Leisman, Chief Executive Officer, E-mail: aleisman@makominingcorp.com, phone: (917) 558-5289 or visit our website at www.makominingcorp.com and SEDARPLUS www.sedarplus.ca.

10

Forward-Looking Information: Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, that the Company high-grade production will generate significant cash flows for the foreseeable future, that El Golfo drilling results will be due back imminently, and that Las Conchitas will be an important contributor to Mako from its open pit and underground resources for the foreseeable future. Mako's primary objective to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package. 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new  production numbers; unanticipated costs; the October 24 measures having impacts on business operations not current expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

 

11

May 21st, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Intersects 39.15 g/t Au over 5.9 m (Estimated True Width) 19.2 m
Below Surface In its Inaugural Drill Campaign at El Golfo

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to report initial results from the 2025 reverse circulation (RC) drill program at the El Golfo area within the El Jicaro Concession located immediately south of the company's 100% owned Las Conchitas and San Albino Gold Mines in Nicaragua (please see Figure 1 below).

The 2025 exploration program at El Golfo comprises an initial 3,000 metres of RC drilling and is part of the Company's regional drill program on its district-scale, underexplored land package of 224 km2, including the recently granted Tiburon concession to the east. 

Drill hole EJ25-RC53 (270/-60) intersected a wide, high-grade interval (see table below) of 39.15 g/t Au and 27.8 g/t Ag over 8.0 m (5.9 m ETW), 19.2 m below surface. Hole EJ25-RC53 tested a prominent NE-SW oriented structure interpreted from geochemical soil sampling and geological mapping of underground workings which the Company initiated late last year after being granted access for the first time in 15 years from the local landowner. This structural orientation is known to control gold mineralization at the San Albino and Las Conchitas deposits. Drill hole EJ25-RC52 (0/-90), drilled from the same drill pad, intersected a strongly sheared and disturbed zone with anomalous gold values.

The Company has completed 12 drill holes in the past month, targeting the Pavona zone, one of several drill targets situated within the El Golfo area. The other 10 drill holes of the initial drill program have also intersected zones with sulfide mineralization interpreted to be part of the same gold-bearing system. Assay results of these drill holes are pending and will be released as they become available. The detailed mapping and sampling campaign continues to define new drill targets on this 1.5 km2 area.  El Golfo has had no previous drilling, and has excellent exploration potential. El Golfo is located less than a kilometer from the pits currently being mined at Las Conchitas and processed at the 500 tonne per day San Albino plant.

Akiba Leisman, CEO of Mako states "it is encouraging that we hit one of the highest grade-thickness intervals we have ever hit on the second hole at one of the highest priority targets on the 224 km2 San Albino Project.  El Golfo is the area within our concessions that has had the most historical mining since the 18th century, but due to access and logistical constraints, we initially focussed on the Las Conchitas target, after the San Albino Mine was put into commercial production in 2021.  Now that we have started a relatively significant exploration program at El Golfo, we are optimistic that El Golfo will potentially turn into a new mining area for us."

1

History1

The El Golfo area encompasses the southwest extension of mineralized structures found at the Las Conchitas deposit, located less than a kilometre to the north (see attached map). Gold bearing structures were discovered at the historic El Golfo Mine area by Spaniards in the late 18th century. Underground mining activity at El Golfo continued until 1915 when a flood destroyed a wooden dam and part of the mill. Prior to flooding, the El Golfo mill was a stamp mill with 20 - 500 pound stamps, processing material with a mill head grade of 21.56 g/t Au (0.63 oz/t). Underground workings were flooded and later collapsed which consequently ended all activities at the mine.

It was reported that a total of sixteen gold bearing veins were outlined by surface and underground workings with individual veins having a strike length of up to 150 meters and vein widths ranging from 5 cm to 4.5 m. Mineralization is similar to that being mined at San Albino which consists of quartz veins containing galena, sphalerite, arsenopyrite and occasionally visible gold accompanied by lesser silver mineralization.

New Tiburon Concession

The Company's wholly-owned Nicaraguan subsidiary, Nicoz Resources, S.A., has been granted a new concession by the Nicaraguan Ministry of Mines and Energy ("MEM").  The new concession, called Tiburon, covers an area of 3,605 hectares (36.05 km2) and is contiguous to the east and northeast of the Company's San Albino-Murra and El Jicaro concessions, respectively.

The Tiburon concession allows for both exploration and exploitation and is valid for a period of 25 years, until November 2049.

The Company now holds 100% of five mineral concessions in Nueva Segovia, Nicaragua for a total land package of approximately 22,422 hectares (224 km2).

Table - Assay Results Reported in This Press Release

Zone RC Drill Hole From (m) To (m) Width (m) Au (g/t) Ag (g/t) Interval
Pavona EJ25-RC52 28 30 2     Anomalous values
Pavona EJ25-RC53 19 20 1 15.00 11.6 39.15 g/t of Au and 27.8 g/t of Ag over 8.00 m
(5.9 m ETW)
20 21 1 32.80 42.8
21 22 1 23.80 47.0
22 23 1 79.70 43.6
23 24 1 31.00 5.1
24 25 1 2.02 8.0
25 26 1 60.90 37.7
26 27 1 68.00 26.8

 

 

___________________________________________
1 Dr. Bruno Mierish, "Golfo Mines Nicaragua, Central America", 1938, University of Wyoming American Heritage Collection.

2

Figure 1. Drill Hole Plan El Golfo

3

Sampling, Assaying, QA/QC and Data Verification

All reverse circulation (RC) holes were drilled dry i.e above the water table and no water or other fluids were injected into the hole. RC drill samples were collected every 1 meter using a center-return hammer and samples were obtained from a Gilson chip splitter which is cleaned using compressed air after each sample. Samples were bagged and labeled at the drill site under a geologist's supervision and are logged on site by a geologist who visually selects potential mineralized intervals for fire assay. The mineralized interval(s) including 3-5 samples above and below, the selected interval are continuously sampled and shipped to the Bureau Veritas Lab (BV) in Managua, respecting the best chain of custody practices.  Pulps are sent by Bureau Veritas to their laboratory in Vancouver under their chain of custody for analysis. Gold was analyzed by standard fire assay fusion, 30 gr aliquot, AAS finish. Samples returning over 10.0 g/t gold are analyzed utilizing standard Fire Assay-Gravimetric method. The Company follows industry standards in its QA&QC procedures. Control samples consisting of duplicates, standards and blanks were inserted into the sample stream at a minimum ratio of 1 control sample per every 10 samples. Analytical results of control samples confirmed reliability of the assay data.

Qualified Person

Eric Fier, CPG, P.Eng, and Chairman of Mako as a qualified person (as defined under NI 43-101) has read and approved the technical information contained in this press release.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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. Mako's primary objective is to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package.

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

4

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, that the Company high-grade production will generate significant cash flows for the foreseeable future. Mako's primary objective to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package. 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new  production numbers; unanticipated costs; the October 24 measures having impacts on business operations not current expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

5

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2025
(Unaudited)

 

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Expressed in thousands of United States dollars
(Unaudited)

 

As at Note   March 31,
2025		     December 31,
2024		  
ASSETS              
Current              
Cash and cash equivalents   $ 10,400   $ 14,521  
Receivables, prepaids and other assets 7   5,442     1,733  
Inventories 8   21,415     11,087  
Gold stream derivative asset 9   22     33  
Total current assets     37,279     27,374  
Inventories 8   12,865     9,711  
Other assets 7   246     235  
Restricted cash 6(a)   3,261     -  
Mining interest, plant and equipment 10   75,685     69,762  
TOTAL ASSETS   $ 129,336   $ 107,082  
LIABILITIES AND SHAREHOLDERS' EQUITY              
  Current liabilities              
Accounts payable and accrued liabilities 11 $ 12,790   $ 14,798  
Royalty agreement settlements 6(b)   1,000     -  
Term loans and derivative liabilities 12   610     1,803  
Total current liabilities     14,400     16,601  
Accrued liabilities 11   1,202     1,165  
Provision for reclamation and rehabilitation 13   18,932     4,363  
Deferred income taxes     3,224     3,224  
Term loans and derivative liabilities 12   4,872     4,806  
Total liabilities     42,630     30,159  
Shareholders' equity              
Share capital 14   122,682     121,778  
Contributed surplus 14   15,873     16,321  
Accumulated other comprehensive income     3,348     2,837  
Deficit     (55,197 )   (64,013 )
Total shareholders' equity     86,706     76,923  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 129,336     107,082  
               
Events after the reporting period (Note 22) Contingency (Note 6)              
Commitment (Note 10 (b))              

Approved by the Board of Directors on May 27, 2025


"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)
For the three months ended     March 31,     March 31,  
Note   2025     2024  
Revenue   $ 31,775   $ 19,162  
Production services revenue 9 & 15(c)(ii)   13     49  
      31,788     19,211  
Cost of sales              
Production costs     (13,404 )   (7,950 )
Depreciation, depletion and amortization     (1,601 )   (2,198 )
      (15,005 )   (10,148 )
Gross profit     16,783     9,063  
Exploration and evaluation expenses     (1,530 )   (696 )
 General and administrative expenses 18   (1,701 )   (1,794 )
  Other income (expense)              
    Accretion and interest expense 19   (282 )   (131 )
Change in fair value of derivative liability 12(b)(c)   (269 )   (375 )
(Loss) gain on gold stream derivative asset 9   (11 )   10  
Loss on settlement of reclamation liability 13(b)   -     (94 )
Foreign exchange loss     (520 )   (87 )
Interest income     4     13  
Income before income taxes     12,474     5,909  
Income tax expense     (3,050 )   (560 )
Income for the period   $ 9,424   $ 5,349  
Other comprehensive income              
Income for the period     9,424     5,349  
Items subject to reclassification into statement of income:              
Foreign currency translation adjustment     511     94  
Other comprehensive income for the period     511     94  
Comprehensive income for the period   $ 9,935   $ 5,443  
Basic income per common share   $ 0.12   $ 0.08  
Diluted income per common share   $ 0.12   $ 0.08  
Weighted average common shares outstanding - basic (thousands)     79,062     65,711  
Weighted average common shares outstanding - diluted (thousands)     80,688     67,010  

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
(Unaudited)

 

    Number
of shares
(000s)		     Share capital      Contributed
surplus
     Accumulated
other
comprehensive
income		     Deficit     Total  
Balance at December 31, 2023   65,551   $ 87,869   $ 12,552   $ 1,324   $ (81,117 ) $ 20,628  
Shares cancelled (NCIB)   (118 )   (152 )   -     -     (59 )   (211 )
Shares issued on exercise of options   287     472     (127 )   -     -     345  
Common shares issued on RSU vesting   30     74     (74 )   -           --  
Common shares issued to settle reclamation liability   297     460     -     -     -     460  
Capital contribution (Note 12 (a))   -     -     2,050     -     -     2,050  
Share-based compensation   -     -     247     -     -     247  
Net loss   -     -     -     -     5,349     5,349  
Other comprehensive income   -     -     -     94     -     94  
Balance at March 31, 2024   66,047   $ 88,723   $ 14,648   $ 1,418   $ (75,827 ) $ 28,962  
Shares cancelled (NCIB)   (1,879 )   (2,499 )   -     -     (1,989 )   (4,488 )
Shares issued on exercise of options   1,480     2,964     (790 )   -     -     2,174  
Common shares issued on RSU vesting   366     430     (430 )   -     -     -  
Shares issued on exercise of warrants   4     10     (3 )   -     -     7  
Common shares, replacement options and warrants issued on the acquisition of Goldsource   13,160     32,049     2,185     -     -     34,234  
Common shares issued on DSU vesting   71     101     (101 )   -     -     -  
Share-based compensation   -     -     775     -     -     775  
Capital contribution (Note 12 (a))   -     -     37     -     -     37  
Net income   -     -     -     -     13,803     13,803  
Other comprehensive income   -     -     -     1,419     -     1,419  
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  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in thousands of United States dollars
(Unaudited)
For the three months ended Note   March 31,
2025		     March 31,
2024		  
Operating activities              
Income for the period   $ 9,424   $ 5,349  
Non-cash items:              
Accretion and interest expense     280     127  
Depreciation, depletion and amortization     1,682     2,241  
Lease interest     2     4  
Loss on settlement of liability     -     94  
Change in fair value of derivative liability     269     375  
Loss (gain) on gold stream derivative asset     11     (10 )
Interest income (accrued)     (2 )   -  
Share-based payments     147     246  
Unrealized foreign exchange loss     504     93  
    $ 12,317   $ 8,519  
Changes in non-cash working capital 17   (6,130 )   (3,284 )
Net cash provided by operating activities     6,187     5,235  
Investing activities              
Acquistion of EG Acquisition LLC, proceeds paid     (6,489 )   -  
Acquistion of EG Acquisition LLC, cash acquired     346     -  
Acquistion of EG Acquisition LLC, transaction costs     (241 )   -  
Expenditures on mining interest, plant and equipment     (2,391 )   (989 )
Net cash used in investing activities   $ (8,775 ) $ (989 )
Financing activities              
Purchase of common shares - NCIB     (1,357 )   (211 )
Proceeds from exercise of warrants     734     -  
Proceeds from exercise of options     324     346  
Repayment of Sailfish Silver Loan     (899 )   (818 )
Repayment of interest on the Revised Wexford Loan     (317 )   -  
Payment to GR Silver on settlement of ARO     -     (500 )
Payments on lease liability     (26 )   (25 )
Net cash used in financing activities   $ (1,541 ) $ (1,208 )
Effect of foreign exchange on cash and cash equivalents     8     (13 )
Change in cash and cash equivalents     (4,121 )   3,025  
Cash and cash equivalents, beginning of the period     14,521     1,498  
Cash and cash equivalents, end of period   $ 10,400   $ 4,523  
               
  Other information              
    Taxes paid - cash     (5,072 )   (558 )

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

4 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular 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 British Columbia Corporations Act. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol MKO. 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.

On March 27, 2025, the Company acquired EG Acquisition LLC. (individually, or collectively with its subsidiaries, as applicable, "EGA"), whereby Mako US Corp. acquired all of EGA's issued and outstanding common shares, resulting in the acquisition of the Moss mine, in Arizona, USA (the "Moss Transaction") (Note 6).

On July 3, 2024, the Company acquired Goldsource Mines Inc. (individually, or collectively with its subsidiaries, as applicable, "Goldsource"), whereby Mako acquired all of Goldsource's issued and outstanding common shares, resulting in the acquisition of the Eagle Mountain Property, in Guyana, South America .

Mako is a gold mining and exploration company. The Company's primary asset is the San Albino mine, an open pit mine located in Nicaragua, and the Moss mine, also an open pit operation. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua, Guyana and the USA.

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, 2024.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on May 27, 2025.

(b) Basis of presentation

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, 2024, except for:

Inventories

Inventory includes work in progress inventory in the form of stockpiled ore, ore in-circuit and heap leach ore inventory, finished goods inventory, and supplies and spare parts.

• Stockpiled ore represents unprocessed ore that has been mined and is available for future processing. Stockpiled ore is measured by estimating the number of tonnes through physical surveys and contained ounces through grade reconciliation via the ore control process.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

• Ore in-circuit inventory represents material that is currently being processed to extract the contained gold into a saleable form, typically unrefined doré. The amount of gold in-circuit is determined by assay values and by measure of the various gold bearing materials in the recovery process.

• Heap leach ore inventory represents estimated gold and silver ounces contained in ore that has been placed on the heap leach pad for cyanide irrigation. When ore is placed on the heap leach pad, an estimate of recoverable ounces is made based on tonnage, grade and estimated recoveries of the ore that was placed on the heap leach pad. The estimated recoverable ounces on the heap leach pad are used to determine inventory cost. The estimated recoverable ounces carried on the heap leach pad are adjusted based on actual recoveries being experienced. Actual and estimated recoveries are measured to the extent possible, using various indicators including but not limited to, leach curve recoveries, column tests and current trends in the level of ounces carried on the pad.

• Finished metal inventory consists of gold in doré awaiting refinement, or bullion.

• Supplies and spare parts inventory consist of consumables used in operations, such as fuel, chemicals, reagents and spare parts.

Cost of work in progress inventory and finished goods includes all direct costs incurred in production including mining; crushing, leaching and processing; site administration costs; and allocated indirect costs, including depreciation and amortization of mineral property, plant and equipment. Inventory costs are charged to production costs on the basis of the quantity of metal sold. Cost of supplies and spare parts inventory include acquisition, freight and other directly attributable costs.

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 condensed interim 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.

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 Gold 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.

The functional currency of EGA and GVC is the United States dollar ("US dollar").

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

3. NEW ACCOUNTING POLICIES AND STANDARDS ADOPTED

There are no new accounting policies and standards adopted since December 31, 2024.

4. RECENT IFRS PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

The recent IFRS pronouncements issued but not yet effective are consistent with those disclosed in Note 4 of the Company's consolidated financial statements for the year ended December 31, 2024.

5. ESTIMATION UNCERTAINTY AND JUDGMENTS IN APPLYING THE COMPANY'S ACOUNTING POLICIES

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.

Outlined below are the key areas which require management to make significant judgements, estimates and assumptions in determining carrying values.

Areas where estimation uncertainty have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements include:

(a) Estimated mineral resources

Mineral resources are estimates of the amount of metal that can be extracted from the Company's properties, considering both economic and legal factors. The Company estimates the quantity and/or grade of its mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires judgments to interpret the complex geological data. Calculating mineral resources is based upon factors such as estimates of metallurgical recoveries along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the mineral resources may affect the Company's financial position in a number of ways, including:

7 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Reclamation and remediation provisions

Reclamation and remediation provisions represent the present value of estimated future costs for the reclamation of the Company's mines and properties. These estimates include assumptions as to the cost of services, timing of the reclamation work to be performed, inflation rates, foreign exchange rates and interest rates. The reclamation and closure estimates are more uncertain the further into the future the activities are to be performed.

The actual cost to reclaim a mine may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mine. Management periodically reviews the reclamation requirements as new information becomes available and will assess the impact of new regulations and laws as they are enacted. Any changes to assumptions will result in an adjustment to the provision which affects the Company's liabilities and either its mining interest, plant and equipment or statement of income.

(c) Stockpiled ore, ore in-circuit and heap leach ore net realizable value

Management applies significant judgment in developing the NRV of stockpiled ore, ore in-circuit and heap leach ore inventory, including assumptions related to estimated recoverable ounces of gold within stockpiled ore and ore in-circuit inventory, the estimated forecasted gold price per ounce, estimated costs of completion and selling expenses.

(d) Depreciation, depletion and amortization

The Company uses the units of production method to deplete mineral properties and the straight-line method to amortize plant and equipment. The calculation of the unit of production rate and the useful life and residual values of plant and equipment, and therefore the annual depletion and depreciation expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of changes in the Company's mine plans, changes in the estimation of mineral resources and changes in the estimated remaining life or residual value of plant and equipment.

Areas where accounting policy judgements have the most significant effect on the amounts recognized in the consolidated financial statements include:

(e) Exploration versus Development Expenditures

The classification of exploration versus development expenditures requires management to make significant judgements. Exploration expenditures are incurred during the search for mineral resources, while development expenditures relate to preparing identified resources for commercial production.

Judgement is required to determine the point at which exploration activities transition to development activities, which involves assessing factors such as the technical feasibility and commercial viability of extracting the resource. These judgements are made considering the specific circumstances of each project and are reviewed periodically to reflect any changes in economic or operational factors.

These determinations can materially impact the financial statements, as exploration expenditures are expensed as incurred, whereas development expenditures may be capitalized as part of the asset's cost.

(f) 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. During the three months ended March 31, 2025, the Company acquired the Moss mine, which was determined to be a purchase of assets (Note 6).

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(g) Deferred income taxes

The determination of income tax expense and deferred income tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred income taxes or the timing of tax payments.

(h) Impairment of non-current assets

Management applies significant judgment in its assessment and evaluation of asset or cash generating units at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's mineral properties, plant and equipment. External sources of information considered are changes in the Company's economic, legal and regulatory environment, which it does not control, but affect the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets. Calculating the fair value less costs of disposal of cash generating units for impairment tests requires management to make estimates and assumptions with respect to future production levels, operating, capital and closure costs, future metal prices and discount rates. Changes in any of the assumptions or estimates used in determining the fair values could impact the impairment analysis.

6. ACQUISTION OF EG ACQUISITION LLC

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EG Acquisition LLC ("Wexford EGA") an entity owned by the Company's controlling shareholder. EGA, is a private corporation incorporated in Delaware and owns 100% of the common shares of GVC, which owns the Moss mine. On completion of the transaction, the Company acquired 100% of the Moss Mine.

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation Gold Mining Corporation ("Elevation") under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

The purchase price for the Company's acquisition of EGA is composed of the following:

9 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The total purchase price of $7,844,899, including an estimate of the fair value of the Contingent Consideration is composed as follows:

    $  
Cash paid on closing   6,489  
Moss Transaction costs   356  
Fair value of Contingent Consideration (Royalty Agreements settlement) (Note 6 b)   1,000  
    7,845  

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Fair value of net assets acquired and (liabilities) assumed   As at March 27, 2025
$		  
Cash   346  
Prepaid expenses and deposits   401  
Inventory   13,139  
Restricted cash (Note 6 a)   3,259  
Building and equipment   603  
Mining interest   5,424  
    23,172  
Less:      
Accounts payable and accrued liabilities   ( 1,067 )
Provision for reclamation and rehabilitation   (14,260 )
    7,845  

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest, working capital, and the provision for reclamation and rehabilitation. The value of the building, equipment and the mine mining interest was determined based on a discounted cash flow model using a two-year life of mine.

(a) Restricted Cash

The Company maintains restricted cash balances related to collateral security for reclamation bonds. These reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss mine.

As of March 31, 2025, the total restricted cash held for reclamation bond purposes amounts to $3,261,096, which is classified as non-current on the balance sheet based on the anticipated timing of reclamation activities and bond release conditions.

These funds are held in designated accounts and cannot be used for general corporate purposes unless released by the relevant issuer of the reclamation bond upon fulfillment of specific requirements. The Company continues to monitor and assess its reclamation obligations to ensure compliance with applicable environmental regulations and financial assurance requirements.

10 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Contingent Consideration - Royalty agreement settlements

The 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation (collectively, the Royalty Holders") are currently being disputed by Elevation as part of the Bankruptcy Process whereby the court is asked to declare the validity of the real property interests asserted by the Royalty Holders ("Royalty Agreements").

Should Elevation be successful in invalidating the Royalty Agreement or if an agreement is reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company will pay Elevation $1,500,000.

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation, which are still before the United States Bankruptcy Court for the District of Arizona.

The fair value of the Contingent Consideration has been determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement. The fair value of the Contingent Consideration was estimated to be $1,000,000.

11 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

7. RECEIVABLES, PREPAIDS AND OTHER ASSETS

As at   March 31,
2025		     December 31,
2024		  
Trade receivable $ 3,168   $ 321  
Prepaid expenses   1,021     715  
Supplier advances and deposits   991     637  
Equity securities   177     -  
Other   85     60  
    5,442     1,733  
Disclosed as non-current:            
Prepaid expenses   -     35  
Supplier advances and deposits   246     171  
Deferred transaction costs   -     29  
    246     235  
  $ 5,688   $ 1,968  

8. INVENTORIES

As at   March 31,
2025		     December 31,
2024		  
Stockpiled ore $ 8,249   $ 6,645  
Ore in-circuit   3,517     1,501  
Heap leach ore   6,066     -  
Finished metal   407     232  
Supplies and spare parts   3,176     2,709  
    21,415     11,087  
Disclosed as non-current:            
Stockpiled ore   8,471     7,651  
Heap leach ore   2,669     -  
Supplies and spare parts   1,725     2,060  
    12,865     9,711  

As at March 31, 2025, ore in-circuit, heap leach ore, finished metal and stockpiled ore was recorded at cost. As at December 31, 2024, ore in-circuit, finished metal and stockpiled ore was recorded at cost. During the three months ended March 31, 2025, no write downs were recorded (2024: $Nil).

During the year ended December 31, 2024, management reclassified supplies and spare parts as non-current assets if they were intended for use beyond a 12-month period.

9. GOLD STREAM DERIVATIVE ASSET

Gold stream derivative asset arises from the amended gold stream agreement the Company entered into with Sailfish Royalty Corp. ("Sailfish") (also refer to Note 12(b) and 15 (c)) in November 2018 whereby the Company received $1,096,051 (the "Gold Stream Advance") which was recorded as a credit to the mineral property. At that time, it was determined to be a disposition of mineral interest. In return for the Gold Stream Advance, the Company is required to deliver 4% of gold production to Sailfish and is to receive a payment at 25% of the market price of the gold delivered. Effectively the Company sold 4% of the gold mineralization relating to the mineral property and is being paid for services relating to the processes required to obtain the finished metal. As the price of gold is not closely related to the price of the services being provided, the contract to provide these services contains an embedded derivative that requires separation from the host contract.

12 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The contract to deliver to Sailfish its 4% of gold production, in return for 25% of the market value of the gold delivered, contains an embedded derivative that was previously of minimal value. This derivative consists of a "swap" of the variable payment based on the price of gold for the fixed price implied by the contract. As at March 31, 2025, this derivative was determined to be an asset of $21,914 (December 31, 2024: $33,286) based on current spot and future gold prices, and projected deliveries under the contract, all of which is disclosed as a current asset in the statement of financial position.

For the three months ended March 31, 2025, the Company delivered a total of 17 (2024: 91) ounces of gold to Sailfish, pursuant to this agreement. In exchange the Company received $12,815 (2024: $48,509) and there was a loss in the change in fair value on the derivative of $11,372 for the three months ended March 31, 2025 (2024: gain of $9,584).

10. MINING INTEREST, PLANT AND EQUIPMENT

    San Albino
Project		     San Albino
Plant		     Exploration
Projects		     Moss
Mine		     Land &
Building		     Equipment      Right-of-
use asset		     Total  
Cost                                                
As at December 31, 2023 $ 18,987   $ 38,730   $ 765   $ -   $ 5,635   $ 4,039   $ 353   $ 68,509  
Additions   5,065     458     20     -     1,414     2,177     -     9,134  
Acquisition Goldsource   -     -     37,655     -     281     121     -     38,057  
Asset retirement obligation   684     40     18     -     -     -     -     742  
Deferred stripping   5,887     -     -     -     -     -     -     5,887  
Translation of foreign operation to presentation currency   -     -     (51 )   -     -     -     -     (51 )
As at December 31, 2024 $ 30,623   $ 39,228   $ 38,407   $ -   $ 7,330   $ 6,337   $ 353   $ 122,278  
Additions   1,809     106     -106     -     -     150     -     2,065  
Acquisition Moss Mine   -     -     -     5,424     155     448     -     6,027  
  Asset retirement obligation   218     11     -     49     -     -     -     278  
  Deferred stripping   -     -     -     -     -     -     -     -  
  Translation of foreign operation to
presentation currency		   -     -     (25 )   -     -     -     -     (25 )
As at March 31, 2025 $ 32,650   $ 39,345   $ 38,382   $ 5,473   $ 7,485   $ 6,935   $ 353   $ 130,623  
                                                 
Accumulated depreciation                                                
As at December 31, 2023 $ 18,830   $ 26,361   $ -   $ -   $ 185   $ 2,484   $ 117   $ 47,977  
   Depreciation   395     3,135     -     -     64     856     89     4,539  
As at December 31, 2024 $ 19,225   $ 29,496   $ -   $ -   $ 249   $ 3,340   $ 206   $ 52,516  
   Depreciation   1,295     813     -     -     20     272     22     2,422  
As at March 31, 2025 $ 20,520   $ 30,309   $ -   $ -   $ 269   $ 3,612   $ 228   $ 54,938  
Net book value as at December 31, 2023 $ 157   $ 12,369   $ 765   $ -   $ 5,450   $ 1,555   $ 236   $ 20,532  
Net book value as at December 31, 2024 $ 11,398   $ 9,732   $ 38,407   $ -   $ 7,081   $ 2,997   $ 147   $ 69,762  
Net book value as at March 31, 2025 $ 12,130   $ 9,036   $ 38,382   $ 5,473   $ 7,216   $ 3,323   $ 125   $ 75,685  

  (a) Exploration projects in Nicaragua are Potrerillos at $645,000 and El Jicaro at $120,000.

13 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Exploration projects in Guyana are the Eagle Mountain Project at $37,685,000 acquired on acquisition of Goldsource.

On September 30, 2024, the Guyana Geology and Mines Commission granted a prospecting license on the Eagle Mountain Project to the Company's subsidiary, Stronghold, for a three-year term. As part of the prospecting license application, the Company is obliged to spend, by December 31, 2025, a minimum of $2,560,000 on the execution of the work program of the prospecting license.

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As at   March 31,
2025		     December 31,
2024		  
Accounts payable and accrued liabilities $ 10,104   $ 10,043  
Lease liability (Note 12 (a))   97     97  
Income taxes payable   2,435     4,346  
Due to related parties (Note 16 (a)&(b))   154     312  
Total current liabilities $ 12,790   $ 14,798  
             
Non-current liability            
Lease liability (Note 12 (a))   45     69  
Accrued liabilities (Note 12 (b))   1,157     1,096  
Total non-current liabilities   1,202     1,165  
Total accounts payable and accrued liabilities $ 13,992   $ 15,963  

 (a) Lease liability


As at   March 31,
2025		     December 31,
2024		  
Opening balance $ 166   $ 256  
Lease payments made   (26 )   (103 )
Finance charges   2     13  
Closing balance   142     166  
Less: current portion   (97 )   (97 )
  $ 45   $ 69  

The lease liability was discounted at a discount rate of 6%.

    $  
Total lease payments payable for the next twelve months   105  
Total lease payments payable for the next 1-3 years   44  

(b) Severance Obligation

Non-current accrued liabilities as at March 31, 2025, include severance obligation for employees at the Company's operations in Nicaragua of $ 944,111 (December 31, 2024: $878,260). The severance is computed based on the years of service at the last salary of employment. Employees that work six years or more have a maximum benefit of five months' salary. The calculation is in line with labor regulations in Nicaragua.

14 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

12. TERM LOANS AND DERIVATIVE LIABILITIES

As at   Wexford
Loan		     Wexford
Bridge Loan		     Sailfish Silver
Loan Derivative
Liability		     Total  
    (Note 12 (a))           (Note 12 (b))        
Balance, December 31, 2023 $ 6,287         $ -$4,381   $ 10,668  
Liability assumed on acquisition of Goldsource   -           1,506     1,506  
Extinguishment of the original financial liability and replacement with the Revised Wexford Loan   (2,087 )   -     -     (2,087 )
Remeasurement loss from change in timing of cash flows   483     -     -     483  
Accretion and accrued interest   754     8     -     762  
Repayments   (314 )   (1,514 )   -     (1,828 )
Cost to deliver 162,000 oz of silver   -     -     (4,622 )   (4,622 )
Fair value adjustment   -     -     1,727     1,727  
Balance, December 31, 2024 $ 5,123   $ -   $ 1,486   $ 6,609  
Accretion and accrued interest   221     -     -     221  
Repayments   (317 )   -     -     (317 )
Cost to deliver 40,500 oz of silver   -     -     (1,300 )   (1,300 )
Fair value adjustment   -     -     269     269  
Balance, March 31, 2025 $ 5,027         $ -$455   $ 5,482  
Disclosed as follows as at March 31, 2025:                        
Current liabilities $ 155         $ -$455   $ 610  
Non-current liabilities   4,872           --     4,872  
  $ 5,027         $ -$455   $ 5,482  

(a) Wexford Loan and Revised Wexford Loan

On March 27, 2024, the Company entered into an eighth amending agreement for the Wexford Loan wherein the Company and the Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Debello Trading Limited and Wexford Focused Trading Limited (collectively, the "Lenders") agreed to further extend the maturity date from March 31, 2025 to March 31, 2029 and to transfer the existing facility comprised of accrued interest and cash bonus interest into a new term loan with a balance of $6,287,872. The new loan accrues interest at a rate of 10% per annum compounded semi-annually and matures on March 31, 2029. Due to the substantial modification of the terms of the agreement, management accounted for this transaction as an extinguishment of the original financial liability and replacement with a new financial liability (the "Revised Wexford Loan").

The Company used an effective interest rate of 18%, the estimated market interest rate for non-related parties based on comparable debt when valuing the Revised Wexford Loan upon initial recognition and assumed the accrued interest and principal would be paid at maturity. As a result, the Company recorded a capital contribution from a related party of $2,088,329 directly in contributed surplus during the year ended December 31, 2024, arising from the difference between the actual rate and the estimated market rate. The Revised Wexford Loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method.

15 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of $482,736.

On January 2, 2025, an interest payment of $316,978 was made on the Revised Wexford Loan.

During the three months ended March 31, 2025, the Company recorded $221,453 of accretion and accrued interest on the Revised Wexford Loan all of which has been expensed.

During the three months ended March 31, 2024, the Company recorded $84,009 of accrued interest and $1,944 cash bonus interest, representing the change in gold price associated with 321 ounces of gold, on the Wexford Loan all of which has been expensed.

(b) Sailfish Silver Loan Derivative Liability

On May 24, 2023, the Company entered into an agreement with Sailfish, whereby Sailfish advanced $6,000,000 (received, May 25, 2023) for the delivery of a fixed number of ounces of silver (13,500), on the last day of the month or the gold equivalent, for a period of 24 months ("Silver Loan"). Interest on the Silver Loan is accrued at US Prime (8.25%) plus four percent per annum, calculated daily on undelivered ounces when due. Sailfish also has the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company's San Albino-Murra concession for an additional $1,000,000. Refer to Note 22 (a).

The Company determined that the stream obligation is a derivative liability, and as such, the stream obligation is recorded at FVTPL at each statement of financial position date.

The fair value of the stream obligation was valued using a discounted cash flow model. The significant assumptions developed by management used in the model included: the silver forward price curve and a discount rate of 32.16%.

During the three months ended March 31, 2025, the Company delivered three installments (2024: three) totaling 40,500 (2024: 40,500) ounces of silver.

During the three months ended March 31, 2025, a change in the fair value of the Silver Loan of $269,332 (2024: $374,840) was recorded in change in fair value of derivative liability in the statement of income and comprehensive income.

As at March 31, 2025, there is one remaining installment owed by the Company totaling 13,500 ounces of silver. Refer to Note 22(a).

16 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

13. RECLAMATION AND REHABILITATION OBLIGATIONS ("ARO")

    San Albino
Project		     Eagle
Mountain
Project		     Moss Mine     La Trinidad
Mine		     Total  
Balance, December 31, 2023 $ 2,198   $ -   $ -   $ 866   $ 3,064  
Liability acquired on acquisition of Goldsource   -     1,265     -     -     1,265  
Cash outflows for reclamation and rehabilitation activities   (4 )   -     -     -     (4 )
Changes in estimate   725     (13 )   -     -     712  
Accretion expense   130     64     -     -     194  
Liability extinguished   -     -     -     (866 )   (866 )
Translation of foreign operation to presentation currency   -     (2 )   -     -     (2 )
Balance, December 31, 2024 $ 3,049   $ 1,314   $ -   $ -   $ 4,363  
Liability acquired on acquisition of Moss Mine   -     -     14,260     -     14,260  
Changes in estimate   230     (25 )   48     -     253  
Accretion expense   33     16     7     -     56  
Balance, March 31, 2025 $ 3,312   $ 1,305   $ 14,315   $ -   $ 18,932  

(a) The Company has recognized closure and reclamation liabilities relating to the San Albino Project, the Eagle Mountain Project and to the Moss Mine and has determined that no significant closure and reclamation liabilities exist in connection with the activities on its other properties. The Company has calculated the present value of the closure and reclamation provision as at March 31, 2025, using the undiscounted estimate of cash outflows associated with reclamation activities as $21,333,948 (December 31, 2024: $4,984,343), with $3,648,317 (December 31, 2024: $3,533,274) associated to the San Albino Project, with $1,481,069 (December 31, 2024: $1,451,069) associated to the Eagle Mountain Project and with $16,204,562 associated to the Moss Mine. The provision was determined using discount rates ranging between 3.89% - 5.00% (December 31, 2024: 4.25% - 5.00%) and an inflation rate ranging between 2.50% and 2.54% (December 31, 2024: ranging between 2.46% and 2.50%).

(b) Extinguishment of La Trinidad Mine ARO

On February 15, 2024, the Company entered into an agreement with GR Silver Mines Ltd. ("GR Silver") to settle all liabilities and responsibilities, including but not limited to the reclamation and rehabilitation obligations, of the Company, related to the sale of the Company's Mexican operations to GR Silver in March 2021 ("Settlement and Release Agreement").

Pursuant to the terms of the Settlement and Release Agreement, the Company made a cash payment of $500,000 to GR Silver and issued 296,710 common shares of the Company for a total payment of $960,000. A loss of $94,077 on the disposition of the liability was recognized in the statement of income and comprehensive income for the three months ended March 31, 2024.

14. SHARE CAPITAL

(a) Authorized - Unlimited number of common shares, without par value.

(b) Issued

(i) On November 19, 2024, the Company commenced a normal course issuer bid ("NCIB-2025") whereby the Company intends to purchase up to an aggregate of 3,956,485 common shares of the Company, representing 5% of the common shares issued and outstanding as of that date. Purchases under the NCIB-2025 will end no later than November 18, 2025.

17 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

During the three months ended March 31, 2025, the Company purchased 534,800 common shares of the Company, under the NCIB-2025 for $1,357,043 (C$1,954,531) and allocated

$608,449 (C$876,129) to deficit. These common shares were cancelled. Refer to Note 22 (c).

(ii) During the three months ended March 31, 2025, 162,100 common shares of the Company were issued on the exercise of 162,100 share options with a weighted average exercise price of C$2.83 per option for gross proceeds of $322,324 (C$459,145). The fair value of $234,512 (C$307,144) was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$3.81.

(iii) During the three months ended March 31, 2025, 420,907 common shares of the Company were issued on the exercise of 420,907 warrants with a weighted average exercise price of C$2.50 per option for gross proceeds of $732,794 (C$1,052,268). The fair value of $361,783 (C$486,177) was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$4.00.

(c) Share options

    For the three months ended
March 31, 2025 		     For the year ended
December 31, 2024		  
    Number of
options		     WAEP     Number of
options		     WAEP  
Opening balance   1,805,050     C$2.83     3,736,504     C$2.62  
Granted   -     -     200,000     3.31  
Mako replacement options on acquisition of Goldsource   -     -     1,181,950     2.49  
Exercised   (162,100 )   C$2.83     (1,767,853 )   1.95  
Forfeited   -     -     (45,000 )   2.13  
Expired   -     -     (1,500,551 )   3.18  
Ending balance   1,642,950     C$2.50     1,805,050     C$2.83  
Options exercisable   1,284,616     C$2.90     1,429,217     C$2.88  
Weighted average remaining contractual life (in years)   2.43           2.77        

WAEP = Weighted average exercise price

During the three months ended March 31, 2025, the Company recorded share-based payments expense of $55,891 (2024: $75,802), all of which is included in general and administrative expenses. Also refer to Note 22 (c).

(d) Restricted share units ("RSU")

During the three months ended March 31, 2025, total share-based compensation relating to RSUs was $60,354 (2024: $82,232), of which all is included in general and administrative expenses.

As at March 31, 2025, there were 586,985 (December 31, 2024 - 586,985) RSUs outstanding. Refer to Note 22 (c).

18 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(e) Deferred share units ("DSU")

For the three months ended March 31, 2025, total share-based compensation relating to DSUs was $31,248 (2024: $41,379), of which all is included in general and administrative expenses.

At March 31, 2025, there were 315,640 (December 31, 2024: 315,640) DSUs outstanding. Refer to Note 22 (c).

(f) Warrants

    For the three months ended
March 31, 2025 		     For the year ended
December 31, 2024		  
    Number
of warrants		      
WAEP		     Number
of warrants		      
WAEP		  
Opening balance   837,807     C$2.50     -     C$-  
Mako replacement warrants on acquisition of Goldsource   -     -     841,503     2.50  
Exercised   (420,907 )   2.50     (3,696 )   2.50  
Ending balance   416,900     C$2.50     837,807     C$2.50  
Weighted average remaining contractual life (in years)   0.13           0.38        

WAEP = Weighted average exercise price

Warrants expire on May 19, 2025. Refer to Note 22 (b).

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 and Directors.

For the three months ended   March 31,
2025		     March 31,
2024		  
Director fees $ 104   $ 57  
Salaries, consulting and management fees   209     212  
Share-based compensation   85     195  
Total $ 398   $ 464  
             
As at   March 31,
2025		     December 31,
2024		  
Amount included in accounts payable and accrued liabilities $ 154   $ 303  

In November 2024, a special committee of three directors was established to oversee a potential acquisition. Each director on the committee receives a monthly fee of $4,000, while the chair receives $5,000 per month.

19 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) 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 three months ended March 31, 2025, the Company expensed fees relating to consulting services of $1,498 (2024: $501), reclamation and rehabilitation expenses of $nil (2024: $Nil) and $29,835 (2024: 6,265) in general office expenses. Amounts payable to Tes-Oro as at March31, 2025, were $3,745 (December 31, 2024: $9,397).

(c) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders, and a director. In addition to the Sailfish Loan and the Sailfish Silver Loan (Note 12 (b)), during the three months ended March 31, 2025, the Company's subsidiary Nicoz had the following transactions with Sailfish:

Gold stream sales

i. Nicoz received advances of $Nil (2024: $151,563) for the purchase of gold ounces.

ii. Nicoz sold 17 (2024: 91) ounces of gold to Sailfish for $468,218 (2024: $48,509) of which $12,815 (2024: $48,344) is recorded as production services revenue and $11,372 (2024: gain of $9,584) is included in the loss on gold stream derivative asset disclosed in the consolidated statement of income and comprehensive income.

As at March 31, 2025, a balance of $12,815 was receivable from Sailfish and is included in receivables (December 31, 2024 -$69,698).

Royalty fee
Sailfish is entitled to a two percent net smelter royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018 (refer to Note 9).

During the three months ended March 31, 2025, a royalty fee of $535,923 (2024: $161,831) was payable to Sailfish and is included in production costs in the consolidated statement of income and comprehensible income.

During the three months ended March 31, 2025, Nicoz offset $69,698 (2024: $Nil) in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish.

As at March 31, 2025, a balance of $535,923 (December 31, 2024: $432,870) was payable to Sailfish and is included in accounts payable and accrued liabilities.

(d) Wexford LP. ("Wexford")

Wexford is the Company's controlling shareholder. On March 27, 2025, the Company acquired the Moss mine from Wexford EGA, an entity owned by Wexford. Refer to Note 6.

16. SEGMENTED INFORMATION

Reportable segments are consistent with the geographic regions in which the Company's projects are

located. 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 Project in Nicaragua, its Moss Mine in Arizona, 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.

20 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

For the three months ended March 31, 2025 and 2024, the Company's principal product was gold sold to refineries at spot market prices by the Company's subsidiaries.

The Company's segments are summarized as follows:

    Guyana
 
$		     Nicaragua
 
$		     Arizona,
USA
$		     Total
Operating
Segments
$		     Corporate
Headquarters
$		     Total
 
$		  
For the 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 )
Cost of sales   -     (11,845 )   (3,160 )   (15,005 )   -     (15,005 )
Exploration and evaluation expenses   (1,037 )   (493 )   -     (1,530 )   -     (1,530 )
                                     
For the three months ended March 31, 2024:  
Revenue   -     19,211     -     19,211     -     19,211  
Production costs   -     (7,950 )   -     (7,950 )   -     (7,950 )
Depreciation, depletion and amortization   -     (2,198 )   -     (2,198 )   -     (2,198 )
Cost of sales   -     (10,148 )   -     (10,148 )   -     (10,148 )
Exploration and evaluation expenses   -     (696 )   -     (696 )   -     (696 )
                                     
As at March 31, 2025:                                    
Exploration projects   37,617     765     -     38,382     -     38,382  
Land and building   266     6,789     155     7,2101     6     7,216  
Equipment   186     2,675     448     3,309     14     3,323  
Right-of-use asset   -     -     -     -     125     125  
Mineral property and plant   -     21,166     5,473     26,639     -     26,639  
Total non-current assets   38,069     31,395     6,076     75,540     145     75,685  
                                     
As at December 31, 2024:                                    
Exploration projects   37,641     766     -     38,407     -     38,407  
Land and building   271     6,804     -     7,075     6     7,081  
Equipment   200     2,780     -     2,980     17     2,997  
Right-of-use asset   -     -     -     -     147     147  
Mineral property and plant   -     21,130     -     21,130     -     21,130  
Total non-current assets   38,112     31,480     -     69,592     170     69,762  

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

17. SUPPLEMENTARY CASH FLOW INFORMATION

For the three months ended   March 31,
2025		     March 31,
2024		  
    Changes in non-cash working capital:            
Change in receivables $ (3,302 ) $ (2,680 )
Change in inventories   (1,957 )   (1,298 )
Change in prepaid expenses, and other   (17 )   144  
Change in accounts payable and accrued liabilities   (696 )   487  
Change in due to related parties   (158 )   63  
  $ (6,130 ) $ (3,284 )
The significant non-cash financing and investing transactions:             
    Repayment of Sailfish Silver Loan (non-cash) $ 401   $ 136  
Change in current liabilities relating to mining interest expenditures   (189 )   130  

18. GENERAL AND ADMINISTRATIVE EXPENSES

For the three months ended   March 31,
2025		     March 31,
2024		  
Accounting and legal $ 113   $ 255  
Consulting fees   15     10  
Directors' fees   104     57  
Depreciation   36     28  
General office expenses   77     45  
Insurance   120     113  
Investor relations and communications   48     63  
Rent   8     2  
Salaries and benefits   885     873  
Stock-based compensation   147     247  
Telephone and IT services   58     36  
Transfer agent fees and regulatory fees   32     31  
Travel   54     34  
Withholding taxes on Term Loans   4     -  
  $ 1,701   $ 1,794  

 19. ACCRETION AND INTEREST EXPENSE

For the three months ended   March 31,     March 31,  
  2025     2024  
Accretion on asset retirement obligation (Note 13) $ 56   $ 29  
Accretion on Wexford Loan (Note 12 (a))   66     -  
Interest expense - Wexford Loan (Note 12 (a))   155     98  
Interest expense - other   5     4  
  $ 282   $ 131  

22 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

20. FINANCIAL INSTRUMENTS AND LIQUIDITY RISK

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).

The Company's financial instruments include cash and cash equivalents, receivables, accounts payable and the Term Loans and derivative liabilities. The carrying values of cash and cash equivalents, receivable and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Revised Wexford Loan is carried at amortized cost. The Sailfish Silver Loan derivative liability is carried at fair value determined by using a discounted cash flow model (refer to Note 12 (b)).

The Company's derivative asset and liability is measured using level 3 inputs.

During the three months ended March 31, 2025, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables. The Company's maximum exposure to credit risk is the amount disclosed in the consolidated statements of financial position.

Credit risk associated with cash and cash equivalents is minimized by placing the majority of these instruments with major financial institutions with strong investment-grade ratings as determined by a primary ratings agency.

Credit risk associated with trade receivables is managed by dealing with reputable international metals trading companies. The Company assesses and monitors risk by performing an aging analysis of its trade receivables.

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.

23 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The following are the contractual maturities of financial liabilities:

At March 31, 2025   Carrying
Amount		     Contractual
Cash Flows		     Within 1
year		     1 to 2
years		     2 to 3
years		     3 to 6
years		  
    $     $     $     $     $     $  
Accounts payable and accrued liabilities   13,992     13,992     12,790     259     -     943  
Term loans and derivative   5,482     5,482     610     -     -     4,872  
Total   19,474     19,474     13,400     259     -     5,815  

The Contingent Consideration described in Note 6(b) may also become due within one year.

Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market factors. Market risk comprises three types of risk: price risk, interest rate risk and currency risk.

Commodity price risk

The Company is subject to commodity price risk from fluctuations in the market prices for silver. Commodity price risks are affected by many factors that are outside the Company's control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Sailfish Silver Loan. A 5% change in the market price of silver would change the derivative liabilities by approximately $23,000.

Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is considered insignificant due to the low interest rates in the current economic environment and short-term nature of its holdings and as such the Company does not take any actions to manage interest rate risk. The interest rate on the Term Loan is fixed at 10% per annum.

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign currency exchange rates.

The Company's currency risk primarily arises from financial instruments denominated in US dollars that are held by Mako and Goldsource, as their functional currency is the Canadian dollar and that are held by Stronghold, as their functional currency is the Guyanese dollar. Conversely for the Company's subsidiaries whose functional currency is the US dollar, currency risk primarily arises from financial instruments denominated in Nicaraguan córdoba that are held at the subsidiary company level. As at December 31, 2024, a 5% change in the exchange rate between the Canadian dollar and the U.S. dollar would result in a net impact of approximately $27,000 and a 5% change in the exchange rate between the Guyanese dollar and the U.S. dollar would result in a net impact of approximately $11,000. Effective January 1, 2024, the exchange rate between the Nicaraguan córdoba and the U.S. dollar has been fixed by the Central Bank of Nicaragua. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a hedging program or any other programs to manage currency risk.

24 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

21. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the development and exploration of its mineral properties 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.

22. EVENTS AFTER THE REPORTING PERIOD

(a) Sailfish Silver Loan

The Company delivered the final installment of 13,500 ounces of silver on the Sailfish Silver Loan.

Sailfish exercised its option to purchase all refined silver produced from the Company's San Albino mine for an additional payment of $1,000,000 (payment received on April 28, 2025).

Under the terms of the agreement, the Company will deliver all refined silver produced at the San Albino mine to Sailfish on a last business day of each month. The deliveries will continue until such time as the production of the refined silver is no longer economically viable, as mutually determined by both parties.

(b) Equity transactions

i. On April 18, 2025, the Company granted 740,000 stock options to certain directors, officers, employees and consultants of the Company. Each stock option is exercisable at a price of C$4.47 for one common share in the Company for a period of five years vesting in four equal installments over a period of four years, with the first 25% vesting on April 18, 2026.

The Company also granted 502,785 RSUs to officers of the Company. Each RSUs will vest one-third on December 15, 2026, one-third on December 15, 2027 and one-third on December 15, 2028. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration.

The Company also granted 145,000 DSUs to officers of the Company. Each DSU will vest on the director's termination of service and is exercisable into one common share entitling the holder to receive the common share for no additional consideration or receive the cash equivalent or a combination thereof.

ii. 138,100 common shares were issued on the exercise of 138,100 stock options with a weighted average exercise price of C$3.40 per common share for gross proceeds of $338,430 (C$468,915).

iii. 372,900 warrants were exercised with an exercise price of C$2.50 per warrant for gross proceeds of $732,794 (C$932,250).

iv. On May 19, 2025, 44,000 warrants with an exercise price of C$2.50 expired unexercised. 

25 | Page

 

 

 

 

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended March 31, 2025

 

 

 

 

 

Management Discussion and Analysis
For the three months ended March 31, 2025

This Management Discussion and Analysis ("MD&A") is intended to help the reader understand Mako Mining Corp. (the "Company" or "Mako"), the operations, financial position, and current and future business environment. This MD&A is intended to supplement and complement Mako's condensed interim consolidated financial statements for the three months ended March 31, 2025, which 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").

Additional information regarding Mako, including the risks related to the business and those that are reasonably likely to affect Mako's financial statements in the future, is contained in the continuous disclosure materials, including the most recent audited consolidated financial statements and Management Information Circular, which is available on the Company's website at www.makominingcorp.com and under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

This MD&A has been prepared as of May 27, 2025. All amounts are expressed in United States (US) dollars ("$"), unless otherwise stated. References to "C$" are to the Canadian dollar.

BUSINESS OVERVIEW

Mako Mining Corp. was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the British Columbia Corporations Act. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "MKO" and the OTCQX under the symbol "MAKOF". 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.

On March 27, 2025, the Company completed the acquisition of EG Acquisition LLC ("EGA") whereby Mako US Corp., a wholly-owned subsidiary of the Company, acquired all the issued and outstanding common shares of EGA. EGA owns 100% of the common shares of Golden Vertex Corp. ("GVC"), which owns the Moss gold mine located in Arizona (the "Moss Transaction"). Refer to MOSS MINE ACQUISITION for additional details.

The Company's main assets are the producing San Albino and the Las Conchitas gold deposits, collectively the "San Albino Mine", located within the San Albino-Murra Property in Nueva Segovia, Nicaragua . Mako developed the San Albino Mine, which reached commercial production on July 1, 2021.

The projected free cash flow from the San Albino Mine is anticipated to fund exploration on Mako's prospective 224 square kilometer ("km") land package in Nicaragua, ongoing engineering activities at the Eagle Mountain Project in Guyana and the resumption of operations at the Moss mine in Arizona, United States.

FINANCIAL AND OPERATIONAL HIGHLIGHTS, MAJOR ACTIVITIES AND SIGNIFICANT SUBSEQUENT EVENTS

2

Management Discussion and Analysis
For the three months ended March 31, 2025

Subsequent to March 31, 2025:

RESULTS OF OPERATIONS

Financial Performance   Three months ended        
(in $000's)   Mar 31, 2025      Mar 31, 2024      Change  
Revenue $ 31,788   $ 19,211   $ 12,577  
Income for the period   9,424     5,349     4,075  
Operating cash inflows before changes in non-cash working capital   12,317     7,961     4,356  
Net cash provided from operating activities $ 6,187   $ 5,235   $ 952  
                   
          As at     As at  
Financial Condition (in $000's)         Mar 31, 2025     Dec 31, 2024  
Cash and cash equivalents       $ 10,400   $ 14,521  
Working capital (i)         22,879     10,773  
Total assets         129,336     107,082  
Equity       $ 86,706   $ 76,923  
(i) Working capital calculated as current assets less current liabilities.                  

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 producer, commencing production in the early 1900's and operating on and off until approximately 1940.

3

Management Discussion and Analysis
For the three months ended March 31, 2025

On August 24, 2020, the Nicaraguan Ministry of Environmental and Natural Resources ("MARENA") amended the environmental permit granted to the Company in 2017 (see press release dated September 12, 2017) to allow for the processing of up to 1,000 tonnes per day ("tpd") at the San Albino-Murra Property. The amendment is 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. 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.

Pre-development work commenced in May 2019 at the San Albino Property. On October 19, 2020, the Company reported the results of an updated mineral resource estimate (Technical Report and Estimate of Mineral Resources for the San Albino Mine, Nueva Segovia, Nicaragua, prepared by RESPEC and dated December 2, 2020), with the objective of achieving a thorough understanding of the geology of the area and affirming the continuity and grade of the "in-pit" mineral resources. On July 1, 2021, the Company declared commercial production on San Albino Mine. During 2021 and 2022 extensive drilling was conducted to update the mineral resource estimate 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 mineral resource estimate 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, prepared by RESPEC and dated December 6, 2023) ("MRE"). 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 grams per tonne ("g/t") gold ("Au") 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 ("BCSC") 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 National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("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.

No changes were made to the MRE for the San Albino Mine in the Amended Technical Report. Since the Effective Date (October 11, 2023), the Company's resource model predicted the mining of 26,940 oz Au, whereas the Company actually mined 32,567 oz Au, recovered 25,087 oz Au, and sold 25,106 oz Au during the period November 1, 2023 through May 31, 2024.

The table below shows the main variables used by Company management to measure operating performance of the mine: mining and milling rates, recovered metal production and costs per oz of Au sold.

4

Management Discussion and Analysis
For the three months ended March 31, 2025


  Three months ended  
Operating data   Mar 31, 2025     Mar 31, 2024  
San Albino Mine      
Tonnes Mined   2,321,286     1,612,365  
Tonnes Milled   53,551     52,478  
Mill availability   98%     97%  
Avg Tonnes per day   609     599  
Recovery %   85%     81%  
Grade (g/t Au)   7.1     7.3  
Gold ounces produced   9,820     9,404  
Gold sold (ounces) - San Albino Mine   9,881     9,267  
Gold sold (ounces) - Moss Mine   936     -  
Average realized gold price ($/oz sold) $ 2,915   $ 2,073  
Cash Cost ($/oz sold)(1) $ 1,239   $ 858  
AISC ($/oz sold)(1) $ 1,411   $ 1,043  
EBITDA (in $000's)(1) $ 14,389   $ 8,265  
Adjusted EBITDA (in $000's)(1) $ 16,066   $ 9,207  
(1)  Refer to Non-IFRS Measures.            

For the three months ended March 31, 2025:

Tonnes mined: an increase of 0.7 million tonnes mined in Q1 2025, driven primarily by a higher stripping ratio across various areas of the Las Conchitas deposits where the Company has been actively operating.

Tonnes milled: the tonnes milled in Q1 2025 remained relatively consistent with the quantity milled in Q1 2024.

Mill recoveries: Mill recoveries in Q1 2025 showed a marked improvement over Q1 2024, primarily driven by a higher proportion of material fed to the mill originating from diluted vein rather than from the historical dump.

Cash cost and AISC: Cash cost and AISC increased in Q1 2025 compared to Q1 2024, primarily due to the increase in total tonnes mined derived from an increase in stripping ratio at Las Conchitas deposit and longer haul distances for waste and mineralized material from same deposit, offset by a 17% increase in gold sold observed quarter over quarter. In addition, cost of the 936 ounces sold from the Moss Mine which were valued at market price on the acquisition date of the Moss Mine, also contributed to the higher cash costs and AISC in Q1 2025.

Gold ounces sold: increase of 17% in gold ounces sold in Q1 2025 compared to Q1 2024, was driven mainly by higher mill recoveries for gold (85% vs 81%) at the San Albino Mine, derived from processing a higher proportion of mineralized material diluted veins rather than historical dump. In addition, Moss Mine sales of 936 ounces of gold from residual leaching activities contributed to the increase in total gold ounces sold in the current quarter.

EXPLORATION AND MINERAL PROPERTY DEVELOPMENT UPDATE

Nicaragua

During Q1 2025, and in connection with the reverse circulation ("RC") drilling program, the Company completed 19,845 m of development drilling, including 1,299 m of infill drilling using five RC drill rigs on its San Albino - Murra Concession.

The main objective of this campaign was to test for possible extensions of the high-grade mineralized blocks and mineralization trends beyond the limits of the MRE for the San Albino Mine. In particular, several areas of the Las Conchitas gold deposit were drilled in Q1 2025, such as Limon, Cruz Grande, San Pablo, SW Extension of Intermediate and Mina Francisco. The Company also further tested for the extension of gold mineralization within the SW Pit at the San Albino gold deposit.

5

Management Discussion and Analysis
For the three months ended March 31, 2025

The Q1 2025 drilling results continue to support expansion of mining activities outside the pit limits defined by the June 10, 2024 MRE update in the Las Conchitas area.

In addition, the Q1 2025 drilling campaigns at Mina Francisco focused on delineating detailed geological and geochemical data to be used for detailed underground mine design.

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 hectares (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.

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 Q1 2025, the Company continued work on regional exploration targets. The program covers the Company's entire land package and includes 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 acquired Tiburon).

The main objective of the exploration program was to collect key structural data of mineralized veins, extend previously exposed high-grade gold mineralization and prioritize drill targets, such as El Golfo, Potrerillos, La Virgen and La Reforma, and to identify additional gold targets for follow-up exploration and drilling.

San Albino - Murra Concession
Las Conchitas Area

Las Conchitas is situated between two past-producers, the San Albino Mine and the El Golfo Mine. It covers 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.

As with the San Albino gold deposit, the conceptual model for the Las Conchitas mineralization consists of multiple parallel quartz veins that dip gently to the northwest, associated with extensive shear and fault systems which represent possible feeders for mineralized fluids and a favorable environment for precious metal deposition. These characteristics are consistent with the model for orogenic gold-bearing veins, which can extend to depths in excess of a kilometer. Drilling at Las Conchitas has confirmed the down-dip continuity of highly mineralized zones; as demonstrated by drill results reported on July 29, 2024; gold mineralization is not restricted solely to quartz veins, but can also occur in the host rock (phyllite/schist) containing quartz vein.

During Q1 2025, and in connection with the RC drilling program, the Company completed 15,912 m of drilling at Las Conchitas. In addition, the Company completed 1,299 m of infill drilling at Las Conchitas with the main goal of testing for structural continuity and extensions of the gold mineralization.

6

Management Discussion and Analysis
For the three months ended March 31, 2025

La Virgen Prospect

During Q1, 2025, the Company completed 2,578 m of exploration RC drilling at the La Virgen prospect, situated in the central portion of the San Albino - Murra Concession. The objective of this program was to test gold mineralization identified in the reconnaissance mapping program related to historical underground workings. Results are pending.

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 in the first quarter of 2025. An RC drilling campaign was designed to test high priority targets at El Golfo, located approximately 1km to the south of Las Conchitas area. Drilling is expected to commence at El Golfo in Q2, 2025.

Potrerillos Concession

In December 2019, the Company purchased the Potrerillos exploration and exploitation concession ("Potrerillos Concession"), formerly owned by a subsidiary of Condor Gold Plc. The Potrerillos Concession comprises 12 km2 of subsurface mineral rights and is contiguous to and along strike from the San Albino gold project. Detailed mapping and sampling are in progress on the Potrerillos Concession. The Potrerillos Concession is valid until December 2031 with the ability to renew for an additional 25 years.

During Q1, 2025 the Company continued reconnaissance exploration and identified a number of prospects that require additional follow-up sampling and mapping.

La Segoviana Concession

On April 7, 2020, the Company announced that its wholly-owned Nicaraguan subsidiary, Nicoz Resources, S.A., was granted a new concession by MEM. The new concession, La Segoviana, covers an area of 3,845.80 ha (approximately 39 km2) and is contiguous to the north and northwest of the Company's San Albino-Murra Concession. The La Segoviana Concession allows for both exploration and exploitation and is valid for a period of 25 years, until March 12, 2045.

During Q1, 2025 the Company continued reconnaissance exploration and identified a number of prospects that require additional follow-up sampling and mapping.

Tiburon Concession

On November 18, 2024, the Company obtained the new concession, Tiburon and initiated a prospecting and mapping program which identified several areas with potential to discover additional gold bearing structures. Reconnaissance mapping and sampling has identified several new prospects with similar characteristics to San Albino and Las Conchitas. During Q1, 2025, exploration work focused on the Las Flores area where several new prospects were identified.

For details on all previously reported drill results, please see the Company's filings on SEDAR+.

Guyana

The Company's subsidiary, Stronghold Guyana Inc. ("Stronghold"), holds a prospecting license on the Eagle Mountain Property, referred to as the Eagle Mountain Prospecting License ("EMPL"). 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.

7

Management Discussion and Analysis
For the three months ended March 31, 2025

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. 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 Company's work program comprises engineering and environmental activities, including tailings and waste dump siting studies, geotechnical drilling, hydrogeology and hydrology studies, environmental geochemistry, consultation and permitting programs. The work program was developed to position the Company for environmental permit applications, targeting the second half of 2025.

In August 2014, the GGMC granted a Medium Scale Mining Permit (the "Permit") to Kilroy Mining Inc. ("Kilroy") to mine gold, diamonds, precious metals and minerals on a portion within the Eagle Mountain Property. As the Permit is required under Guyana law to be held by a Guyanese national, Stronghold has entered into agreements with Kilroy, a private arm's length Guyanese company pursuant to which Stronghold and Kilroy will jointly operate the Eagle Mountain Gold Project. Kilroy has granted Stronghold the exclusive right to conduct mining operations on the Eagle Mountain Gold Project including any additional areas acquired by Kilroy. Stronghold will fund all expenditures on the Eagle Mountain Gold Project and receive 100% of all revenues, subject to applicable government royalties and a 2% net smelter return royalty to Kilroy as compensation for its participation.

In the second half of 2024, materials, instrumentation, and technical personnel were mobilized to the Eagle Mountain Project to commence geotechnical drilling for the purpose of open pit slope design optimization ("Phase 1"). Phase 1 activities, which commenced in September 2024, comprised geotechnical drilling targeting the walls of the Eagle Mountain and Salbora deposits using the pit outlines defined in the 2024 Preliminary Economic Assessment ("PEA")1.

Geotechnical drilling for the Phase 1 program was completed in late 2024. Phase 1 included eleven (11) incline and vertical drill holes testing the saprolite and fresh rock characteristics in the Eagle Mountain and Salbora deposits.

On February 5, 2025, the Company reported initial assay results for geotechnical and infill drilling, highlighted by 2.93 grams per tonne ("g/t") Au over 16.0 m at the Eagle Mountain deposit and 3.73 g/t Au over 31.5 m at the Salbora deposit.

Consistent with the 2024 work program, the Q1 2025 work program included engineering and environmental activities to confirm mine design parameters and to generate the data and studies required to complete an Environmental Impact Statement ("EIS") for submission to the Guyana Environmental Protection Agency ("EPA"). The Company is targeting H2 2025 for the submission of the EIS.

Phase 2 activities, which commenced in January 2025, comprised geotechnical drilling and testing of the saprolite and underlying fresh rock to facilitate infrastructure siting studies and site hydrogeological drilling to generate data for both pit optimization and water resource management studies.

______________________________

1 The NI-43101 technical report entitled "Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana" dated March 1, 2024, with an effective date of January 16, 2024, is available under Mako's profile at www.sedarplus.ca.

8

Management Discussion and Analysis
For the three months ended March 31, 2025

Q1 2025 activities also included environmental geochemical testing of water, soils, and rock for which analyses are ongoing. In March 2025, the Company officially initiated the regulatory permitting process in Guyana through the submission of Environmental Application and Project Summary documents to the Guyana EPA.

TREND ANALYSIS

Summary of Quarterly Results

  2025         2024           2023  
(in $000's excluding per share)   Jan - Mar     Oct - Dec     Jul - Sept     Apr - Jun     Jan-Mar     Oct - Dec     Jul - Sept     Apr - Jun  
Revenue   31,788     28,849     15,739     28,278     19,211     26,472     10,707     12,853  
Cost of sales   (15,005 )   (12,586 )   (11,242 )   (11,715 )   (10,148 )   (12,680 )   (8,057 )   (10,951 )
Gross profit   16,783     16,263     4,497     16,563     9,063     13,792     2,650     1,902  
E&E expenses   (1,530 )   (1,241 )   (1,148 )   (179 )   (696 )   (988 )   (1,178 )   (1,498 )
G&A expenses   (1,701 )   (2,096 )   (1,736 )   (3,023 )   (1,794 )   (1,573 )   (1,895 )   (2,235 )
Other income (expenses)   (1,078 )   (2,357 )   (641 )   (1,463 )   (664 )   (900 )   (719 )   (360 )
Income taxes   (3,050 )   (5,912 )   (595 )   (3,130 )   (560 )   (817 )   (330 )   (438 )
Net income (loss)   9,424     4,657     377     8,768     5,349     9,514     (1,472 )   (2,629 )
Basic income (loss) per share   0.12     0.06     -     0.13     0.08     0.14     (0.02 )   (0.04 )
Diluted income (loss) per share   0.12     0.06     -     0.13     0.08     0.14     (0.02 )   (0.04 )
The sum of the quarters may not equal the annual results due to rounding.

  
Gold ounces produced   9,820     12,053     6,324     12,160     9,404     11,566     7,937     6,575  
Gold ounces sold   10,817     10,888     6,532     12,313     9,267     13,481     5,767     6,727  
Average realized gold price ($/oz) $ 2,915   $ 2,650   $ 2,409   $ 2,296   $ 2,073   $ 1,963   $ 1,857   $ 1,911  
Tonnes Mineralization Mined   48,813     46,732     29,749     59,550     67,961     52,399     47,731     46,452  
Tonnes Milled   53,551     51,242     51,865     52,681     52,478     51,745     51,578     54,284  
Grade milled (g/t Au)   7.10     8.60     4.20     8.79     7.27     8.19     6.86     5.27  
Recovery %   85.3%     85.0%     73.4%     82.0%     80.5%     84.5%     78.1%     71.8%  

Revenue: During Q1 2025, the increase in revenue compared to Q1 2024 is attributed to the higher average realized gold prices for gold sales ($2,915/oz vs $2,073/oz) and by an increase in gold ounces sold (10,817 oz vs 9,267 oz). The Q1 2025 revenue includes 936 oz of gold and 8,562 oz of silver sold from the Moss Mine.

Cost of sales: Cost of sales is comprised of production cost and depreciation, depletion and amortization of the mine assets and the plant mainly from the San Albino Mine. During Q1 2025, the increase in total tonnes mined derived from an increase in stripping ratio at Las Conchitas deposit and longer haul distances for waste and mineralized material from same deposit drove the increase in cost of sales compared to Q1 2024. In addition, the cost of sales in Q1 2025 included the cost of the ounces sold from the Moss Mine which were valued at market price on the acquisition date of the Moss Mine.

Exploration and evaluation ("E&E") expenses: The MRE for the Las Conchitas gold deposit was defined in October 2023 and published in December 2023. As a result, drilling expenditures incurred during Q1 2025 within the area of Las Conchitas gold deposit are development in nature, and are being capitalized to mineral interest, plant and equipment. During Q1 2024, exploration expenses incurred within the same area were expensed. Included in Q1 2025, E&E expenses of $1.0 million are related to the Eagle Mountain Project.

Other income (expenses): During Q1 2025, the increase in the foreign exchange loss arising on the intercompany balances from the weakening of the exchange rate between the Canadian dollar and US dollar, compared to Q1 2024.

9

Management Discussion and Analysis
For the three months ended March 31, 2025

Income taxes: Due to increased revenues from higher gold ounces sold and higher gold prices ($2,915/oz versus $2,073/oz), taxes for Q1 2025 were calculated based on taxable income. Conversely, Q1 2024, taxes were determined using the minimum tax, as it exceeded taxable income.

Revenue

    Three months ended        
    Mar 31, 2025      Mar 31, 2024     Change   
Revenue (in $000s) $ 31,788   $ 19,211   $ 12,577  
Gold sold (ozs.)   10,817     9,267     1,550  
Average realized gold price ($ per oz.) $ 2,915   $ 2,073   $ 842  

For Q1 2025, the Company's revenue was derived from the San Albino Mine (9,881 oz of gold) and the Moss Mine (936 oz of gold and 8,562 oz of silver).

The increase in revenue of $12.6 million (increase of 65%) for Q1 2025 compared to Q1 2024 is a result of higher average realized gold price of $2,915/oz of gold (an increase of $842/oz or 41%), and an increase of 1,550 oz of gold sold in Q1 2025 compared to Q1 2024.

The Company sells gold at the spot price. The quarterly average spot gold price for Q1 2025 was $2,863/oz (Q1 2024:

$2,070/oz), up 38% over Q1 2024, and closed on March 31, 2025, at $3,115/oz, up 41% from the closing price on March 31, 2024.

Exploration and evaluation expenses 

Expenses by property   Three months ended        
(in $000s)   Mar 31, 2025     Mar 31, 2024     Change  
El Jicaro $ 56   $ 76   $ (20 )
San Albino   289     183     106  
Las Conchitas   69     397     (328 )
Eagle Mountain   1,037     -     1,037  
Other   79     40     39  
  $ 1,530   $ 696   $ 834  

During Q1 2025, expenses continued to be primarily associated with the Eagle Mountain Project.

10

Management Discussion and Analysis
For the three months ended March 31, 2025

General and administrative expenses

    Three months ended        
(in $000s)   Mar 31, 2025     Mar 31, 2024     Change  
Accounting and legal $ 113   $ 255   $ (142 )
Consulting fees   15     10     5  
Directors' fees   104     57     47  
Depreciation   36     28     8  
General office expenses   77     45     32  
Insurance   120     113     7  
Investor relations and communications   48     63     (15 )
Rent   8     2     6  
Salaries and benefits   885     873     12  
Stock-based compensation   147     247     (100 )
Telephone and IT services   58     36     22  
Transfer agent fees and regulatory fees   32     31     1  
Travel   54     34     20  
Withholding taxes on Sailfish Loan   4     -   $ 4  
  $ 1,701   $ 1,794   $ (93 )

Accounting and legal fees: decrease is related to the timing of invoice are receipt. Additionally in Q1 2024 additional legal and tax advice was sought on corporate matters.

Director Fees: In November 2024, a special committee of three directors was established to oversee the Moss Transaction. Each director on the committee received a monthly fee of $4,000, while the chair received $5,000 per month resulting in an increase in Q1 2025 compared to Q1 2024. In addition, due to the acquisition of Goldsource closed in Q3 2024, the number of directors of the Board of the Company has increased from six to seven members.

Stock-based compensation: The decrease in Q1 2025 compared to Q1 2024 relates to the decrease in the expenditure of the RSUs granted in 2022 that had fully vested in December 2024.

Other income (expenses)

    Three months ended        
(in $000s)   Mar 31, 2025     Mar 31, 2024     Change  
Accretion and interest expense $ (282 ) $ (131 ) $ (151 )
Loss on settlement of reclamation liability   -     (94 )   94  
Change in fair value of derivative liability   (269 )   (375 )   106  
(Gain) loss on gold stream derivative asset   (11 )   10     (21 )
Foreign exchange loss   (520 )   (87 )   (433 )
Interest income   4     13     (9 )
  $ (1,078 ) $ (664 ) $ (414 )

The Company's derivative liabilities include the Sailfish Loan and the Sailfish Silver Loan. The Q1 2025 change in fair value of the derivative liability relates to the Sailfish Silver Loan whereas in Q1 2024 the change relates to the Sailfish Loan and the Sailfish Silver Loan. An increase in silver prices offset by the decrease in the remaining quantities left to deliver has resulted in a lower loss derived from the decrease in the fair value calculation of the respective derivative liability.

11

Management Discussion and Analysis
For the three months ended March 31, 2025

In Q1 2024, the Company entered into an agreement with GR Silver to settle all liabilities and responsibilities, including but not limited to the outstanding reclamation and rehabilitation obligations, of the Company, related to the sale of Mako's Mexican operations to GR Silver in March 2021 and recorded a loss of the settlement of the liability of $0.1 million.

Foreign exchange losses arise from the translation of foreign-denominated transactions and balances into the relevant functional currencies of the Company and its subsidiaries. There are significant foreign-denominated intercompany balances held by certain subsidiaries of the Company. Fluctuations between the functional currency of the subsidiary and the currency of the intercompany balance result in significant non-cash, unrealized foreign exchange gains and losses. These unrealized gains and losses are recognized in the consolidated net income of the Company.

LIQUIDITY AND CAPITAL RESOURCES

Financial condition

(in $000s)   Mar 31, 2025     Dec 31, 2024     Change  
Cash and cash equivalents $ 10,400   $ 14,521   $ (4,121 )
Working capital $ 22,879   $ 10,773   $ 12,106  

Cash and cash equivalents decreased by $4.1 million during Q1 2025. Funds generated from operating activities and exercise of options and warrants were utilized to make repayment installments of $0.9 million on the Sailfish Silver Loan, pay interest of $0.3 million on the Wexford Loan, purchase the Company's common shares under the NCIB at a cost of $1.4 million, pay the purchase price of the Moss Mine at a cost of $6.4 million and fund the investing and operating activities.

The working capital (defined as current assets less current liabilities) increased during Q1 2025 by $12.1 million primarily due to the increase in current assets, specifically cash and the inventory acquired with the Moss Mine, trade receivables from the sales of gold made by Moss Mine on the last few days of Q1 2025 and by a decrease in term loans and derivative liabilities, during the same period.

Cash flows

(in $000s)   Three months ended        
    Mar 31, 2025     Mar 31, 2024     Change  
Operating cash flows before changes in working capital $ 12,317   $ 8,519   $ 3,798  
Changes in working capital   (6,130 )   (3,284 )   (2,846 )
Net cash flows provided by operating activities   6,187     5,235     952  
Net cash flows used in investing activities   (8,775 )   (989 )   (7,786 )
Net cash flows used in financing activities   (1,541 )   (1,208 )   (333 )
Effect of foreign exchange on cash and cash equivalents   8     (13 )   21  
Change in cash and cash equivalents $ (4,121 ) $ 3,025   $ (7,146 )

The Company generated positive cash flow from operations of $6.2 million during Q1 2025, an increase of $0.9 million compared to Q1 2024. 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 during Q1 2025.

12

Management Discussion and Analysis
For the three months ended March 31, 2025

The cash used in investing activities during Q1 2025 increased by $7.8 million compared to Q1 2024 and relates to the Moss Transaction which was offset with the cash acquired on the acquisition of Moss Mine, the development activities at the San Albino Mine in Nicaragua including the expansion drill program to test for future economic benefit derived from extensions of the high-grade mineralization trends beyond the limits of the Company's MRE and the purchase of equipment.

The cash used in financing activities during Q1 2025 increased by $0.3 million compared to Q1 2024 and primarily reflects the installment payments of $0.9 million on the Sailfish Silver Loan, interest payment of $0.3 million on the Wexford Loan, $1.4 million to purchase the Company's common shares under the NCIB which was offset with the proceeds of $1.1 million received on the exercise of 0.2 million share purchase options and 0.4 million share purchase warrants.

Liquidity risk

The condensed interim 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 twelve months from March 31, 2025. As at March 31, 2025, the Company had cash and cash equivalents of $10.4 million and working capital (defined as current assets less current liabilities) of $22.9 million.

For Q1 2025, the Company generated operating cash inflows from operating activities of $6.2 million (Q1 2024: $5.2 million) and generated a net income of $9.5 million (Q1 2024: $5.3 million).

During 2020, the Company secured a credit arrangement from its controlling shareholder for $15.15 million ("Wexford Loan"). On March 27, 2024, the Company entered into an eighth amending agreement for the Wexford Loan wherein the Company and the Lenders agreed to further extend the maturity date from March 31, 2025 to March 31, 2029. Due to the substantial modification of the terms of the agreement, management accounted for this transaction as an extinguishment of the original financial liability and replacement with a new financial liability (the "Revised Wexford Loan"). The Revised Wexford Loan accrues interest at a rate of 10% per annum, compounded semi-annually.

The Company used an effective interest rate of 18.0%, the estimated market interest rate for non-related parties based on comparable debt when valuing the Revised Wexford Loan upon initial recognition; as a result, the Company recorded a capital contribution from a related party of $2.1 million directly in contributed surplus during the year ended December 31, 2024. The Revised Wexford Loan is measured at amortized cost and is to be accreted to maturity over the term using the effective interest method. On January 2, 2025, an interest payment of $0.3 million was made on the Revised Wexford Loan.

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of

$0.5 million.

On May 24, 2023, the Company entered into an agreement with Sailfish, whereby Sailfish advanced $6 million (received) for the delivery of a fixed number of ounces of silver (13,500), on the last day of the month or the gold equivalent, for a period of 24 months ("Silver Loan"). Interest on the Silver Loan is accrued at US Prime (8.25%) plus four percent per annum, calculated daily on the undelivered ounces. Sailfish also has the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company's San Albino-Murra concession for an additional $1 million, which was exercised on April 28, 2025. For the three months ended March 31, 2025, the Company delivered 40,500 ounces of silver of which 27,913 oz of silver were purchased and 12,587 oz of silver were produced by its subsidiary in Nicaragua. On April 28, 2025, the Company delivered the final installment of 13,500 ounces of silver.

13

Management Discussion and Analysis
For the three months ended March 31, 2025

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.

OUTSTANDING SECURITIES

As of the date of this MD&A, the Company had 79,811,390 common shares issued and outstanding, plus 1,086,119 RSUs, 460,640 DSUs and 2,244,850 share purchase options outstanding.

TRANSACTIONS WITH RELATED PARTIES

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, and Directors. The compensation to key management was as follows:

Key management compensation

    Three months ended        
(in $000s)   Mar 31, 2025     Mar 31, 2024     Change  
Director fees $ 104   $ 57   $ 47  
Salaries, consulting and management fees   209     212     (3 )
Share-based compensation   85     195     (110 )
Total $ 398   $ 464   $ (66 )
                   
As at         Mar 31, 2025     Dec 31, 2024  
Amount included in accounts payable       $ 154   $ 303  

The increase in director fees in Q1 2025 relate to the additional fees paid following the formation of an additional committee to oversee the Moss Transaction and the increase in the members of the Board of Directors from six to seven directors which occurred in Q3 2024 after the closing of the Goldsource transaction.

The decrease in share-based compensation expenses during Q1 2025 relates to the decrease in the expenditure of the RSUs granted in 2022 that had fully vested in December 2024.

Other related party transactions

(a) 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 three months ended March 31, 2025, the Company expensed fees relating to consulting services of $1,498 (2024: $501), reclamation and rehabilitation expenses of $nil (2024: $Nil) and $29,835 (2024: $6,265) in general office expenses. Amounts payable to Tes-Oro as at March31, 2025, were $3,745 (December 31, 2024: $9,397).

14

Management Discussion and Analysis
For the three months ended March 31, 2025

(b) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders, and a director. In addition to the Sailfish Silver Loan, during the three months ended March 31, 2025, the Company's subsidiary Nicoz:

Gold stream sales

i. Nicoz received advances of $nil (2024: $0.2 million) for the purchase of gold ounces.

ii. Nicoz sold 17 (2024: 91) ounces of gold to Sailfish for $0.5 million (2024: $48,509) of which $12,815 (2024: $48,509) is recorded as production services revenue and $11,372 (2024: gain of $9,584) is included in the loss on gold stream derivative asset disclosed in the statement of income and comprehensive income.

As at March 31, 2025, a balance of $12,815 was receivable from Sailfish and is included in receivables (December 31, 2024: $69,698).

Royalty fee

Sailfish is entitled to a two percent net smelter royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018.

During the three months ended March 31, 2025, a royalty fee of $0.5 million (2024: $0.2 million) was payable to Sailfish and is included in production costs in the condensed interim consolidated statement of income and comprehensible income.

During the three months ended March 31, 2025, Nicoz offset $69,698 (2024: $nil) in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish.

As at March 31, 2025, a balance of $0.5 million (December 31, 2024: $0.4 million) was payable to Sailfish and is included in accounts payable and accrued liabilities.

(c) Wexford LP. ("Wexford")

Wexford is the Company's controlling shareholder. On March 27, 2025, the Company acquired the Moss mine from Wexford EGA, an entity owned by Wexford. Refer to MOSS MINE ACQUISITION for additional details.

PROPOSED TRANSACTIONS

None.

MOSS MINE ACQUISITION

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EGA an entity owned by the Company's controlling shareholder. EGA, is a private corporation incorporated in Delaware and owns 100% of the common shares of GVC, which owns the Moss gold mine located in Arizona (the "Moss Transaction"). In doing so, the Company acquired 100% of the Moss Mine, located in Arizona.

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation Gold Mining Corporation ("Elevation") under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

15

Management Discussion and Analysis
For the three months ended March 31, 2025

The Company's purchase price for the EGA acquisition was $6.5 million, fully paid in cash, incurred acquisition-related costs of $0.4 million, relating to external legal and advisory fees, which were capitalized and included as a cost of acquiring the net assets and additional $1.5 million cash payment, contingent upon certain ongoing court disputes with respect to net smelter royalties at the Moss mine ("Contingent Consideration") (refer to Contingent Consideration - Royalty agreement settlements below).

The total purchase price of $7.8 million, including an estimate of the fair value of the Contingent Consideration is composed as follows:

    $  
Cash paid   6,489  
Moss Transaction costs   356  
Fair value of Contingent Consideration (Royalty Agreements settlement) - refer to (b) below   1,000  
    7,845  

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Fair value of net assets acquired and (liabilities) assumed   As at March 27, 2025
$		  
Cash   346  
Prepaid expenses and deposits   401  
Inventory   13,139  
Restricted cash - refer to (a) below   3,259  
Building and equipment   603  
Mining interest   5,424  
    23,172  
Less:      
Accounts payable and accrued liabilities   ( 1,067 )
Provision for reclamation and rehabilitation   (14,260 )
    7,845  

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest, working capital, and the provision for reclamation and rehabilitation. The value of the building, equipment and the mine mining interest was determined based on a discounted cash flow model using a two-year life of mine.

(a) Restricted Cash

The Company maintains restricted cash balances related to collateral security for reclamation bonds. These reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss mine.

As of March 31, 2025, the total restricted cash held for reclamation bond purposes amounts to $3.3 million which is classified as non-current on the balance sheet based on the anticipated timing of reclamation activities and bond release conditions.

These funds are held in designated accounts and cannot be used for general corporate purposes unless released by the relevant issuer of the reclamation bond upon fulfillment of specific requirements. The Company continues to monitor and assess its reclamation obligations to ensure compliance with applicable environmental regulations and financial assurance requirements.

16

Management Discussion and Analysis
For the three months ended March 31, 2025

(b) Contingent Consideration - Royalty agreement settlements

The 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation (collectively, the "Royalty Holders") are currently being disputed by Elevation as part of the Bankruptcy Process whereby the court is asked to declare the validity of the real property interests asserted by the Royalty Holders ("Royalty Agreements").

Should Elevation be successful in invalidating the Royalty Agreement or if an agreement is reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company will pay Elevation

$1.5 million.

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the Royalty Holders, which are still before the United States Bankruptcy Court for the District of Arizona..

The fair value of the Contingent Consideration has been determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement. The fair value of the Contingent Consideration was estimated to be $1.0 million.

ACCOUNTING CHANGES AND CRITICAL ESTIMATES

Estimates and judgments

The preparation of financial statements in accordance with IFRS 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 judgements 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:

17

Management Discussion and Analysis
For the three months ended March 31, 2025

Refer to Note 6 of the Company's audited consolidated financial statements for the year ended December 31, 2024, and to Note 5 in the condensed interim consolidated financial statements for the three months ended March 31, 2025, for a detailed discussion of these accounting estimates and judgments.

CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements and the respective accompanying Management's Discussion and Analysis.

DISCLOSURE CONTROLS

Disclosure controls and procedures ("DC&P") are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ("ICFR") are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

TSX-V listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in NI 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) 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 (b) 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 IFRS Accounting Standards.

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.

NON-IFRS MEASURES

The Company has included non-IFRS measures in this MD&A such as adjusted EBITDA, cash cost per ounce sold, AISC per ounce sold and working capital. 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. These measures do not have any standardized meaning prescribed under the IFRS Accounting Standards and therefore may not be comparable to other issuers. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. 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. Accordingly, it is 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.

"Adjusted EBITDA" represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization ("EBITDA"), adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation.

18

Management Discussion and Analysis
For the three months ended March 31, 2025

"Cash costs per ounce sold" is production costs, calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration costs excluding the amounts included in write downs of inventory.

"AISC per ounce sold" includes cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain 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.

"Working capital" is current assets less current liabilities.

The following table provides a reconciliation of production costs to cash costs and AISC:

(in $000's)   Three months ended  
    Mar 31, 2025     March 31, 2024  
Production costs (GAAP) $ 13,404   $ 7,950  
Supporting general and administrative expenses   424     490  
General and administrative expenses   1,211     600  
Sustaining capital expenditures   183     200  
Accretion of the asset retirement costs (ARO) (Non-cash)   40     29  
Capitalized exploration expenses   -     394  
Total AISC ($) $ 15,262   $ 9,663  
Ounces of gold sold   10,817     9,267  
Cash cost per gold ounce sold $ 1,239   $ 858  
AISC per gold ounce sold $ 1,411   $ 1,043  

Earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion, and amortization ("EBITDA") calculations: 

(in 000's)   Three months ended  
    Mar 31, 2025     Mar 31, 2024  
Net income after taxes $ 9,424   $ 5,349  
Income tax expense   3,050     560  
Finance cost, net of finance income   278     131  
Depreciation and amortization   1,637     2,225  
EBITDA (1) $ 14,389   $ 8,265  
Share-based compensation expense   147     246  
Exploration activities   1,530     696  
ADJUSTED EBITDA (1) $ 16,066   $ 9,207  

(1)  Refer to "Non-IFRS Measures".

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, Arizona, United States and Guyana, 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. 

19

Management Discussion and Analysis
For the three months ended March 31, 2025

Some of the other significant risks are:

The Company continuously monitors and mitigates these risks through operational improvements and compliance initiatives.

20

Management Discussion and Analysis
For the three months ended March 31, 2025

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.

An investment in the Company's common shares is highly speculative and subject to a number of risks and uncertainties. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described above and the other information filed with the Canadian securities regulators 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.

FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking information" (also referred to as "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. All statements, other than statements of historical fact, are forward-looking statements.

In this MD&A, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: regulatory and permitting considerations, financing of the Company's acquisitions and other activities, exploration, development and operation of mining properties 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.

Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below and including those referenced in the "Risks and Uncertainties" section of this MD&A, and, as a result they may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

21

Management Discussion and Analysis
For the three months ended March 31, 2025

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company's affairs since the date of this report that would warrant any modification of any forward-looking statements made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company's website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to the Company's disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online at www.sedarplus.ca.

22

June 2nd, 2025

TSX-V: MKO; OTCQX: MAKOF


Mako Mining Reports First Quarter 2025 Financial Results, Including Record Mine
Operating Cash Flow of US$19.9 million, Adjusted EBITDA of US$16.1 million and EPS of
US$0.12/share from 10,817 oz Gold Sold at US$2,915/oz

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide financial results for the three months ended March 31st, 2025 ("Q1 2025"). All dollar amounts referred to herein are expressed in United States dollars unless otherwise stated.

The Company's financial results for Q1 2025 reflect record gold sales from its San Albino and Moss Mine of $31.8 million (vs. $19.2 million in Q1 2024), which generated $19.9 million in Mine Operating Cash Flow (1) (4), $16.1 million in Adjusted EBITDA(1), and $9.4 million in Net Income. The Company sold 10,817 oz of gold at an average price of $2,915/oz with a $1,239 Cash Cost and $1,411 All-In Sustaining Cost ("AISC") ($/oz sold). (1) (2)

On March 27th, 2025, Mako completed the acquisition of EGA (the "Moss Acquisition"), which owned the Moss gold mine in Arizona, and these financial results reflect the consolidation of the Moss Acquisition into Mako's Q1 2025 Financial Statements and MD&A. Finished products in the amount of 936 oz of gold and 8,562 oz of silver were acquired at the time of acquisition, held on the balance sheet at market value of $3.2 million and sold immediately thereafter with a Cost of Goods Sold also amounting to $3.2 million. This had the effect of increasing our reported Cash Cost and AISC by $202/oz and $186/oz. Without the effect of the Moss Acquisition, the Company's Cash Cost and AISC would be $1,037/oz and $1,225/oz, respectively.

Q1 2025 Mako Mining Highlights

Financial

1

Growth

Subsequent to March 31, 2025

Q2 2025 (through May 31st) - Mako Mining Financial Highlights

Akiba Leisman, Chief Executive Officer, states that "Q1 was a transformative quarter for Mako. We acquired our second operating mine at Moss, which produces gold and silver through its residual leach operations. The acquisition was financed using a small fraction of this quarter's Mine Operating Cash Flow from San Albino. A new mining contractor for Moss was selected and will be mobilized to restart mining operations later this month. The San Albino mine continues to perform well, which helped Mako generate record Mine Operating Cash flow of US$19.9 million and US$9.4 million (US$0.12/share) of Net Income, while generating industry leading ROA and ROE of 30.9% and 47.5%, respectively. At the end of May, the Company's cash and receivable balance was US$22.0 million, with an additional US$3.3 million in restricted cash, 50% of which will be released imminently. Mako's rapidly growing cash position will be used for the development of the Eagle Mountain in Guyana, which we expect to be permitted for construction by Q2 2026". 

Table 1 - Revenue 

    3 months ended        
    Mar 31, 2025     Mar 31, 2024     Change  
Revenue (in $000s)   31,788     19,211     12,577  
Gold sold (ozs)   10,817     9,267     1,550  
Average realized gold price ($/oz) (3)   2,915     2,073     842  

2

Table 2 - Operating and Financial Data

    Q1 2025  
Operating - San Albino      
Tonnes mined   2,321,286  
Tonnes milled   53,551  
Mill Availability   98%  
Avg. tonnes per day   609  
Gold produced (oz)   9,820  
Gold sold (oz)   9,881  
Recovery (Au %)   85.3%  
Financial - Mako Mining Corp.      
Revenues (in $000's) $ 31,788  
Avg. realized gold price ($/oz sold)(3) $ 2,915  
Cash Costs ($/oz sold) (1)(2) $ 1,239  
AISC ($/oz sold) (1)(2) $ 1,411  
EBITDA (in $000's) (1) $ 14,389  
Adjusted EBITDA (in $000's) (1) $ 16,066  

Table 3 - EBITDA Reconciliation

(in $000's)   3 months ended  
    Mar 31, 2025     Mar 31, 2024  
EBITDA (1) $ 14,389   $ 8,265  
   Share-based compensation expense   147     246  
   Exploration activities   1,530     696  
Adjusted EBITDA (1) $ 16,066   $ 9,207  

Chart 1

Q1 2025 - Mine OCF Calculation and Cash Reconciliation (in $ million)

Mine OCF Calculation Q1 2025      
Net cash from Operating Activities   6.2  
Substract      
   Change in Non-cash WC   (6.1 )
Cash from Operating Activities   12.3  
Add back      
   Exploration Expense   (1.5 )
   Nicaraguan Taxes & Royalties   (6.0 )
Mine Operating Cash Flow (Mine OCF)   19.9  

3

Chart 2

2025 - Mine OCF Calculation and Cash Reconciliation (in $ million)

Mine OCF Calculation TTM      
Net cash provided by Operating Activities   35.4  
Add back      
   Change in Non-cash WC   (4.5 )
Cash from Operating Activities   39.9  
Add back      
   Exploration Expense   (5.6 )
   Nicaraguan Taxes & Royalties   (10.0 )
Mine Operating Cash Flow (Mine OCF)   55.5  

4

End Notes

1) Refers to a Non-GAAP financial measure within the meaning of National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosure ("NI 52-112"). Refer to information under the heading "Non-GAAP Measures" as well as the reconciliations later in this press release.

2) Refers to a Non-GAAP ratio within the meaning of NI-52-112. Refer to information under the heading "Non-GAAP Measures" later in this press release.

3) Realized price before deductions from Sailfish gold streaming agreement.

4) Refer to "Chart 1 & 2 - Mine OCF Calculation and Cash Reconciliation (in $ millions)" for a reconciliation of the beginning and ending cash position of the Company, including OCF.

5) Includes Repayment Silver Loan, Wexford Loan, Wexford Bridge Loan related to Goldsource Acquisition, Payment to GR Silver and other lease payments

For complete details, please refer to condensed interim consolidated financial statements and the associated management discussion and analysis for the three months ended March 31st, 2025, available on SEDAR+ (www.sedarplus.ca) or on the Company's website (www.makominingcorp.com).

Non-GAAP Measures

The Company has included certain non-GAAP financial measures and non-GAAP ratios in this press release such as EBITDA, Adjusted EBITDA, Mine Operating Cash Flow cash cost per ounce sold, total cash cost per ounce sold, AISC per ounce sold. These non-GAAP 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. In the gold mining industry, these are commonly used performance measures and ratios, but do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to other issuers. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's underlying performance of its core operations and its ability to generate cash flow.

5

"EBITDA" represents earnings before interest (including non-cash accretion of financial obligation 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.

"Cash costs per ounce sold" is calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration cost.

"Total cash costs per ounce sold" is calculated by deducting revenues from silver sales from production cash costs and production taxes and royalties and dividing the sum by the number of gold ounces sold. Production cash costs include mining, milling, mine site security and mine site administration costs.

"AISC per ounce sold" includes total cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain 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 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.

"Mine OCF" represents operating cash flow, excluding Nicaraguan taxes and royalties, changes in non-cash working capital and exploration expense

"ROE" is calculated by dividing the twelve trailing months Net Income by the average shareholder's equity. The average shareholder's equity is calculated by adding the total equity at the end of the period to the total equity at the beginning of the period and dividing by two.

"ROA" is calculated by dividing the twelve trailing months Net Income by the average total assets. The average total assets is calculated by adding the total assets at the end of the period to the total assets at the beginning of the period and dividing by two.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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.

6

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

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, management's expectation that 50% of an additional US$3.3 million in restricted cash, will be released imminently for Mako, that the Moss will select and mobilize a new mining contractor to restart mining operations later this month of June, that growing cash position will be used for the development of the Eagle Mountain in Guyana, which is expect to be permitted for construction by Q2 2026. 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new record production numbers; unanticipated costs; the October 24 measures having impacts on business operations not current expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 regarding the Company's Q1 2025 and full year 2024 financial results and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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. 

7

June 23rd, 2025

TSX-V: MKO; OTCQX: MAKOF


Mako Mining Announces Full Capital Recovery of Moss Mine Acquisition Cost; Restart of
Gold Mining Activities Planned for Early July; Company Cash Balance Increases to
US$27.4 million

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to announce that it has fully recovered the US$6.4 million acquisition cost for the 100%-owned Moss Mine in Arizona through cash flow derived from residual leaching of previously stacked mineralization, and the return of US$1.53 million on June 20th, 2025 from Trisura Guarantee Insurance Company ("Trisura") of the US$3.1 million held as collateral for various environmental bonds.

Thus far in Q2 2025, operations have been strong at the Company's 100% owned San Albino mine in northern Nicaragua, supplemented by the residual leach operations at the Moss Mine in Arizona. Mako's current cash and gold sales receivable balance total US$27.4 million, an increase of US$13.8 million since the beginning of the quarter. A full Q2 2025 operational update will be issued during the week of July 14th.

The Company engaged a new mine contractor for the Moss Mine on June 10th, with initial equipment expected to be delivered to the mine by the end of this week, with mining operations scheduled to commence in early July. Ramp up of the operation will continue through 2025 with steady-state production expected by the end of Q4 2025.

The cash flow generated from both San Albino and Moss will be used to fund mine and regional exploration at both assets, and construction of the Eagle Mountain Project in Guyana once initial construction permits are received, which the Company anticipates by Q2 2026.

Akiba Leisman, CEO of Mako states "it is extraordinary to fully recover the acquisition cost of a mine in less than three months, and prior to the restart of mining operations. This is a testament to how the Moss acquisition was structured, with help from higher gold prices. The operation will begin its ramp-up once equipment arrives to site later this week, with steady-state production expected by year end. The cash flow from Mako's two producing mines are not only allowing us to embark on significant exploration programs at our producing assets, but the Company's cash balance is growing at such a rapid pace, that the funding of Eagle Mountain has been significantly derisked."

Akiba Leisman

Chief Executive Officer

1

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: Mako Mining Corp., Akiba Leisman, Chief Executive Officer, E-mail: aleisman@makominingcorp.com, phone: (917) 558-5289 or visit our website at www.makominingcorp.com and SEDARPLUS www.sedarplus.ca.

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, statements regarding the Company's expectations that initial equipment expected to be delivered to the mine by the end of this week with mining operations commencing in the first week of July, that ramp up of the operation will continue for the remainder of the year, with steady state production expected towards the end of Q4 2025. 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 Acquisition will not be completed on the terms and within the timeline expected, or at all; the cash collateral expected to be received from Trisura Guarantee Insurance Company will not be received; changes in the timelines for resumption of operations at the Moss Mine; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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. 

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STATEMENT OF EXECUTIVE COMPENSATION OF

MAKO MINING CORP.

(the "Company")


All dollar amounts referenced in this Statement of Executive Compensation are expressed in United States dollars,

unless otherwise indicated. References to "C$" are to Canadian dollars.

Compensation Discussion and Analysis

Elements of Executive Compensation

The current executive compensation program of the Company consists of an annual base salary, cash bonuses granted from time to time, and long-term incentives in the form of stock options ("Options"), restricted share units ("RSUs") and/or deferred share units ("DSUs", and collectively with the Options and RSUs, the "Awards") granted under the Omnibus Incentive Plan 2021 (the "Omnibus Plan"). Prior to the implementation of the Omnibus Plan in 2021, Options were granted to Company executives under the 2017 stock option plan of the Company (the "Prior Option Plan") and such Options, to the extent they remain outstanding, continue to be governed by the Prior Option Plan. However, since the adoption of the Omnibus Plan, no new Options are granted under the Prior Option Plan. Please refer to the "Summary Compensation Table", "Outstanding Share-Based Awards and Option-Based Awards" and "Incentive Plan Awards - Value Vested or Earned During the Financial Year Ended December 31, 2024" below for further information regarding Options, RSUs and DSUs granted to executive officers.

The base salaries paid to officers of the Company are intended to provide fixed levels of pay that reflect each officer's primary duties and responsibilities and the level of skill and experience required to successfully perform their role. The Company's goal is to pay base salaries to its officers that are competitive when compared to those holding similar positions in companies of comparable stage of development within the mining industry, in order to attract and retain executive talent in the market in which the Company competes for talent. Base salaries are reviewed annually by the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company (the "Board"). Historically, short term bonuses have been a combination of cash and Awards.

In September 2022, upon recommendation of the Compensation Committee, the Board approved and adopted a new short-term incentive plan for the senior executives of the Company (the "STI Plan"), which includes the CEO, the CFO the COO and the Vice-President of Corporate Development, in connection with determining annual cash bonuses and RSUs to be paid to such executives. The STI Plan includes weighted key performance indicators ("KPIs"), based on certain corporate KPIs, individual KPIs and a discretionary component, with bonuses calculated as a percentage of base salary with a target ranging from 50%-150%. The percentages range for corporate objectives from 40%-50%, for individual objectives from 15%-25% and for the discretionary component 35%. The STI Plan was developed, in part, based on the Compensation Practice Review Report of Bedford Group dated July 29, 2021. The cash bonuses and RSUs earned by each of the Named Executive Officers (as hereinafter defined), as disclosed in the Summary Compensation Table, were determined based on the criterion set out in the STI Plan.

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The incentive component of the Company's compensation program is the longer-term reward provided through the grant of Awards under the Omnibus Plan. The Omnibus Plan is intended to attract, retain and motivate the executive officers and directors, among other eligible participants, of the Company, and to align the interests of those individuals with those of the Company's shareholders with a view to driving growth and enhancing shareholder value. The Omnibus Plan provides such individuals with an opportunity to acquire a proprietary interest in the Company's value growth through the exercise and/or vesting of the Awards. Options, RSUs and/or DSUs are granted at the discretion of the Board, with the assistance of the Compensation Committee, which considers factors such as how other mineral exploration and junior mining companies grant equity compensation and the potential value that each participant under the Omnibus Plan is contributing to the Company in determining the number of Awards granted to each individual.

Options are granted at an exercise price of not less than the prevailing market price of the Company's common shares at the time of the grant (as determined in accordance with the Omnibus Plan or the Prior Option Plan, as applicable), and for a term of exercise not exceeding ten years. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include performance criteria related to corporate or individual performance.

RSUs entitle the recipient to receive, upon settlement, shares, cash or a combination thereof as determined by the Board and subject to the provisions of the Omnibus Plan. RSUs that are subject to performance criteria may not become fully vested prior to the expiry of the restricted period. RSUs expire no later than December 31 of the calendar year which commences three years after the calendar year in which the performance of services for which the RSU was granted.

DSUs entitle the recipient to receive, upon settlement, shares or cash or a combination thereof, as determined by the Board, payable after termination of the recipient's service with the Company in accordance with the Omnibus Plan. Participants may elect annually to receive a percentage of their annual base compensation in DSUs. In addition, the Board may award such additional DSUs to a director or executive officer as the Board deems advisable to provide the participant with appropriate equity-based compensation for the services he or she renders to the Company.

The Board believes that a sound executive compensation program directly links pay to performance, emphasizes long-term shareholder value creation and does not encourage excessive risk-taking. The Company's executive compensation framework aligns with the Company's annual and longer-term strategy and reflects compensation practices of companies of similar size and stage of development, in order to ensure the compensation paid is competitive within the Company's industry.

Compensation Policies and Risk Management

The Board considers the implications of the risks associated with the Company's compensation program and practices when determining rewards for its officers. The Board reviews, at least once annually, the risks, if any, associated with the Company's compensation program and practices.

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The current executive compensation structure ensures that a significant portion of executive compensation, in the form of Awards, is both long-term and "at risk" and, accordingly, is directly linked to the achievement of business results and the creation of long-term shareholder value. As the benefits of such compensation, if any, are not realized by officers until a significant period of time has passed, the ability of officers to take inappropriate or excessive risks that are beneficial to their short-term compensation at the expense of the Company and the shareholders is mitigated.

Due to the small size of the Company and the current level of the Company's activity, the Board is able to closely monitor and consider any risks which may be associated with the Company's compensation program and practices. Risks, if any, may be identified and mitigated through Board meetings during which financial and other information of the Company are reviewed. No risks have been identified arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Hedging of Economic Risks in the Company's Securities

The Company has not adopted a policy prohibiting directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Company's securities granted as compensation or held, directly or indirectly, by directors or officers. However, the Company is not aware of any directors or officers having entered into this type of transaction.

Share-Based Awards and Option-Based Awards

The Omnibus Plan (and the Prior Option Plan, in the case of Options granted prior to the implementation of the Omnibus Plan) have been used to provide Options, RSUs and DSUs which are granted in consideration of the level of responsibility of the executive as well as their impact or contribution to the longer-term operating performance of the Company. In determining the number of Awards to be granted to the executive officers, the Board takes into account the number of Awards, if any, previously granted to each executive officer, and the exercise price of any outstanding Awards to ensure that such grants are in accordance with the policies of the TSX Venture Exchange (the "TSXV"), and closely align the interests of the executive officers with the interests of shareholders.

The Board, together with the assistance of the Compensation Committee, has the responsibility to administer the compensation program related to the executive management of the Company, including equity-based awards.

Compensation Governance

The Company's compensation philosophy for its Named Executive Officers is designed to attract well qualified individuals in what is essentially an international market by paying competitive base salaries plus short-term incentive compensation in the form of bonuses and long-term incentive compensation in the form of Awards. In June 2021, the Compensation Committee had retained the Bedford Consulting Group Inc. to provide independent advice to the Compensation Committee in connection with further developing the Company's compensation program, including establishing the STI Plan. The Compensation Committee has not retained the services of any compensation consultant since such time. The Compensation Committee makes its recommendations, with reference to the STI Plan in terms of bonuses and RSUs, to the Board, which meets to discuss and determine executive compensation. In making its determinations regarding the various elements of executive compensation, the Board does not currently benchmark its executive compensation program, but from time to time does review compensation practices of companies of similar size and stage of development to ensure the compensation paid is competitive within the Company's industry and geographic location while taking into account the financial and other resources of the Company.

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The Company's Compensation, Corporate Governance and Nominating Committee is currently comprised of John Pontius (independent) who is the Chair, John Hick (independent) and Laurie Gaborit (independent). The role of the Compensation Committee is, in part, to assist the Board in approving and monitoring the Company's practices with respect to compensation. The Compensation Committee members have significant experience in the mining sector as senior executives and as members of the boards of directors and committees of other public corporations. Each member draws on his respective management and executive compensation experience to provide relevant compensation-related expertise. The Board is confident that the collective experience of the Compensation Committee members ensures that the Compensation Committee has the knowledge and experience to execute its mandate effectively and to make executive compensation decisions in the best interests of the Company.

The duties and responsibilities of the Chief Executive Officer are typical of those of a business entity of the Company's size and stage of development within the mining industry. The primary role of the Chief Executive Officer of the Company is to manage the Company in an effective, efficient and forward-looking way and to fulfil the priorities, goals and objectives determined by the Board in the context of the Company's strategic plans, budgets and responsibilities set out below, with a view to increasing shareholder value.

Summary Compensation Table

The following table sets forth all annual and long-term compensation of the Named Executive Officers of the Company for each of the three most recently completed financial years of the Company. "Named Executive Officer" or "NEO" refers to (a) each individual who, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a chief executive officer; (b) each individual who, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a chief financial officer; (c) the most highly compensated executive officer, other than the individuals identified in (a) and (b) at the end of the most recently completed financial year whose total compensation was more than C$150,000, for that financial year; and (d) each individual who would be a named executive officer under (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year. The Named Executive Officers of the Company for the year ended December 31, 2024 were Akiba Leisman, the Company's CEO, Ezequiel Sirotinsky, the Company's CFO and Corporate Secretary, Maria Milagros Paredes, the Company's former CFO and Corporate Secretary, Jesse Munoz, the Company's Chief Operating Officer ("COO"), Paolo Durand, the Company's Vice-President of Corporate Development and Frank Powell, the Company's Vice-President of Exploration.

            Non-Equity Incentive      
            Plan Compensation      
        Share- Option- ($)      
        Based Based     Pension  All Other Total 
  NEO Name   Salary Awards(1) Awards(2) Annual Long-term Value Compensation Compensation
  and Principal         Incentive Incentive      
  Position Year ($) ($) ($) Plans(3) Plans ($) ($) ($)
                     
  Akiba 2024 280,469 Nil Nil 621,775 Nil Nil Nil 902,244
  Leisman(4) 2023 280,569 548,894 Nil 220,688 Nil Nil Nil 1,050,151
  CEO 2022 280,538 150,000 Nil 150,000 Nil Nil 5,869 580,538
  Ezequiel 2024 116,667 271,893 Nil Nil Nil Nil Nil 392,905
  Sirotinsky(8) 2023 n/a n/a n/a n/a n/a n/a n/a n/a

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            Non-Equity Incentive      
            Plan Compensation      
        Share- Option- ($)      
        Based Based     Pension  All Other Total 
  NEO Name   Salary Awards(1) Awards(2) Annual Long-term Value Compensation Compensation
  and Principal         Incentive Incentive      
  Position Year ($) ($) ($) Plans(3) Plans ($) ($) ($)
                     
  CFO and 2022 n/a n/a n/a n/a n/a n/a n/a n/a
  Corporate                  
  Secretary                  
  Maria 2024 125,069 Nil Nil 75,000 Nil Nil 260,294 460,363
  Milagros 2023 206,119 136,582 Nil 38,288 Nil Nil 58,665 439,654
  Paredes(5) 2022 212,709 90,000 Nil 90,000 Nil Nil 57,041 449,750
  former CFO                  
  and Corporate                  
  Secretary                  
  Jesse Munoz(6) 2024 255,469 Nil Nil 289,500 Nil Nil 91,991 636,960
  COO 2023 255,569 249,497 Nil 148,250 Nil Nil 110,903 764,219
    2022 255,568 125,000 Nil 125,000 Nil Nil 90,211 595,749
  Paolo 2024 150,000 Nil Nil 74,100 Nil Nil Nil 224,100
  Durand(7) 2023 150,000 97,024 Nil 23,082 Nil Nil Nil 270,106
  VP of 2022 123,125 Nil 101,855 Nil Nil Nil 1,356 226,336
  Corporate                  
  Development                  
  Frank Powell(9) 2024 183,600 Nil Nil 32,820 Nil Nil 20,479 236,899
  VP of 2023 183,806     23,375 Nil   19,032 226,213
  Exploration 2022 170,467     Nil Nil   18,091 198,149

Notes:

(1) Represents RSUs

(2) The Company uses the Black-Scholes pricing model as the methodology to calculate the grant date fair value for Options granted, as that's the methodology used in the financial statements, and has relied on the following key assumptions and estimates for each calculation: (a) for grants in 2024 - (i) risk free interest rate of 3.51%; (ii) expected dividend yield of 0%; (iii) expected volatility of 65.48%; and (iv) an expected term of up to five years; (b) for grants in 2022 - (i) risk free interest rate of 1.65%; (ii) expected dividend yield of 0%; (iii) expected volatility of 58.06%; and (iv) an expected term of up to five years; and (c) for grants in 2021 - (i) risk free interest rate of 0.64%; (ii) expected dividend yield of 0%; (iii) expected volatility of 63.95%; and (iv) an expected term of up to five years.

(3) Represents cash bonuses.

(4) During the financial year ended December 31, 2022, Mr. Leisman was paid $275,000 pursuant to the terms of his consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company. During the financial year ended December 31, 2023, Mr. Leisman was paid $275,000 under his consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to his employment agreement with the Company. During the financial year ended December 31, 2024, Mr. Leisman was paid $275,000 under his consulting agreement with Mako US and $5,469 (C$7,500 based on an exchange rate of $1.00 = C$1.37134) pursuant to his employment agreement with the Company. See "Termination and Change of Control Benefits".

(5) Ms. Paredes was appointed as the CFO and Corporate Secretary of the Company effective February 1, 2021, and resigned on June 25, 2024. During the financial year ended December 31, 2022, Ms. Paredes was paid $207,171 pursuant to her consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to her employment agreement with the Company. She also received perquisites in the aggregate amount of $57,041 paid by Mako US, including $46,683 for insurance premiums related to medical, life and disability. During the financial year ended December 31, 2023, Ms. Paredes was paid $200,550 pursuant to her consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to her employment agreement with the Company. She also received perquisites in the aggregate amount of $58,665 paid by Mako US, including $49,773 for insurance premiums related to medical, life and disability. During the financial year ended December 31, 2024, Ms. Paredes was paid severance of $200,000 and $5,484 (C$7,500 based on an exchange rate of $1.00 = C$1.36745), $111,023 pursuant to her consulting agreement with Mako US and $11,291 pursuant to her consulting agreement with the Company, $2,757 (C$3,750 based on an exchange rate of $1.00 = C$1.36041) pursuant to her employment agreement with the Company. She also received perquisites in the aggregate amount of $54,809 paid by Mako US, including $49,209 for insurance premiums related to medical, life and disability. See "Termination and Change of Control Benefits".

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(6) During the financial year ended December 31, 2022, Mr. Munoz was paid $250,000 pursuant to the terms of his consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company. He also received perquisites in the aggregate amount of $90,211 paid by Mako US, including $77,711 for insurance premiums related to medical, life and disability. During the financial year ended December 31, 2023, Mr. Munoz was paid $250,000 pursuant to the terms of his consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to his employment agreement with the Company. He also received perquisites in the aggregate amount of $110,903 paid by Mako US, including $87,603 for insurance premiums related to medical, life and disability. During the financial year ended December 31, 2024, Mr. Munoz was paid $250,000 pursuant to the terms of his consulting agreement with Mako US and $5,469 (C$7,500 based on an exchange rate of $1.00 = C$1.37134) pursuant to his employment agreement with the Company. He also received perquisites in the aggregate amount of $91,991 paid by Mako US, including $69,653 for insurance premiums related to medical, life and disability. See "Termination and Change of Control Benefits".

(7) Mr. Durand was appointed Vice-President of Corporate Development effective March 9, 2022, and is paid under the terms of a consulting agreement with the Company. See "Termination and Change of Control Benefits".

(8) Mr. Sirotinsky was appointed as the CFO and Corporate Secretary of the Company effective June 25, 2024, replacing former CFO and Corporate Secretary Millie Paredes. and is paid under the terms of a consulting agreement with the Company. See "Termination and Change of Control Benefits".

(9) Mr. Powell was appointed Vice-President of Exploration effective June 25, 2024, and is paid under the terms of a consulting agreement with the Company. Prior to this appointment he served as Senior Exploration Manager for the Company. See "Termination and Change of Control Benefits".

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all the option-based and share-based awards outstanding as at December 31, 2024, for each NEO.

    Option-Based Awards Share-Based Awards
             
            Number of    
    Number of     Value of Shares Or Market or Payout Market or Payout
    Securities     Unexercised Units Of Value Of Share- Value Of Vested
    Underlying Option   In-The- Shares That Based Awards Share-Based
    Unexercised Exercise   Money Have Not That Have Not Awards not paid
    Options Price   Options Vested Vested out or distributed
        Option        
  Name (#) (C$) Expiration Date (C$)(1) (#)(2) (C$)(3) (C$)
                 
  Akiba Leisman Nil n/a n/a n/a 366,667 1,166,001 Nil
  CEO              
  Ezequiel Sirotinsky              
  CFO and Corporate 200,000 3.31 June 25, 2029 Nil Nil Nil Nil
  Secretary              
                 
  Maria Milagros              
  Paredes              
  former CFO and 100,000 3.45 February 4, 2026 Nil Nil Nil Nil
  Corporate Secretary              

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    Option-Based Awards Share-Based Awards
             
            Number of    
    Number of     Value of Shares Or Market or Payout Market or Payout
    Securities     Unexercised Units Of Value Of Share- Value Of Vested
    Underlying Option   In-The- Shares That Based Awards Share-Based
    Unexercised Exercise   Money Have Not That Have Not Awards not paid
    Options Price   Options Vested Vested out or distributed
        Option        
  Name (#) (C$) Expiration Date (C$)(1) (#)(2) (C$)(3) (C$)
                 
  Jesse Munoz Nil n/a n/a n/a 166,667 530,001 Nil
  COO              
                 
  Paolo Durand 70,000 3.70 March 9, 2027 Nil 53,651 170,610 Nil
  VP of Corporate              
  Development              
                 
  Frank Powell 100,000 2.13 May 12, 2028 105,000 Nil Nil Nil
  VP of Exploration              
                 

Notes:

(1) Value of unexercised in-the-money Options is calculated based on the difference between the market value of the Company's common shares as at December 31, 2024, and the exercise price of the Options (rounded up to the nearest dollar). The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

(2) Represents RSUs

(3) Market or Payout Value of Share-Based Awards is calculated based on number of RSUs not yet vested multiplied by market price of the underlying shares as at December 31, 2024. The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

Incentive Plan Awards - Value Vested or Earned During the Financial Year Ended December 31, 2024.

The following table sets out all the option-based and share-based awards that vested during the financial year ended December 31, 2024, for each NEO.

      Non-Equity Incentive
  Option-Based Awards Share-Based Awards Plan Compensation -
  - Value Vested - Value Vested Value Earned
  During the Year During the Year During the Year
Name (C$) (C$) (C$)
       
Akiba Leisman, CEO Nil 649,290(1) Nil
Ezequiel Sirotinsky, CFO and Corporate Nil(2) Nil Nil
Secretary      
Maria Milagros Paredes, former CFO and Nil(3) 214,403(4) Nil
Corporate Secretary      
Jesse Munoz, COO Nil 325,797(5) Nil
Paolo Durand, VP of Corporate Development Nil(6) 115,178(7) Nil
Frank Powell, VP of Exploration 38,000(8) Nil Nil

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Notes:

(1) Mr. Leisman had a total of 214,233 RSUs vest with a total value of C$649,290; value is calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date. Mr. Leisman had 15,450 RSUs vest and the market price on the date of vesting was C$2.20. Mr. Leisman had 183,333 RSUs vest and the market price on the date of vesting was C$3.10. Mr. Leisman had 15,450 RSUs vest and the market price on the date of vesting was C$3.04.

(2) Mr. Sirotinsky had 66,666 Options vest having a Nil value, as the exercise price of the Options are C$3.31 and the market price on the date of vesting was C$3.25.

(3) Ms. Paredes had 25,000 Options vest having a Nil value, as the exercise price of the Options are C$3.45 and the market price on the date of vesting was C$2.25.

(4) Ms. Paredes had a total of 70,041 RSUs vest with a total value of C$214,403; value is calculated based on number of RSUs multiplied by the market price of the underlying shares on the vesting date. Ms. Paredes had 9,270 RSUs vest and the market price on the date of vesting was C$2.20. Ms. Paredes had 12,112 RSUs vest and the market price on the date of vesting was C$3.65. Ms. Paredes had 33,333 RSUs vest and the market price on the date of vesting was C$3.10. Ms. Paredes had 6,056 RSUs vest and the market price on the date of vesting was C$3.02. Ms. Paredes had 9,270 RSUs vest and the market price on the date of vesting was C$3.04.

(5) Mr. Munoz had a total of 109,083 RSUs vest with a total value of C$325,797; value calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date. Mr. Munoz had 12,875 RSUs vest and the market price on the date of vesting was C$2.20. Mr. Munoz had 83,333 RSUs vest and the market price on the date of vesting was C$3.10. Mr. Munoz had 12,875 RSUs vest and the market price on the date of vesting was C$3.04.

(6) Mr. Durand had 17,500 Options vest having a Nil value, as the exercise price of the Options are C$3.70 and the market price on the date of vesting was C$2.50.

(7) Mr. Durand had a total of 35,953 RSUs vest with a total value of C$115,178; value calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date. Mr. Durand had 7,302 RSUs vest and the market price on the date of vesting was C$3.65. Mr. Durand had 25,000 RSUs vest and the market price on the date of vesting was C$3.10. Mr. Durand had 3,651 RSUs vest and the market price on the date of vesting was C$3.04.

(8) Mr. Powell had 25,000 Options vest having a value of C$38,000, as the exercise price of the Options are C$2.13 and the market price on the date of vesting was C$3.65.

Pension Plan Benefits

The Company does not have any pension or retirement plans.

Termination and Change of Control Benefits

The Company has no plan, contract, agreement or arrangement that provides for payments to any NEO at, following or in connection with any termination, resignation, retirement or change of control of the Company or a change in a NEO's responsibilities, except as follows:

Akiba Leisman, Chief Executive Officer

Mr. Leisman serves as the CEO of the Company and currently receives a base salary from the Company in the amount of C$7,500 per year pursuant to the terms of an employment agreement with the Company, entered into effective October 1, 2019. Pursuant to the employment agreement, Mr. Leisman provides general management and oversight of all operational, administrative, financial and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The employment agreement with the Company provides that Mr. Leisman may terminate his employment by providing the Company with 60 days prior written notice and, in the event of such termination, Mr. Leisman shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company. In the event Mr. Leisman's employment is terminated by the Company without cause, the Company must provide Mr. Leisman with the greater of: (i) twelve (12) months' notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the Employment Standards Act, 2000, as amended (the "ESA"). Mr. Leisman's participation under employee benefits will continue for such minimum period as required by the ESA. In the event Mr. Leisman is terminated in connection with a change of control of the Company, he shall be entitled to receive compensation equal to twelve (12) months of his then current base salary, which shall be paid over a twelve-month period, subject to Mr. Leisman executing a non-revocable standard form of release acceptable to the Company.

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Mr. Leisman also has a consulting agreement through his wholly owned company, Xiphias Management Services, with the Company's subsidiary, Mako US Corp. ("Mako US") pursuant to which he is paid $22,917 per month ($275,000 per annum) to provide ongoing consultation to Mako US regarding its management services business, including executive, managerial and administrative activities assigned to him by Mako US, entered into effective October 1, 2019, as amended January 1, 2021. The consulting agreement provides that either Mako US or Mr. Leisman may terminate the consulting agreement by providing 60 days prior written notice and, in the event of termination without cause, Mr. Leisman shall be entitled to a cash amount representing 12 months of consulting fees prior to the date of termination. In the event Mr. Leisman's consulting agreement is terminated by Mako US within 90 days of a change of control of the Company, Mr. Leisman shall be entitled to receive the greater of (a) the amount represented by twelve (12) months' consulting fees or (b) the total cash compensation received by Mr. Leisman in the trailing twelve (12) months prior to the change of control.

Ezequiel Sirotinsky, Chief Financial Officer and Corporate Secretary

Mr. Sirotinsky serves as the CFO and Corporate Secretary of the Company and currently receives salary from the Company in the amount of $16,666.67 per month pursuant to the terms of a consulting agreement with the Company, entered into effective June 25, 2024. In addition to the monthly salary, Mr. Sirotinsky is also eligible to receive a discretionary annual bonus with a target of 50% of the annual salary based on meeting certain agreed upon objectives. Pursuant to the consulting agreement, Mr. Sirotinsky provides those services which would normally be undertaken by a CFO and Corporate Secretary including but not limited to general management and oversight of all financial reporting, administrative and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The consulting agreement with the Company provides that Mr. Sirotinsky may terminate his agreement by providing the Company with 30 days prior written notice and, in the event of such termination, Mr. Sirotinsky shall be entitled to all fees, expenses and payment of any personal days accrued but not yet used since the effective date of the consulting agreement and no further rights to compensation or benefits from the Company. In the event Mr. Sirotinsky's agreement is terminated by the Company at any time and for any reason, the Company will provide Mr. Sirotinsky with a termination fee equal 12 months of his then current salary under the consulting agreement (the "Termination Fee"), along with payment for any fees and expenses accrued as of the effective date of termination and payment of any personal days accrued but not used since the effective date of the consulting agreement. If within 12 months following a change of control Mr. Sirotinsky's consulting services are terminated without cause, Mr. Sirotinsky is entitled to receive a change of control fee equal to 12 months of his current salary, provided certain conditions are met. The change of control fee is in lieu of, and not in addition to, the Termination Fee noted above.

Jesse Munoz, Chief Operating Officer

Mr. Munoz serves as Chief Operating Officer of the Company and currently receives a base salary from the Company in the amount of C$7,500 per year pursuant to the terms of an executive employment agreement with the Company, entered into effective October 1, 2019. Pursuant to the employment agreement, Mr. Munoz provides those services which would normally be undertaken by a Chief Operating Officer including but not limited to general management and oversight of all operational, administrative, financial and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The employment agreement with the Company provides that Mr. Munoz may terminate his employment by providing the Company with 60 days prior written notice and, in the event of such termination, Mr. Munoz shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company. In the event Mr. Munoz's employment is terminated by the Company without cause, the Company must provide Mr. Munoz with the greater of: (i) twelve (12) months' notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the ESA. Mr. Munoz participation under employee benefits will continue for such minimum period as required by the ESA. In the event Mr. Munoz is terminated by the Company or Mr. Munoz provides notice of resignation within 90 days of a change of control of the Company, he shall be entitled to receive compensation equal to twelve (12) months of his then current base salary, which shall be paid over a twelve-month period, subject to Mr. Munoz executing a non-revocable standard form of release acceptable to the Company.

- 10 -

Mr. Munoz also serves as Chief Operating Officer of Mako US, and as such has an executive employment agreement with Mako US dated September 23, 2019, as amended January 1, 2021, pursuant to which Mr. Munoz is paid $20,833.33 per month ($250,000 per annum). The executive employment agreement provides that either Mako US or Mr. Munoz may terminate the agreement by providing 60 days prior written notice and, in the event of termination without cause, Mr. Munoz shall be entitled to any fees then due and payable for services completed to the date of termination. In the event Mr. Munoz's agreement is terminated as a result of a change or control of the Company, Mr. Munoz shall be entitled to receive the greater of (a) the amount represented by 12 months of consulting fees, or (b) the total cash compensation received by Mr. Munoz in the trailing 12 months prior to the change of control.

Paolo Durand, Vice-President of Corporate Development

Mr. Durand serves as Vice-President of Corporate Development of the Company and currently receives a base salary from the Company in the amount of $12,500 per month pursuant to the terms of a Consultant Agreement dated September 17, 2021, as amended March 9, 2022. The Consultant Agreement provides that Mr. Durand may terminate his employment by providing the Company with 30 days prior written notice. In the event Mr. Durand's employment is terminated by the Company without cause, the Company must provide Mr. Durand with payment for any fees and expenses accrued as of the effective date of termination and (ii) a termination fee in the amount of $75,000 (the "Termination Fee"). Payment of the Termination Fee is conditional on Mr. Durand's execution of a non-revocable standard form of release agreement acceptable to the Company. In the event Mr. Durand is terminated within 12 months of a change of control of the Company, or within 90 days following a change of control Mr. Durand gives notice of termination of the Consulting Agreement, he shall be entitled to receive a change of control fee in the amount of $75,000 (the "Change of Control Fee"), subject to Mr. Durand executing a non-revocable standard form of release acceptable to the Company. The Change of Control Fee is in lieu of, and not in addition to, the Termination Fee.

Frank Powell, Vice-President of Exploration

Mr. Powell serves as Vice-President of Exploration of the Company and currently receives a base salary from the Mako US in the amount of $15,300 per month pursuant to the terms of an executive employment agreement with Mako US, entered into effective June 1, 2024. Pursuant to the employment agreement, Mr. Powell provides those services which would normally be undertaken by a Vice-President of Exploration including but not limited to executive, general management, administrative responsibilities, and such other additional services as may be agreed to from time to time. The employment agreement with Mako US provides that Mr. Powell or the Mako US may terminate his employment by providing 60 days prior written notice and, in the event of such termination, Mr. Powell shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from Mako US. In the event Mr. Powell or Mako US terminates Mr. Powell's employment because of a change of control or if Mako US terminates Mr. Powell's employment without cause then he shall be entitled to receive compensation equal to 12 months of his then-current monthly base-salary, which shall be paid over a twelve-month period consistent with Mako US' regular payroll schedule, plus all benefits provided for 12 months from the termination date, subject to Mr. Powell executing a non-revocable standard form of release acceptable to Mako US.

- 11 -

Payments on a Termination/Change of Control as of December 31, 2024

Assuming a termination without cause or a change of control of the Company occurred as of December 31, 2024, it is estimated that Messrs. Leisman, Sirotinsky, Munoz, Durand and Powell would have been entitled to the following payments:

  Termination Without Cause/Change of Control Payments
 
Name of NEO ($)
   
Akiba Leisman, CEO 901,989(1)
Ezequiel Sirotinsky, CFO and Corporate Secretary 200,000(2)
Jesse Munoz, COO 335,667(3)
Paolo Durand, VP of Corporate Development 75,000(4)
Frank Powell, VP of Exploration 196,098(5)

Notes:

(1) Approximately $275,000 pursuant to his consulting agreement with Mako US including $5,214 (C$7,500 based on the December 31, 2024, exchange rate of $1.00 = C$1.43835 pursuant to his employment agreement with the Company. In addition, Mr. Leisman received during fiscal 2024, cash bonuses totalling $621,775.

(2) $200,000 pursuant to his consulting agreement with the Company.

(3) Approximately $250,000 pursuant to his employment agreement with Mako US including perquisites of $80,453 and $5,214 (C$7,500 based on the December 31, 2024, exchange rate of $1.00 = C$1.43835) pursuant to his employment agreement with the Company.

(4) $75,000 pursuant to his consulting agreement with the Company.

(5) $196,098 pursuant to his employment agreement with the Company, which amount includes prerequisites in the amount of $12,498.

Director Compensation

The following table sets forth all amounts of compensation provided to each director of the Company (who is not also a NEO) during the financial year ended December 31, 2024.

    Share- Option- Non-Equity      
  Fees Based Based Incentive Plan Pension All Other  
  Earned Awards Awards Compensation Value Compensation Total
Director   ($)(2)          
Name (1) ($) ($) ($) ($) ($) ($)
               
John Hick(3) 76,500 Nil Nil Nil Nil Nil 76,500
Rael Lipson(4) 13,750 Nil Nil Nil Nil Nil 13,750
former director              
John Pontius(5) 34,375 Nil Nil Nil Nil Nil 34,375
Paul Jacobi(6) 29,375 Nil Nil Nil Nil Nil 29,375
Mario Caron(7) 65,750 Nil Nil Nil Nil Nil 65,750
N. Eric Fier(8) 18,750 Nil Nil Nil Nil Nil 18,750
Laurence Gaborit(9) 21,750 Nil Nil Nil Nil Nil 21,750

Notes:

(1) In 2024, non-executive directors earned a $25,000 retainer fee and the Chairman of the Board earned an additional fee of $10,000. Additionally, $2,500 per annum was paid to non-executive committee members and $5,000 per annum was paid to the Chair of each committee. Members of a special committee (the "Special Committee"), established in November 2022 in connection with overseeing a risk mitigation process put in place by the Company to address new United States sanctions imposed on the General Directorate of Mines in Nicaragua as announced by the United States Department of the Treasury Office of Foreign Assets Controls on October 24, 2022, were paid $2,000 per month. Members of a special committee established in November 2023 in connection with the Company's acquisition of the Moss mine in Arizona (the "Transaction Special Committee"), which was subsequently dissolved in 2024 following completion of the acquisition, were paid $4,000 per month, with $5,000 per month being paid to the Chair of such committee.

- 12 -

(2) Represents RSUs.

(3) Mr. Hick was appointed director of the Company on November 9, 2018. Mr. Hick also is the Chair of the Audit Committee and a member of the Compensation, Corporate Governance & Nominating Committee (for which he was Chair until July 3, 2024).

(4) Mr. Lipson was appointed director of the Company on October 16, 2013. On July 3, 2024, Mr. Lipson tendered his resignation as director of the Company and was appointed and served as a Technical Advisor to the board of directors until December 2024 at which point his outstanding DSUs in the amount of 70,600 were settled by way of issuance of 70,600 common shares of the Company valued at, in the aggregate, $211,094 as of date of settlement following his termination of services].

(5) Mr. Pontius was appointed director of the Company on November 9, 2018. Mr. Pontius is the Chair of the Compensation, Corporate Governance and Nominating Committee and a member of the Audit Committee.

(6) Mr. Jacobi was appointed director of the Company on July 29, 2019.

(7) Mr. Caron was appointed director of the Company on June 5, 2020. Mr. Caron is the Chair of the Technical Committee and a member of the Special Committee. He was also a member of the Transaction Special Committee.

(8) N. Eric Fier was appointed director of the Company on July 3, 2024. Mr. Fier also is the Chairman of the Board of Directors and a member of the Technical Committee.

(9) Laurence (Laurie) Gaborit was appointed director of the Company on July 3, 2024. Ms. Gaborit is on the Compensation, Corporate Governance and Nominating Committee Ms. Gaborit is also a member of the Technical Committee and was a member of the Transaction Special Committee.

The Company had no other arrangements, standard or otherwise, pursuant to which directors were compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the most completed financial year, or subsequently, up to and including the date of this Statement of Executive Compensation.

Directors may be granted Options, RSUs and DSUs from time to time under the Omnibus Plan. The purpose of granting such Awards is to assist the Company in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company at the end of the most recently completed financial year, including awards granted before December 31, 2024, to each of the directors (who are not also NEOs).

    Option-Based Awards   Share-Based Awards
             
            Market or
  Number of       Number of Payout Value
  Securities     Value of Shares Or Units Of Share-Based
  Underlying Option   Unexercised Of Shares That Awards That
  Unexercised Exercise   In-The-Money Have Not Have Not
  Options Price   Options Vested Vested
      Option Expiration      
Director Name (#) (C$) Date (C$)(1) (#)(2) (C$)(3)
             
John Hick 30,000 5.10 July, 21, 2025 Nil 103,840 330,211
Rael Lipson 20,000 5.10 July 21, 2025 Nil Nil n/a
former director            
John Pontius 20,000 5.10 July 21, 2025 Nil 70,600 224,508
Paul Jacobi 20,000 5.10 July 21, 2025 Nil 70,600 224,508

- 13 -


    Option-Based Awards   Share-Based Awards
             
            Market or
  Number of       Number of Payout Value
  Securities     Value of Shares Or Units Of Share-Based
  Underlying Option   Unexercised Of Shares That Awards That
  Unexercised Exercise   In-The-Money Have Not Have Not
  Options Price   Options Vested Vested
      Option Expiration      
Director Name (#) (C$) Date (C$)(1) (#)(2) (C$)(3)
             
Mario Caron 20,000 5.10 July 21, 2025 Nil 70,600 224,508
N. Eric Fier (4) 1,100 3.64 July 3, 2025 Nil Nil n/a
  19,800 5.91 December 10, 2025 Nil    
  28,600 3.64 December 13, 2026 Nil    
  61,600 1.95 December 15, 2027 75,768    
  68,200 1.45 December 1, 2028 117,986    
Laurence Gaborit(4) 47,300 1.50 August 11, 2028 79,464 Nil n/a
  16,500 1.45 December 1, 2028 28,545    

Notes:

(1) Value calculated based on the difference between the market value of the Company's common shares as at December 31, 2024, and the exercise price of the Options (rounded up to the nearest dollar). The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

(2) Represents DSUs

(3) Market or Payout Value of Share-Based Awards is calculated based on number of DSUs not yet vested multiplied by market price of the underlying shares as at December 31, 2024. The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

(4) The options held by N. Eric Fier and Laurence Gaborit are fully-vested and governed by the terms of the amended and restated stock option plan of Goldsource Mines Inc., which the Company assumed upon closing of its acquisition of Goldsource Mines Inc. in July 2023.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value vested or earned during the financial year ended December 31, 2024, in connection with incentive plan awards granted to directors (who are not also NEOs)

      Non-Equity Incentive
  Option-Based Awards Share-Based Awards Plan Compensation -
  - Value Vested - Value Vested Value Earned
Name During The Year During The Year During The Year
  ($)(1) ($) ($)
John Hick Nil Nil Nil
Rael Lipson Nil 211,094(2) Nil
former director      
John Pontius Nil Nil Nil
Paul Jacobi Nil Nil Nil
Mario Caron Nil Nil Nil
N. Eric Fier Nil Nil Nil
Laurence Gaborit Nil Nil Nil

Note:

(1) No options vested during the financial year ended December 31, 2024.

(2) Due to the termination of services, Mr. Lipson had 70,600 DSUs vest which were settled on December 13, 2024, through the issuance of common shares of the Company.

July 3rd, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Acquires Elevation Gold Mining Debt and Provides Corporate Update

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to announce that it has acquired for US$1.8 million in cash approximately US$49.5 million in indebtedness (the "Debt") owing by Elevation Gold Mining Corporation ("Elevation") and affiliated companies to Maverix Metals Inc. ("Maverix"), a subsidiary of Triple Flag Precious Metals Corp., the secured creditor of Elevation under its Companies' Creditors Arrangement Act ("CCAA") proceedings before the Supreme Court of British Columbia. Mako completed the acquisition of the Debt and all related security pursuant to the terms of an assignment and assumption agreement executed on July 2nd, 2025. The Debt is owing pursuant to the terms of various promissory notes, a loan agreement, a streaming agreement and related guarantees, deeds and security agreements, which transaction documents and all rights and obligations thereunder have now been assigned to and assumed by Mako. The Monitor under Elevation's CCAA proceedings will now facilitate any distributions to Mako as the principal secured creditor in place of Maverix, with expectations for distributions to be materially less than the amount of the Debt.

Furthermore, to the extent that Mako is successful in the litigation with the two remaining royalty holders who own a net smelter return royalty on the Moss gold mine of 3% and 1% respectively (see press release dated December 31st, 2024), the up to US$1.5 million contingent liability associated with the royalty status determination will no longer need to be paid to the Elevation creditors by Mako or its subsidiary Golden Vertex Corporation.

Akiba Leisman, Chief Executive Officer of Mako states, "purchasing the remainder of the senior secured claims is a tactical investment for Mako, which, in addition to be an attractively priced investment, will consolidate control of our litigation with the two remaining royalty holders in the Arizona Chapter 15 bankruptcy process for Moss.  In addition, we are announcing our intent to list on the Nasdaq, while making a change to the board, which will help us navigate that process. I want to personally thank John Pontius, who has been a member of the board of Mako and its predecessors since 2015, and welcome Asheef Lalani, a shareholder of Mako who will provide invaluable oversight to the Company."   

Nasdaq Listing

The Company is advancing a listing application to apply to list its common shares on the Nasdaq in the coming months; however, there can be no assurance that the Company will receive listing approval from the Nasdaq to complete such listing. Mako believes that listing on the Nasdaq will provide the Company with, among other things, access to a broader investor audience, increased sources of potential capital, improved trading liquidity in Mako's common shares, increased research coverage from U.S. investment banks and potentially provide the opportunity for broader index inclusion.

Board Changes

The Company also announces that Mr. John Pontius will step down from the Company's board, and the board has appointed Mr. Asheef Lalani to the board, effective July 2nd, 2025.

Mr. Lalani is a Certified Financial Analyst and a Chartered Accountant and holds a Bachelor of Mathematics (Hons) in Math Accountancy and a Master of Accounting from the University of Waterloo. Mr. Lalani is currently Chief Investment Officer at Canadian based family office Berczy Park Capital, a director at Sailfish Royalty Corp. and has previously held various positions in Toronto and New York at UBS Securities and was previously a senior audit associate at PricewaterhouseCoopers LLP.

RSU Grant

Additionally, the Company announces that the board has approved the grant of an aggregate of 6,500 restricted share units (the "RSUs") to the Company's Chairman, Eric Fier, with having a grant date of July 4th, 2025 and a restrict period ending on July 4th, 2026.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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

2

Forward-Looking Information:  Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein is based on the Company's plans and expectations and assumptions as of the date such statements are made, and includes information concerning the Company's plans to apply to list its common shares on Nasdaq and the expected benefits of such a listing, the expiry of the restricted period of the RSUs granted. 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, the Company ultimately not obtaining listing approval from Nasdaq, or, if listed, the Company's expected benefits of listing on Nasdaq not being achieved, any amendments the board determines to make in the future to the restricted period of the RSUs and such other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 acquisition of the Debt and related security and providing a current corporate update, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

3

July 14th, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Q2 2025 Production Results Generating Record Gold Revenue of US$38.1 million and an Increase in Cash of US$18.2 million

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide second quarter 2025 ("Q2 2025") production results for the Company's San Albino gold mine ("San Albino") in northern Nicaragua, the Moss Mine in Arizona and an update on the Eagle Mountain gold project in Guyana. Certain amounts shown in this news release may not total to exact amounts due to rounding differences. All amounts expressed in U.S. dollars unless otherwise noted. 

Q2 2025 San Albino Operational Highlights

Q2 2025 Mako Financial Highlights

Akiba Leisman, Chief Executive Officer of Mako states that "in Q2 2025 we generated US$38.1 million in revenue, a record for the Company.  Gold sales of 10,104 ounces were similar to the previous two quarters; however, realized gold prices of $3,323 per ounce were substantially higher. This was the first full quarter the Company owned the Moss Mine, with 1,372 gold ounces sold from the residual leach operations. After reinvesting cash flow in exploration in Nicaragua, rapidly advancing the Eagle Mountain project in Guyana, and preparing for the restart of mining operations at the Moss Mine in Arizona, the Company managed to increase cash on the balance sheet by US$18.2 million to US$28.6 million, which gives an indication as to how profitable our current mining assets are. This cash will be used for the eventual construction of the Eagle Mountain project next year."

Table 1 - Operating Results for San Albino

2

* Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

**For the purpose of calculating revenue, payments to Sailfish are deducted from the Average Realized Price Gold.

(1) Strip Ratio calculation does not include waste material that is capitalized

(2) Equivalent Gold ounces are calculated by: Silver recovered. or Silver sold (oz) / Avg. Realized Price Gold ($/oz) / Avg. Realized Price Silver ($/oz)

Table 2 - San Albino Quarter-End Stockpile Statistics

** Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

Mining at San Albino

In Q2 2025, the mine produced an average of 597 tonnes per day of diluted vein, historical dump and other material. The average strip ratio (which excludes capitalized waste material) was 38.3:1. The Diluted vein material was sourced from six different veins: Las Conchitas South (Bayacun-Limon-Mango 35%, Las Dolores 22%) and Las Conchitas Central (Intermediate 32% and Cruz Grande 11%).

Milling at San Albino

During Q2 2025, the plant throughput rate averaged 595 tpd, 19% above nameplate capacity. Mill availability remained high at 97% which compares favorably with industry averages. The mill head grade averaged 6.58 g/t Au, comprised of 41% diluted vein material and 59% historical dump + other material. A total of 8,961 ounces of gold were recovered during the quarter at a mill recovery of 80.3%.

Moss Mine

In Q2 2025, residual leaching continued at the Moss Mine, with gold sales of 1,372 oz. The Company engaged a new mining contractor on June 10th with the mine receiving an initial delivery of mining equipment with the full fleet expected to arrive by early August. There are currently over 80,000 tonnes of material already blasted that are waiting to be excavated, hauled and crushed through the fully refurbished 10,000 tonnes per day plant. The Company expects to restart mining operations in early Q3 2025, with steady state production expected by the end of the year.

Eagle Mountain Gold Project

The H1 2025 work program included engineering and environmental activities to confirm mine design parameters and to generate the baseline environmental data and other studies required to complete an Environmental Impact Assessment ("EIA") for submission to the Guyana Environmental Protection Agency ("EPA"). The Company anticipates submission of the draft EIS to the EPA in H2 2025.

Phase 2 geotechnical activities, which commenced in Q1 2025, comprised drilling and testing of the saprolite and underlying fresh rock to facilitate infrastructure siting studies and site hydrogeological drilling and hydrology testing to generate data for both pit optimization and water resource management studies. H1 2025 activities also included environmental geochemical testing of water, soils, and rock and metallurgical tests to produce representative tailings samples for environmental modelling.

3

In March, the Company advanced permitting efforts for the Eagle Mountain Project with the submission of comprehensive Environmental Application and Project Summary documents to the Guyana EPA, marking a critical step in the regulatory approval process. Subsequently, in May, Mako hosted EPA officials at the Eagle Mountain site.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

Qualified Person

John Rust, a metallurgical engineer and qualified person (as defined under NI 43-101) has read and approved the technical information contained in this press release. Mr. Rust is a senior metallurgist and a consultant to the Company.

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

Forward-Looking Information:  Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. The forward-looking information contained herein is based on the Company's plans and expectations and assumptions as of the date such statements forward looking statements include that: expectations stated regarding Q2 and Q3 2025 production at San Albino, expected timing for the submission of the EIS to the Guyana EPA. 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 production results in Q2 and Q3 2025 will not meet expectations; that the EIS will not be submitted on the timeline expected; uncertainty related to mining exploration properties; political risks and uncertainties involving the Company's mineral properties; the inherent uncertainty of cost estimates and the potential for unexpected costs and expense; commodity price fluctuations and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 the Company's expectations regarding the Company's Q2 2025 production and operating results at San Albino gold project, financial highlights for Q2 2025 and current corporate updates, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

4

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.

5
 
July 24, 2025 510 Burrard St, 3rd Floor
Vancouver BC, V6C 3B9
www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: MAKO MINING CORP.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type : Annual General Meeting
Record Date for Notice of Meeting : August 18, 2025
Record Date for Voting (if applicable) : August 18, 2025
Beneficial Ownership Determination Date : August 18, 2025
Meeting Date : September 30, 2025
Meeting Location (if available) : Toronto, ON
Issuer sending proxy related materials directly to NOBO: No
Issuer paying for delivery to OBO: No
   
Notice and Access (NAA) Requirements:  
NAA for Beneficial Holders Yes
Beneficial Holders Stratification Criteria: Not Applicable
NAA for Registered Holders Yes
Registered Holders Stratification Criteria: Not Applicable

Voting Security Details:    
Description CUSIP Number ISIN
COMMON 56089A400 CA56089A4000

Sincerely,

Computershare

Agent for MAKO MINING CORP.

 

August 14th, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Intersects 27.86 g/t Au over 4.1 m (Estimated True Width) at 20 m Below
Surface, and 197.80 g/t Au over 0.7 m (ETW) 345 m down dip from the El Golfo Discovery
Hole

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to report additional results from the 2025 reverse circulation ("RC") and diamond drill program at the El Golfo area within the El Jicaro Concession located immediately south of the company's 100% owned Las Conchitas and San Albino Gold deposits in Nicaragua, which are currently being mined by the Company (refer to Figure 1).

For the first time in modern history, drilling has commenced in the El Golfo area. The drill program was initially designed for 3,000 metres (m) of RC drilling. It has since been expanded to 6,500 m of combined RC and diamond drilling in response to encouraging drill results, including the Discovery Hole EJ25-RC53 which intersected 39.15 grams per tonne ("g/t") gold ("Au") and 27.9 g/t silver ("Ag") over 5.9 m (Estimated True Width ("ETW"), 19.2 m below surface (see Press Release dated May 21st, 2025).

Highlights

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Akiba Leisman, CEO of Mako states "we announced the Discovery Hole at El Golfo in May, where we intersected a shallow intercept of over 39 g/t Au over nearly 6 meters Estimated True Width and within 20 meters from surface. This hole was only the second hole that was ever drilled at El Golfo, and therefore Mako did not have enough information to meet the minimum criteria to declare a Discovery at the time. Since May, follow up holes at El Golfo not only confirm the Discovery, but it is starting to define a relatively large footprint that can be measured in hundreds of meters in dip potential with strike trends measured over multiple kilometers. We will be following up on these results with a much more aggressive drill program, and if successful, eventually incorporate the El Golfo area into our mine plan."

The main objective of the 2025 drilling campaign in the El Golfo area is to test the high-grade mineralization trends outlined by geochemical soil surveys, geological mapping, prospecting and limited trenching. Numerous historical workings including adits, mine dumps and more recent artisanal surface workings (pits) were mapped and sampled. In total, four linear anomalous trends have been outlined, oriented in a northeast-southwest direction. Two of these trends, with lengths over 1,000 meters, appear to be a continuation of the gold geochemical anomalies over 1 kilometre away at the Las Conchitas area, which is currently being mined by the Company. 

The initial drilling comprising 3,000 m of RC drilling successfully tested a conceptual model for the El Golfo mineralization. This model consists of multiple subparallel gold bearing quartz veins with a northeast-southwest strike and a gentle northwest dip. The veins are hosted by broadly uniform host rocks, consisting of deformed carbonaceous schists similar to those being mined by Mako. The Company has initiated an additional 3,500 m diamond drill program aiming to better define the geometry and extent of mineralization. Further drilling may be needed to confirm the grade and distribution of mineralization.

Drill hole EJ25-RC54 intersected a wide, high-grade interval (refer to Table 1) of 27.86 g/t Au and 2.1 g/t  Ag over 4.0 m (ETW), 20 m below surface, and confirmed a 21.0 m down-dip extension of the gold mineralization intersected by RC drill hole EJ25-RC53 of 39.15 g/t Au and 27.8 g/t Ag over 8.0 m (5.9 m ETW), 19.2 m below surface (see Press Release dated May 21, 2025). Both drill holes tested a prominent NE-SW oriented structure interpreted as the Pavona vein.

Diamond drill hole EJ25-07 successfully intersected four zones of mineralization highlighted by the lowest zone at 153 m below surface which graded 197.80 g/t Au and 349.0 g/t Ag over 0.70 m (ETW). This intersection is considered to be significant since it is interpreted to represent a 345 m down-dip extension of mineralization intersected by the Discovery Hole EJ25-RC53 mentioned above. Results justify additional drilling to initiate an assessment of the potential of the mineralized veins in the area (refer to Figure 2).

EJ25-14 intersected two mineralized intervals close to surface, 8.79 g/t Au and 6.6 g/t Ag over 2.50 m (2.2 m ETW) and 37.96 g/t Au and 11.7 g/t Ag over 2.70 m (2.4 m ETW), 7.2 m and 11.6 m below surface respectively. This hole tested an 18 m SW strike extension of the high-grade mineralization intersected by the Discovery Hole EJ25-RC53 and successfully confirmed the conceptual model for this area defined by multiple gold bearing veins close to the surface (refer to Table 2).

Both EJ25-RC61 and EJ25-RC62 intersected shallow, high-grade intervals at 78 m and 51 m below surface, respectively. EJ25-RC61 intersected 77.70 g/t Au and 76.0 g/t Ag over 1.00 m (0.9 m ETW) and EJ25-RC62 intersected 17.90 g/t Au and 28.7 g/t Ag over 1.00 m (ETW). These holes successfully tested the potential for additional mineralized structures below previously identified mineralization. Additional drilling is required to test the full potential of this mineralized structure.

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Drill hole EJ25-RC65 intersected 44.10 g/t Au and 45.6 g/t Ag over 1.00 m, confirming a 31 m SW strike extension of the mineralization intersected by EJ25-RC54,

EJ25-RC86 intersected 11.61 g/t Au and 26.1 g/t Ag over 4.00 m (3.8 m ETW) and confirmed a 105 m down-dip extension of the mineralization intercepted in EJ25-RC65, described above. 

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Table 1 - Assay Results of RC Drill Holes Reported in This Press Release

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Table 2 - Assay Results of Diamond Drill Holes Reported in This Press Release

Note: The mineralized intervals shown in both tables above utilize a 1.0 g/t gold cut-off grade with not more than 1.0 m of internal dilution. *Widths are reported as drill lengths. **Estimated True Width is estimated from interpreted sections. In addition to the drill holes presented in the tables above, the following drill holes returned only anomalous values: EJ25-RC58, EJ25-RC68, EJ25-RC69, EJ25-RC78, EJ25-RC81, EJ25-RC83, EJ25-RC84, EJ25-RC87 and EJ25-RC88.  In addition to the drill holes presented in the tables above the following drill holes returned no significant values: EJ25-RC71 and EJ25-RC82.

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Figure 1. Drill Hole Plan El Golfo

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Figure 2. Cross section

 

Sampling, Assaying, QA/QC and Data Verification

Drill core was continuously sampled from inception to termination of the entire drill hole. Sample intervals were typically one meter. Drill core diameter was HQ (6.35 centimeters). Geologic and geotechnical data was captured into a digital database, core was photographed, then one-half split of the core was collected for analysis and one-half was retained in the core library. Drill core samples were kept in a secured logging and storage facility until such time that they were delivered to the Managua facilities of Bureau Veritas and pulps were sent to the Bureau Veritas laboratory in Vancouver for analysis. All reverse circulation (RC) holes were drilled dry i.e above the water table and no water or other fluids were injected into the hole. RC drill samples were collected every 1 meter using a center-return hammer and samples were obtained from a Gilson chip splitter which is cleaned using compressed air after each sample. Samples were bagged and labeled at the drill site under a geologist's supervision and are logged on site by a geologist who visually selects potential mineralized intervals for fire assay. The mineralized interval(s) including 3-5 samples above and below, the selected interval are continuously sampled and shipped to the Bureau Veritas Lab (BV) in Managua, respecting the best chain of custody practices.  Pulps are sent by Bureau Veritas to their laboratory in Vancouver under their chain of custody for analysis. Gold was analyzed by standard fire assay fusion, 30 gr aliquot, AAS finish. Samples returning over 10.0 g/t gold are analyzed utilizing standard Fire Assay-Gravimetric method. The Company follows industry standards in its QA&QC procedures. Control samples consisting of duplicates, standards and blanks were inserted into the sample stream at a minimum ratio of 1 control sample per every 10 samples. Analytical results of control samples confirmed reliability of the assay data.

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Qualified Person

Brian Ray, M.Sc., P.Geo, a geologist and qualified person (as defined under NI 43-101) has read and approved the technical information contained in this press release. Mr. Ray is a consultant to the Company.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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. Mako's primary objective is to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package.

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

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, that the Company high-grade production will generate significant cash flows for the foreseeable future. Mako's primary objective to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package. 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new  production numbers; unanticipated costs; the October 24 measures having impacts on business operations not current expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

 

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NOTICE OF ANNUAL GENERAL MEETING
AND MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO AN ANNUAL GENERAL MEETING OF SHAREHOLDERS OF MAKO MINING CORP.

to be held on September 30, 2025

 

MAKO MINING CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date: Tuesday, September 30, 2025
Time: 10:00 a.m. (Toronto time)
Meeting Venue: Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of holders of common shares ("Shareholders") of Mako Mining Corp. ("Mako" or the "Company") will be held at 10:00 a.m. (Toronto time) on September 30, 2025 at Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4, for the following purposes:

1. to receive and consider the financial statements of the Company, together with the auditor's report thereon, for the year ended December 31, 2024;

2. to fix the number of directors of the Company at seven (7);

3. to elect directors for the ensuing year;

4. to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;

5. to consider, and, if thought advisable, to pass an ordinary resolution to re-approve the Company's Omnibus Incentive Plan; and

6. to transact such further and other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the management information circular of the Company dated August 18, 2025 (the "Information Circular"). Shareholders are reminded to review the Information Circular before voting.

The Company is using the notice-and-access system ("Notice-and-Access") under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations to distribute the Notice of Meeting and Information Circular to Shareholders. Notice-and-Access allows the Company to post electronic versions of its proxy-related materials on SEDAR+ and on the Company's website, rather than mailing paper copies to Shareholders. This alternative means of distribution of the Company's proxy-related materials is more environmentally friendly by reducing paper use, and also reduces printing and mailing costs of the Company. Note that Shareholders still have the right to request paper copies of the proxy-related materials posted online by the Company under Notice-and-Access if they so choose.

The proxy-related materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.makominingcorp.com/investors/agm/.

Registered holders may request paper copies of the proxy-related materials to be sent to them by postal delivery at no cost to them. In order to receive a paper copy of the proxy-related materials please call the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America and entering your control number as indicated on your Proxy or Voting Instruction Form.

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Beneficial holders who wish to receive a paper copy of the proxy-related materials should contact Broadridge Investor Communications Solutions, Canada at 1-877-907-7643 or outside North America at 303-562-9305.

Shareholders who wish to receive a paper copy of the Information Circular and/or annual audited financial statements for the year ended December 31, 2024, in advance of the Meeting should make such request to the Company by no later than September 16, 2025, in order to allow reasonable time to receive and review the Information Circular prior to the proxy deadline of 10:00 a.m. (Toronto time) on September 26, 2025. The Information Circular will be sent to Shareholders within three (3) business days of their request if such request is made prior to the date of the Meeting. Following the Meeting, the Information Circular will be sent to requesting Shareholders within 10 days of their request.

Shareholders will receive a paper copy of a notice package (the "Notice Package") under Notice-and-Access via pre-paid mail containing: (i) a notification regarding the Company's use of Notice-and-Access and how the proxy-related materials may be obtained, (ii) a form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a beneficial Shareholder), and (iii) a supplemental mailing list return card to elect to receive paper copies of the Company's financial statements and management's discussion and analysis.

The annual consolidated financial statements (the "Annual Financial Statements") and related management's discussion and analysis ("MD&A") of the Company for the year ended December 31, 2024, have previously been mailed to those Shareholders who had requested to receive them by indicating (where marked) on the form of proxy or voting instruction form, as applicable, or through completing the supplemental mailing list return card distributed to Shareholders in connection with the Company's 2024 Annual Meeting of Shareholders. The Annual Financial Statements and MD&A are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.makominingcorp.com/investors/financial-reports. Shareholders may also request paper copies of the Annual Financial Statements and MD&A, free of charge, by calling the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America or via email at info@makominingcorp.com.

The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on August 18, 2025 (the "Record Date"). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

Shareholders are requested to complete, date and sign the form of proxy contained in the Notice Package (in the return envelope provided for that purpose), or, alternatively, to vote over the internet, in each case in accordance with the instructions set out in the Notice Package. The completed proxy form must be deposited at the office of Computershare Investor Services Inc., 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1, Attn: Proxy Department, by mail, by fax at 1.416.263.9524 or toll free at 1.866.249.7775, or online at www.investorvote.com, or the proxy vote must otherwise be registered in accordance with the instructions set forth in the Notice Package. Non-registered Shareholders who receive the proxy-related materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form delivered in the Notice Package in accordance with the instructions provided by their broker or intermediary.

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To be effective, a proxy must be received by Computershare not later than 10:00 a.m. (Toronto time) on September 26, 2025, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the postponed or adjourned meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his or her discretion. The Chairperson is under no obligation to accept or reject any particular late proxy.

DATED this 19th day of August, 2025.

    BY ORDER OF THE BOARD OF
DIRECTORS OF MAKO MINING CORP.
 
"Akiba Leisman"
    Akiba Leisman
Chief Executive Officer and Director

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MAKO MINING CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Time, Date and Venue Details

The Meeting will be held at the offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4 on September 30, 2025 at 10:00 a.m. (Toronto time)

Notice-and-Access

The Company is using the Notice-and-Access system under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations to distribute its proxy-related materials to Shareholders.

Under Notice-and-Access, rather than the Company mailing paper copies of the proxy-related materials to Shareholders, the materials can be accessed online under the Company's profile on SEDAR+ at www.sedarplus.ca or on the Company's website at https://www.makominingcorp.com/investors/agm/. The Company has adopted this alternative means of delivery for its proxy-related materials in order to reduce paper use and printing and mailing costs.

Shareholders will receive a Notice Package by prepaid mail, which will contain, among other things, information on Notice-and-Access and how Shareholders may access an electronic copy of the proxy-related materials, and how they may request a paper copy of the Information Circular, if they so choose, in advance of the Meeting and for a full year following the Meeting.

Shareholders will not receive a paper copy of the Information Circular unless they contact the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America or by email at info@makominingcorp.com. For Shareholders who wish to receive a paper copy of the Information Circular in advance of the voting deadline for the Meeting, requests must be received no later than September 16, 2025.

Shareholders with questions about Notice-and-Access may contact Computershare at 1-866-964-0492.

Record Date

The record date for determining the Shareholders entitled to receive notice of and to vote at the Meeting is August 18, 2025. Only Shareholders of record as of the close of business (Toronto time) on the Record Date are entitled to receive notice of and to vote at the Meeting.

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of Mako for use at the Meeting and any postponement or adjournment thereof for the purposes set forth in the Notice of Meeting. It is expected that the solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone by directors, officers or employees of Mako to whom no additional compensation will be paid.

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Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder's behalf in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of Mako (the "Management Proxyholders").

A Shareholder has the right to appoint a person other than a Management Proxyholder, to represent the Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the proxy form provided. A proxyholder need not be a Shareholder.

A proxy will not be valid for use at the Meeting unless the completed form of proxy is received by Mako's transfer agent, Computershare, by mail or courier to its offices at 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attn: Proxy Department, by fax at 1.416.263.9524 or toll free at 1.866.249.7775, or online at www.investorvote.com, not later than 10:00 a.m. (Toronto time) on September 26, 2025, or if the Meeting is adjourned or postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the reconvened Meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his or her discretion. The Chairperson is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chairperson of the Meeting at his or her discretion, without notice.

Voting By Proxy

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted in favour of or be withheld from voting on or be voted against each matter referred to in the Notice of Meeting, as applicable, in accordance with the instructions of the Shareholder, on any ballot that may be called for, and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a Shareholder does not specify a choice and the Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote FOR the matters specified in the Notice of Meeting and FOR of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1, by mail, by fax at 1.416.263.9524 or toll free at 1.866.249.7775, or online at www.investorvote.com, not later than 10:00 a.m. (Toronto time) on September 26, 2025 or, in the case of any postponement or adjournment of the Meeting, forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the postponed or adjourned Meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting, in his or her discretion. The Chairperson is under no obligation to accept or reject any late proxies.

Non-Registered Shareholders

Only Shareholders whose names appear on the records of Mako as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of Mako are "non-registered" shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your shares through a broker, you are likely an unregistered holder.

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The Company has distributed copies of the Notice Package to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Notice Package to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to Mako are referred to as "non-objecting beneficial owners ("NOBOs"). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to Mako are referred to as "objecting beneficial owners" ("OBOs").

Mako is not sending the proxy-related materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of Notice Package using Notice-and-Access to the Nominees for distribution to NOBOs.

Mako does not intend to pay for Nominees to deliver the Notice Package and Form 54-101F7 - Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive such materials unless the OBO's intermediary assumes the cost of delivery.

Revocability of Proxy

Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered Shareholder, his or her attorney authorized in writing or, if the registered Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of Mako at 838 West Hastings Street, Suite 700, Vancouver, British Columbia, V6C 0A6, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the Chairperson of the Meeting on the day of the Meeting.

Quorum

Under the Company's current Articles the quorum for the transaction of business at the Meeting requires at least two shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the Meeting, to be present in person or represented by proxy, irrespective of the number of persons actually present at the Meeting.

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VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value (the "shares"), of which 80,102,756 are issued and outstanding as of August 18, 2025. Holders of shares are entitled to cast one vote per share.

Any holder of shares of record at the close of business on August 18, 2025, who has completed and delivered a proxy in the manner specified, subject to the provisions described above, will be entitled to vote or to have such Shareholder's shares voted at the Meeting.

To the knowledge of the directors and executive officers of the Company, the only persons or companies who beneficially own, control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Company is as follows:

Name

No. of Shares Beneficially Owned,
Controlled or Directed, Directly or
Indirectly(1)

Percentage of
Outstanding
Shares(1)

Wexford Capital LP(2)

38,234,072

47.73%

Notes:

(1) Information as to ownership of shares has been obtain from System for Electronic Disclosure by Insiders which includes Wexford Capital LP ("Wexford") on behalf of private funds managed by Wexford, including Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Wexford Focused Investors LLC and Wexford Focused Trading Limited.

(2) Akiba Leisman, Chief Executive Officer and a director of the Company, is a consultant of Wexford and Mr. Paul Jacobi is a partner at Wexford.

STATEMENT OF EXECUTIVE COMPENSATION

All dollar amounts referenced in this Statement of Executive Compensation are expressed in United States dollars, unless otherwise indicated.  References to "C$" are to Canadian dollars.

Compensation Discussion and Analysis

Elements of Executive Compensation

The current executive compensation program of the Company consists of an annual base salary, cash bonuses granted from time to time, and long-term incentives in the form of stock options ("Options"), restricted share units ("RSUs") and/or deferred share units ("DSUs", and collectively with the Options and RSUs, the "Awards") granted under the Omnibus Incentive Plan 2021 (the "Omnibus Plan"). Prior to the implementation of the Omnibus Plan in 2021, Options were granted to Company executives under the 2017 stock option plan of the Company (the "Prior Option Plan") and such Options that remained outstanding as of the year ended December 31, 2024, continued to be governed by the Prior Option Plan. However, since the adoption of the Omnibus Plan, no new Options were granted under the Prior Option Plan and as of the date hereof there are no longer any Options outstanding under the Prior Option Plan. Please refer to the "Summary Compensation Table", "Outstanding Share-Based Awards and Option-Based Awards" and "Incentive Plan Awards - Value Vested or Earned During the Financial Year Ended December 31, 2024" below for further information regarding Options, RSUs and DSUs granted to executive officers.

The base salaries paid to officers of the Company are intended to provide fixed levels of pay that reflect each officer's primary duties and responsibilities and the level of skill and experience required to successfully perform their role. The Company's goal is to pay base salaries to its officers that are competitive when compared to those holding similar positions in companies of comparable stage of development and operations within the mining industry in order to attract and retain executive talent in the market in which the Company competes for talent. Base salaries are reviewed annually by the Compensation, Corporate Governance and Nominating Committee (the "CCGN Committee") of the Board of Directors of the Company (the "Board"). Historically, short term bonuses have been a combination of cash and Awards.

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In September 2022, upon recommendation of the CCGN Committee, the Board approved and adopted a new short-term incentive plan for the senior executives of the Company (the "STI Plan"), which includes the CEO, the CFO the COO, the President and any Vice-President, in connection with determining annual cash bonuses and RSUs to be paid to such executives. The STI Plan includes weighted key performance indicators ("KPIs"), based on certain corporate KPIs, individual KPIs and a discretionary component, with bonuses calculated as a percentage of base salary with a target ranging from 50%-150%. The percentages range for corporate objectives from 40%-50%, for individual objectives from 15%-25% and for the discretionary component 35%. The STI Plan was developed, in part, based on the Compensation Practice Review Report of Bedford Group dated July 29, 2021. The cash bonuses and RSUs earned by each of the Named Executive Officers (as hereinafter defined), as disclosed in the Summary Compensation Table, were determined based on the criterion set out in the STI Plan.

The incentive component of the Company's compensation program is the longer-term reward provided through the grant of Awards under the Omnibus Plan. The Omnibus Plan is intended to attract, retain and motivate the executive officers and directors, among other eligible participants, of the Company, and to align the interests of those individuals with those of the Company's shareholders with a view to driving growth and enhancing shareholder value. The Omnibus Plan provides such individuals with an opportunity to acquire a proprietary interest in the Company's value growth through the exercise and/or vesting of the Awards. Options, RSUs and/or DSUs are granted at the discretion of the Board, with the assistance of the CCGN Committee, which considers factors such as how other comparable mineral exploration and mining companies grant equity compensation and the potential value that each participant under the Omnibus Plan is contributing to the Company in determining the number of Awards granted to each individual.

Options are granted at an exercise price not less than the five day weighted average trading price of the Company's common shares for the five trading days immediately preceding the time of grant, (as determined in accordance with the Omnibus Plan), and for a term of exercise not exceeding ten years. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include performance criteria related to corporate or individual performance.

RSUs entitle the recipient to receive, upon settlement, shares, cash or a combination thereof as determined by the Board and subject to the provisions of the Omnibus Plan. RSUs that are subject to performance criteria may not become fully vested prior to the expiry of the restricted period. RSUs expire no later than December 31 of the calendar year which commences three years after the calendar year in which the performance of services for which the RSU was granted.

DSUs entitle the recipient to receive, upon settlement, shares or cash or a combination thereof, as determined by the Board, payable after termination of the recipient's service with the Company in accordance with the Omnibus Plan. Participants may elect annually to receive a percentage of their annual base compensation in DSUs. In addition, the Board may award such additional DSUs to a director or executive officer as the Board deems advisable to provide the participant with appropriate equity-based compensation for the services he or she renders to the Company.

The Board believes that a sound executive compensation program directly links pay to performance, emphasizes long-term shareholder value creation and does not encourage excessive risk-taking. The Company's executive compensation framework aligns with the Company's annual and longer-term strategy and reflects compensation practices of companies of similar size and stage of development and operations, in order to ensure the compensation paid is competitive within the Company's industry.

5

Compensation Policies and Risk Management

The Board considers the implications of the risks associated with the Company's compensation program and practices when determining rewards for its officers. The Board reviews, at least once annually, the risks, if any, associated with the Company's compensation program and practices.

The current executive compensation structure ensures that a significant portion of executive compensation, in the form of Awards, is both long-term and "at risk" and, accordingly, is directly linked to the achievement of business results and the creation of long-term shareholder value. As the benefits of such compensation, if any, are not realized by officers until a significant period of time has passed, the ability of officers to take inappropriate or excessive risks that are beneficial to their short-term compensation at the expense of the Company and the shareholders is mitigated.

Due to the small size of the Company and the current level of the Company's activity, the Board is able to closely monitor and consider any risks which may be associated with the Company's compensation program and practices. Risks, if any, may be identified and mitigated through Board meetings during which financial and other information of the Company are reviewed. No risks have been identified arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Hedging of Economic Risks in the Company's Securities

The Company has not adopted a policy prohibiting directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Company's securities granted as compensation or held, directly or indirectly, by directors or officers. However, the Company is not aware of any directors or officers having entered into this type of transaction.

Share-Based Awards and Option-Based Awards

The Omnibus Plan (and the Prior Option Plan, in the case of Options granted prior to the implementation of the Omnibus Plan) have been used to provide Options, RSUs and DSUs which are granted in consideration of the level of responsibility of the executive as well as their impact or contribution to the longer-term operating performance of the Company. In determining the number of Awards to be granted to the executive officers, the Board takes into account the number of Awards, if any, previously granted to each executive officer, and the exercise price of any outstanding Awards to ensure that such grants are in accordance with the policies of the TSX Venture Exchange (the "TSXV"), and closely align the interests of the executive officers with the interests of shareholders.

The Board, together with the assistance of the CCGN Committee, has the responsibility to administer the compensation program related to the executive management of the Company, including equity-based awards.

Compensation Governance

The Company's compensation philosophy for its Named Executive Officers is designed to attract well qualified individuals in what is essentially an international market by paying competitive base salaries plus short-term incentive compensation in the form of bonuses and long-term incentive compensation in the form of Awards. In June 2021, the CCGN Committee had retained the Bedford Consulting Group Inc. to provide independent advice to the CCGN Committee in connection with further developing the Company's compensation program, including establishing the STI Plan. The CCGN Committee has not retained the services of any compensation consultant since such time. The CCGN Committee makes its recommendations, with reference to the STI Plan in terms of bonuses and RSUs, to the Board, which meets to discuss and determine executive compensation. In making its determinations regarding the various elements of executive compensation, the Board does not currently benchmark its executive compensation program, but from time to time does review compensation practices of companies of similar size and stage of development and operations to ensure the compensation paid is competitive within the Company's industry and geographic location while taking into account the financial and other resources of the Company.

6

The Company's Compensation, Corporate Governance and Nominating Committee is currently comprised of Asheef Lalani (independent) who is the Chair, John Hick (independent) and Laurie Gaborit (independent). The role of the CCGN Committee is, in part, to assist the Board in approving and monitoring the Company's practices with respect to compensation. The CCGN Committee members have significant experience in the mining sector as senior executives and as members of the boards of directors and committees of other public corporations. Each member draws on their respective management and executive compensation experience to provide relevant compensation-related expertise. The Board is confident that the collective experience of the CCGN Committee members ensures that the CCGN Committee has the knowledge and experience to execute its mandate effectively and to make executive compensation decisions in the best interests of the Company.

The duties and responsibilities of the Chief Executive Officer are typical of those of a business entity of the Company's size and stage of development and operations within the mining industry. The primary role of the Chief Executive Officer of the Company is to manage the Company in an effective, efficient and forward-looking way and to fulfil the priorities, goals and objectives determined by the Board in the context of the Company's strategic plans, budgets and responsibilities set out below, with a view to increasing shareholder value.

Summary Compensation Table

The following table sets forth all annual and long-term compensation of the Named Executive Officers of the Company for each of the three most recently completed financial years of the Company. "Named Executive Officer" or "NEO" refers to (a) each individual who, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a chief executive officer; (b) each individual who, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a chief financial officer; (c) the most highly compensated executive officer, other than the individuals identified in (a) and (b) at the end of the most recently completed financial year whose total compensation was more than C$150,000, for that financial year; and (d) each individual who would be a named executive officer under (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year. The Named Executive Officers of the Company for the year ended December 31, 2024 were Akiba Leisman, the Company's CEO, Ezequiel Sirotinsky, the Company's CFO and Corporate Secretary, Maria Milagros Paredes, the Company's former CFO and Corporate Secretary, Jesse Munoz, the Company's Chief Operating Officer ("COO"), Paolo Durand, the Company's Vice-President of Corporate Development and Frank Powell, the Company's Vice-President of Exploration.

7


NEO Name
and Principal
Position		 Year Salary

($)		 Share-
Based
Awards(1)

($)		 Option-
Based
Awards(2)

($) 		Non-Equity Incentive
Plan Compensation

($)		 Pension
Value

($)		 All Other
Compensation

($)		 Total
Compensation

($)
Annual
Incentive
Plans(3)		 Long-term
Incentive
Plans
Akiba Leisman(4)
CEO		 2024
2023
2022		 280,469
280,569
280,538		 Nil
548,894
150,000		 Nil
Nil
Nil		 621,775
220,688
150,000		 Nil
Nil
Nil		 Nil
Nil
Nil		 Nil
Nil
5,869		 902,244
1,050,151
580,538
Ezequiel Sirotinsky(8)
CFO and Corporate Secretary		 2024
2023
2022		 116,667
n/a
n/a		 271,893
n/a
n/a		 Nil
n/a
n/a
 		 Nil
n/a
n/a		 Nil
n/a
n/a		 Nil
n/a
n/a		 Nil
n/a
n/a		 392,905
n/a
n/a
Maria Milagros Paredes(5)
former CFO and Corporate Secretary 		2024
2023
2022		 125,069
206,119
212,709		 Nil
136,582
90,000		 Nil
Nil
Nil		 75,000
38,288
90,000		 Nil
Nil
Nil		 Nil
Nil
Nil		 260,294
58,665
57,041		 460,363
439,654
449,750
Jesse Munoz(6)
COO		 2024
2023
2022		 255,469
255,569
255,568		 Nil
249,497
125,000		 Nil
Nil
Nil		 289,500
148,250
125,000		 Nil
Nil
Nil		 Nil
Nil
Nil		 91,991
110,903
90,211		 636,960
764,219
595,749
Paolo Durand(7)
VP of Corporate Development		 2024
2023
2022		 150,000
150,000
123,125		 Nil
97,024
Nil		 Nil
Nil
101,855		 74,100
23,082
Nil		 Nil
Nil
Nil		 Nil
Nil
Nil		 Nil
Nil
1,356		 224,100
270,106
226,336
Frank Powell(9)
VP of Exploration		 2024
2023
2022		 183,600
183,806
170,467		 Nil Nil 32,820
23,375
Nil		 Nil
Nil
Nil		 Nil 20,479
19,032
18,091		 236,899
226,213
198,149

Notes:

(1) Represents RSUs.

(2) The Company uses the Black-Scholes pricing model as the methodology to calculate the grant date fair value for Options granted, as that's the methodology used in the financial statements, and has relied on the following key assumptions and estimates for each calculation: (a) for grants in 2024 - (i) risk free interest rate of 3.51%; (ii) expected dividend yield of 0%; (iii) expected volatility of 65.48%; and (iv) an expected term of up to five years; (b) for grants in 2022 - (i) risk free interest rate of 1.65%; (ii) expected dividend yield of 0%; (iii) expected volatility of 58.06%; and (iv) an expected term of up to five years; and (c) for grants in 2021 - (i) risk free interest rate of 0.64%; (ii) expected dividend yield of 0%; (iii) expected volatility of 63.95%; and (iv) an expected term of up to five years.

(3) Represents cash bonuses.

(4) During the financial year ended December 31, 2022, Mr. Leisman was paid $275,000 pursuant to the terms of his consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company. During the financial year ended December 31, 2023, Mr. Leisman was paid $275,000 under his consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to his employment agreement with the Company.  During the financial year ended December 31, 2024, Mr. Leisman was paid $275,000 under his consulting agreement with Mako US and $5,469 (C$7,500 based on an exchange rate of $1.00 = C$1.37134) pursuant to his employment agreement with the Company. See "Termination and Change of Control Benefits".

8

(5) Ms. Paredes was appointed as the CFO and Corporate Secretary of the Company effective February 1, 2021, and resigned on June 25, 2024. During the financial year ended December 31, 2022, Ms. Paredes was paid $207,171 pursuant to her consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to her employment agreement with the Company. She also received perquisites in the aggregate amount of $57,041 paid by Mako US, including $46,683 for insurance premiums related to medical, life and disability.  During the financial year ended December 31, 2023, Ms. Paredes was paid $200,550 pursuant to her consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to her employment agreement with the Company. She also received perquisites in the aggregate amount of $58,665 paid by Mako US, including $49,773 for insurance premiums related to medical, life and disability. During the financial year ended December 31, 2024, Ms. Paredes was paid severance of $200,000 and $5,484 (C$7,500 based on an exchange rate of $1.00 = C$1.36745), $111,023 pursuant to her consulting agreement with Mako US and $11,291 pursuant to her consulting agreement with the Company, $2,757 (C$3,750 based on an exchange rate of $1.00 = C$1.36041) pursuant to her employment agreement with the Company. She also received perquisites in the aggregate amount of $54,809 paid by Mako US, including $49,209 for insurance premiums related to medical, life and disability.

(6) During the financial year ended December 31, 2022, Mr. Munoz was paid $250,000 pursuant to the terms of his consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company. He also received perquisites in the aggregate amount of $90,211 paid by Mako US, including $77,711 for insurance premiums related to medical, life and disability.  During the financial year ended December 31, 2023, Mr. Munoz was paid $250,000 pursuant to the terms of his consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to his employment agreement with the Company.  He also received perquisites in the aggregate amount of $110,903 paid by Mako US, including $87,603 for insurance premiums related to medical, life and disability. During the financial year ended December 31, 2024, Mr. Munoz was paid $250,000 pursuant to the terms of his consulting agreement with Mako US and $5,469 (C$7,500 based on an exchange rate of $1.00 = C$1.37134) pursuant to his employment agreement with the Company.  He also received perquisites in the aggregate amount of $91,991 paid by Mako US, including $69,653 for insurance premiums related to medical, life and disability. See "Termination and Change of Control Benefits".

(7) Mr. Durand was appointed Vice-President of Corporate Development effective March 9, 2022, and is paid under the terms of a consulting agreement with the Company. See "Termination and Change of Control Benefits".

(8) Mr. Sirotinsky was appointed as the CFO and Corporate Secretary of the Company effective June 25, 2024, replacing former CFO and Corporate Secretary Millie Paredes, and is paid under the terms of a consulting agreement with the Company. See "Termination and Change of Control Benefits".

(9) Mr. Powell was appointed Vice-President of Exploration effective June 25, 2024, and is paid under the terms of a consulting agreement with the Company. Prior to this appointment he served as Senior Exploration Manager for the Company. See "Termination and Change of Control Benefits".

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all the option-based and share-based awards outstanding as at December 31, 2024, for each NEO.

  Option-Based Awards Share-Based Awards
Name Number of
Securities
Underlying
Unexercised
Options

(#)		 Option
Exercise
Price

(C$)		 Option
Expiration Date		 Value of
Unexercised
In-The-
Money
Options

(C$)(1)		 Number of
Shares Or
Units Of
Shares That
Have Not
Vested

(#)(2)		 Market or Payout
Value Of Share-
Based Awards
That Have Not
Vested

(C$)(3)		 Market or Payout
Value Of Vested
Share-Based
Awards not paid
out or distributed

(C$)
Akiba Leisman
CEO 		Nil n/a n/a n/a 366,667 1,166,001 Nil
Ezequiel Sirotinsky
CFO and Corporate Secretary		 200,000 3.31 June 25, 2029 Nil Nil Nil Nil

9


  Option-Based Awards Share-Based Awards
Name Number of
Securities
Underlying
Unexercised
Options

(#)		 Option
Exercise
Price

(C$)		 Option
Expiration Date		 Value of
Unexercised
In-The-
Money
Options

(C$)(1)		 Number of
Shares Or
Units Of
Shares That
Have Not
Vested

(#)(2)		 Market or Payout
Value Of Share-
Based Awards
That Have Not
Vested

(C$)(3)		 Market or Payout
Value Of Vested
Share-Based
Awards not paid
out or distributed

(C$)
Maria Milagros Paredes
former CFO and Corporate Secretary 		100,000 3.45 February 4, 2026 Nil Nil Nil Nil
Jesse Munoz
COO		 Nil n/a n/a n/a 166,667 530,001 Nil
Paolo Durand
VP of Corporate Development		 70,000 3.70 March 9, 2027 Nil 53,651 170,610 Nil
Frank Powell
VP of Exploration		 100,000 2.13 May 12, 2028 105,000 Nil Nil Nil

Notes:

(1) Value of unexercised in-the-money Options is calculated based on the difference between the market value of the Company's common shares as at December 31, 2024, and the exercise price of the Options (rounded up to the nearest dollar). The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

(2) Represents RSUs.

(3) Market or Payout Value of Share-Based Awards is calculated based on number of RSUs not yet vested multiplied by market price of the underlying shares as at December 31, 2024. The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

Incentive Plan Awards - Value Vested or Earned During the Financial Year Ended December 31, 2024.

The following table sets out all the option-based and share-based awards that vested during the financial year ended December 31, 2024, for each NEO.

Name Option-Based Awards
- Value Vested
During the Year
(C$) 		Share-Based Awards
- Value Vested
During the Year
(C$)		 Non-Equity Incentive
Plan Compensation -
Value Earned
During the Year
(C$)
Akiba Leisman, CEO Nil 649,290(1) Nil
Ezequiel Sirotinsky, CFO and Corporate Secretary Nil(2) Nil Nil
Maria Milagros Paredes, former CFO and Corporate Secretary Nil(3) 214,403(4) Nil
Jesse Munoz, COO Nil 325,797(5) Nil
Paolo Durand, VP of Corporate Development Nil(6) 115,178(7) Nil
Paolo Durand, VP of Corporate Development Nil(6) 115,178(7) Nil
Frank Powell, VP of Exploration 38,000(8) Nil Nil

10


Notes:

(1) Mr. Leisman had a total of 214,233 RSUs vest with a total value of C$649,290; value is calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date. Mr. Leisman had 15,450 RSUs vest and the market price on the date of vesting was C$2.20. Mr. Leisman had 183,333 RSUs vest and the market price on the date of vesting was C$3.10. Mr. Leisman had 15,450 RSUs vest and the market price on the date of vesting was C$3.04.

(2) Mr. Sirotinsky had 66,666 Options vest having a Nil value, as the exercise price of the Options are C$3.31 and the market price on the date of vesting was C$3.25.

(3) Ms. Paredes had 25,000 Options vest having a Nil value, as the exercise price of the Options are C$3.45 and the market price on the date of vesting was C$2.25.

(4) Ms. Paredes had a total of 70,041 RSUs vest with a total value of C$214,403; value is calculated based on number of RSUs multiplied by the market price of the underlying shares on the vesting date. Ms. Paredes had 9,270 RSUs vest and the market price on the date of vesting was C$2.20. Ms. Paredes had 12,112 RSUs vest and the market price on the date of vesting was C$3.65. Ms. Paredes had 33,333 RSUs vest and the market price on the date of vesting was C$3.10. Ms. Paredes had 6,056 RSUs vest and the market price on the date of vesting was C$3.02. Ms. Paredes had 9,270 RSUs vest and the market price on the date of vesting was C$3.04.

(5) Mr. Munoz had a total of 109,083 RSUs vest with a total value of C$325,797; value calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date. Mr. Munoz had 12,875 RSUs vest and the market price on the date of vesting was C$2.20. Mr. Munoz had 83,333 RSUs vest and the market price on the date of vesting was C$3.10. Mr. Munoz had 12,875 RSUs vest and the market price on the date of vesting was C$3.04.

(6) Mr. Durand had 17,500 Options vest having a Nil value, as the exercise price of the Options are C$3.70 and the market price on the date of vesting was C$2.50.

(7) Mr. Durand had a total of 35,953 RSUs vest with a total value of C$115,178; value calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date. Mr. Durand had 7,302 RSUs vest and the market price on the date of vesting was C$3.65. Mr. Durand had 25,000 RSUs vest and the market price on the date of vesting was C$3.10. Mr. Durand had 3,651 RSUs vest and the market price on the date of vesting was C$3.04.

(8) Mr. Powell had 25,000 Options vest having a value of C$38,000, as the exercise price of the Options are C$2.13 and the market price on the date of vesting was C$3.65.

Pension Plan Benefits

The Company does not have any pension or retirement plans.

Termination and Change of Control Benefits

The Company has no plan, contract, agreement or arrangement that provides for payments to any NEO at, following or in connection with any termination, resignation, retirement or change of control of the Company or a change in a NEO's responsibilities, except as follows:

Akiba Leisman, Chief Executive Officer

Mr. Leisman serves as the CEO of the Company and currently receives a base salary from the Company in the amount of C$7,500 per year pursuant to the terms of an employment agreement with the Company, entered into effective October 1, 2019. Pursuant to the employment agreement, Mr. Leisman provides general management and oversight of all operational, administrative, financial and legal matters affecting the Company and such other additional services as may be agreed to from time to time.  The employment agreement with the Company provides that Mr. Leisman may terminate his employment by providing the Company with 60 days prior written notice and, in the event of such termination, Mr. Leisman shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company.  In the event Mr. Leisman's employment is terminated by the Company without cause, the Company must provide Mr. Leisman with the greater of: (i) twelve (12) months' notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the Employment Standards Act, 2000, as amended (the "ESA"). Mr. Leisman's participation under employee benefits will continue for such minimum period as required by the ESA. In the event Mr. Leisman is terminated in connection with a change of control of the Company, he shall be entitled to receive compensation equal to twelve (12) months of his then current base salary, which shall be paid over a twelve-month period, subject to Mr. Leisman executing a non-revocable standard form of release acceptable to the Company.

11

Mr. Leisman also has a consulting agreement through his wholly owned company, Xiphias Management Services, with the Company's subsidiary, Mako US Corp. ("Mako US") pursuant to which he is paid $22,917 per month ($275,000 per annum) to provide ongoing consultation to Mako US regarding its management services business, including executive, managerial and administrative activities assigned to him by Mako US, entered into effective October 1, 2019, as amended January 1, 2021. The consulting agreement provides that either Mako US or Mr. Leisman may terminate the consulting agreement by providing 60 days prior written notice and, in the event of termination without cause, Mr. Leisman shall be entitled to a cash amount representing 12 months of consulting fees prior to the date of termination. In the event Mr. Leisman's consulting agreement is terminated by Mako US within 90 days of a change of control of the Company, Mr. Leisman shall be entitled to receive the greater of (a) the amount represented by twelve (12) months' consulting fees or (b) the total cash compensation received by Mr. Leisman in the trailing twelve (12) months prior to the change of control. 

Ezequiel Sirotinsky, Chief Financial Officer and Corporate Secretary

Mr. Sirotinsky serves as the CFO and Corporate Secretary of the Company and currently receives salary from the Company in the amount of $16,666.67 per month pursuant to the terms of a consulting agreement with the Company, entered into effective June 25, 2024. In addition to the monthly salary, Mr. Sirotinsky is also eligible to receive a discretionary annual bonus with a target of 50% of the annual salary based on meeting certain agreed upon objectives. Pursuant to the consulting agreement, Mr. Sirotinsky provides those services which would normally be undertaken by a CFO and Corporate Secretary including but not limited to general management and oversight of all financial reporting, administrative and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The consulting agreement with the Company provides that Mr. Sirotinsky may terminate his agreement by providing the Company with 30 days prior written notice and, in the event of such termination, Mr. Sirotinsky shall be entitled to all fees, expenses and payment of any personal days accrued but not yet used since the effective date of the consulting agreement and no further rights to compensation or benefits from the Company. In the event Mr. Sirotinsky's agreement is terminated by the Company at any time and for any reason, the Company will provide Mr. Sirotinsky with a termination fee equal 12 months of his then current salary under the consulting agreement (the "Termination Fee"), along with payment for any fees and expenses accrued as of the effective date of termination and payment of any personal days accrued but not used since the effective date of the consulting agreement.  If within 12 months following a change of control Mr. Sirotinsky's consulting services are terminated without cause, Mr. Sirotinsky is entitled to receive a change of control fee equal to 12 months of his current salary, provided certain conditions are met.  The change of control fee is in lieu of, and not in addition to, the Termination Fee noted above.

Jesse Munoz, Chief Operating Officer

Mr. Munoz serves as Chief Operating Officer of the Company and currently receives a base salary from the Company in the amount of C$7,500 per year pursuant to the terms of an executive employment agreement with the Company, entered into effective October 1, 2019.  Pursuant to the employment agreement, Mr. Munoz provides those services which would normally be undertaken by a Chief Operating Officer including but not limited to general management and oversight of all operational, administrative, financial and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The employment agreement with the Company provides that Mr. Munoz may terminate his employment by providing the Company with 60 days prior written notice and, in the event of such termination, Mr. Munoz shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company.  In the event Mr. Munoz's employment is terminated by the Company without cause, the Company must provide Mr. Munoz with the greater of: (i) twelve (12) months' notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the ESA. Mr. Munoz participation under employee benefits will continue for such minimum period as required by the ESA. In the event Mr. Munoz is terminated by the Company or Mr. Munoz provides notice of resignation within 90 days of a change of control of the Company, he shall be entitled to receive compensation equal to twelve (12) months of his then current base salary, which shall be paid over a twelve-month period, subject to Mr. Munoz executing a non-revocable standard form of release acceptable to the Company.

12

Mr. Munoz also serves as Chief Operating Officer of Mako US, and as such has an executive employment agreement with Mako US dated September 23, 2019, as amended January 1, 2021, pursuant to which Mr. Munoz is paid $20,833.33 per month ($250,000 per annum). The executive employment agreement provides that either Mako US or Mr. Munoz may terminate the agreement by providing 60 days prior written notice and, in the event of termination without cause, Mr. Munoz shall be entitled to any fees then due and payable for services completed to the date of termination. In the event Mr. Munoz's agreement is terminated as a result of a change or control of the Company, Mr. Munoz shall be entitled to receive the greater of (a) the amount represented by 12 months of consulting fees, or (b) the total cash compensation received by Mr. Munoz in the trailing 12 months prior to the change of control.

Paolo Durand, Vice-President of Corporate Development

Mr. Durand serves as Vice-President of Corporate Development of the Company and currently receives a base salary from the Company in the amount of $12,500 per month pursuant to the terms of a Consultant Agreement dated September 17, 2021, as amended March 9, 2022.  The Consultant Agreement provides that Mr. Durand may terminate his employment by providing the Company with 30 days prior written notice.  In the event Mr. Durand's employment is terminated by the Company without cause, the Company must provide Mr. Durand with payment for any fees and expenses accrued as of the effective date of termination and (ii) a termination fee in the amount of $75,000 (the "Termination Fee"). Payment of the Termination Fee is conditional on Mr. Durand's execution of a non-revocable standard form of release agreement acceptable to the Company. In the event Mr. Durand is terminated within 12 months of a change of control of the Company, or within 90 days following a change of control Mr. Durand gives notice of termination of the Consulting Agreement, he shall be entitled to receive a change of control fee in the amount of $75,000 (the "Change of Control Fee"), subject to Mr. Durand executing a non-revocable standard form of release acceptable to the Company. The Change of Control Fee is in lieu of, and not in addition to, the Termination Fee.

Frank Powell, Vice-President of Exploration

Mr. Powell serves as Vice-President of Exploration of the Company and currently receives a base salary from the Mako US in the amount of $15,300 per month pursuant to the terms of an executive employment agreement with Mako US, entered into effective June 1, 2024. Pursuant to the employment agreement, Mr. Powell provides those services which would normally be undertaken by a Vice-President of Exploration including but not limited to executive, general management, administrative responsibilities, and such other additional services as may be agreed to from time to time. The employment agreement with Mako US provides that Mr. Powell or the Mako US may terminate his employment by providing 60 days prior written notice and, in the event of such termination, Mr. Powell shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from Mako US. In the event Mr. Powell or Mako US terminates Mr. Powell's employment because of a change of control or if Mako US terminates Mr. Powell's employment without cause then he shall be entitled to receive compensation equal to 12 months of his then-current monthly base-salary, which shall be paid over a twelve-month period consistent with Mako US' regular payroll schedule, plus all benefits provided for 12 months from the termination date, subject to Mr. Powell executing a non-revocable standard form of release acceptable to Mako US.

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Payments on a Termination/Change of Control as of December 31, 2024

Assuming a termination without cause or a change of control of the Company occurred as of December 31, 2024, it is estimated that Messrs. Leisman, Sirotinsky, Munoz, Durand and Powell would have been entitled to the following payments:

Name of NEO

Termination Without Cause/Change of Control Payments
($)

Akiba Leisman, CEO

901,989(1)

Ezequiel Sirotinsky, CFO and Corporate Secretary

200,000(2)

Jesse Munoz, COO

335,667(3)

Paolo Durand, VP of Corporate Development

75,000(4)

Frank Powell, VP of Exploration

196,098(5)

Notes:

(1) Approximately $275,000 pursuant to his consulting agreement with Mako US including $5,214 (C$7,500 based on the December 31, 2024, exchange rate of $1.00 = C$1.43835 pursuant to his employment agreement with the Company. In addition, Mr. Leisman received during fiscal 2024, cash bonuses totalling $621,775.

(2) $200,000 pursuant to his consulting agreement with the Company.

(3) Approximately $250,000 pursuant to his employment agreement with Mako US including perquisites of $80,453 and $5,214 (C$7,500 based on the December 31, 2024, exchange rate of $1.00 = C$1.43835) pursuant to his employment agreement with the Company.

(4) $75,000 pursuant to his consulting agreement with the Company.

(5) $196,098 pursuant to his employment agreement with the Company, which amount includes prerequisites in the amount of $12,498.

Director Compensation

The following table sets forth all amounts of compensation provided to each director of the Company (who is not also a NEO) during the financial year ended December 31, 2024.

Director
Name (1)		 Fees
Earned
($)		 Share-
Based
Awards
($)(2)		 Option-
Based
Awards
($)		 Non-Equity
Incentive Plan
Compensation
($)		 Pension
Value
($)		 All Other
Compensation
($)		 Total
($)
John Hick(3) 76,500 Nil Nil Nil Nil Nil 76,500
Rael Lipson(4)
former director		 13,750 Nil Nil Nil Nil Nil 13,750
John Pontius(5)
former director		 34,375 Nil Nil Nil Nil Nil 34,375
Paul Jacobi(6) 29,375 Nil Nil Nil Nil Nil 29,375
Mario Caron(7) 65,750 Nil Nil Nil Nil Nil 65,750
N. Eric Fier(8) 18,750 Nil Nil Nil Nil Nil 18,750
Laurence Gaborit(9) 21,750 Nil Nil Nil Nil Nil 21,750

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Notes:

(1) In 2024, non-executive directors earned a $25,000 retainer fee and the Chairman of the Board earned an additional fee of $10,000. Additionally, $2,500 per annum was paid to non-executive committee members and $5,000 per annum was paid to the Chair of each committee.  Members of a special committee (the "Special Committee"), established in November 2022 in connection with overseeing a risk mitigation process put in place by the Company to address new United States sanctions imposed on the General Directorate of Mines in Nicaragua as announced by the United States Department of the Treasury Office of Foreign Assets Controls on October 24, 2022, were paid $2,000 per month.  Members of a special committee established in November 2023 in connection with the Company's acquisition of the Moss mine in Arizona (the "Transaction Special Committee"), which was subsequently dissolved in 2024 following completion of the acquisition, were paid $4,000 per month, with $5,000 per month being paid to the Chair of such committee.

(2) Represents RSUs.

(3) Mr. Hick was appointed director of the Company on November 9, 2018. Mr. Hick also is the Chair of the Audit Committee and a member of the Compensation, Corporate Governance & Nominating Committee (for which he was Chair until July 3, 2024).

(4) Mr. Lipson was appointed director of the Company on October 16, 2013. On July 3, 2024, Mr. Lipson tendered his resignation as director of the Company and was appointed and served as a Technical Advisor to the board of directors until December 2024 at which point his outstanding DSUs in the amount of 70,600 were settled by way of issuance of 70,600 common shares of the Company valued at, in the aggregate, $211,094 as of date of settlement following his termination of services.

(5) Mr. Pontius was appointed director of the Company on November 9, 2018 and resigned effective July 2, 2025. Mr. Pontius was the Chair of the Compensation, Corporate Governance and Nominating Committee and a member of the Audit Committee prior to his resignation.  Mr. Pontius was succeeded by new director Mr. Asheef Laloni in all such roles effective July 2, 2025.

(6) Mr. Jacobi was appointed director of the Company on July 29, 2019.

(7) Mr. Caron was appointed director of the Company on June 5, 2020. Mr. Caron is the Chair of the Technical Committee and a member of the Audit Committee and the Special Committee. He was also a member of the Transaction Special Committee.

(8) N. Eric Fier was appointed director of the Company on July 3, 2024. Mr. Fier also is the Chairman of the Board of Directors and a member of the Technical Committee.

(9) Laurence (Laurie) Gaborit was appointed director of the Company on July 3, 2024. Ms. Gaborit is on the Compensation, Corporate Governance and Nominating Committee Ms. Gaborit is also a member of the Technical Committee and was a member of the Transaction Special Committee.

The Company had no other arrangements, standard or otherwise, pursuant to which directors were compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the most completed financial year, or subsequently, up to and including the date of this Statement of Executive Compensation.

Directors may be granted Options, RSUs and DSUs from time to time under the Omnibus Plan. The purpose of granting such Awards is to assist the Company in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company at the end of the most recently completed financial year, including awards granted before December 31, 2024, to each of the directors (who are not also NEOs).

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  Option-Based Awards Share-Based Awards
Director Name Number of
Securities
Underlying
Unexercised
Options
 
(#)		 Option
Exercise
Price
 
(C$) 		Option Expiration
Date		 Value of
Unexercised
In-The-Money
Options

(C$)(1)		 Number of
Shares Or Units
Of Shares That
Have Not
Vested

(#)(2)		 Market or
Payout Value
Of Share-Based
Awards That
Have Not
Vested

(C$)(3)
John Hick 30,000 5.10 July, 21, 2025 Nil 103,840 330,211
Rael Lipson
former director		 20,000 5.10 July 21, 2025 Nil Nil n/a
John Pontius(4)
former director		 20,000 5.10 July 21, 2025 Nil 70,600 224,508
Paul Jacobi 20,000 5.10 July 21, 2025 Nil 70,600 224,508
Mario Caron 20,000 5.10 July 21, 2025 Nil 70,600 224,508
N. Eric Fier (5) 19,800
28,600
61,600
68,200		 5.91
3.64
1.95
1.45		 December 10, 2025
December 13, 2026
December 15, 2027
December 1, 2028		 Nil
Nil
75,768
117,986		 Nil n/a
Laurence Gaborit(5) 47,300
16,500		 1.50
1.45		 August 11, 2028
December 1, 2028		 79,464
28,545		 Nil n/a

Notes:

(1) Value calculated based on the difference between the market value of the Company's common shares as at December 31, 2024, and the exercise price of the Options (rounded up to the nearest dollar). The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

(2) Represents DSUs

(3) Market or Payout Value of Share-Based Awards is calculated based on number of DSUs not yet vested multiplied by market price of the underlying shares as at December 31, 2024. The closing price of the Company's shares on the TSXV on December 31, 2024, was C$3.18 per share.

(4) Mr. Pontius resigned as a director effective July 2, 2025, and his 70,600 DSUs, together with an additional 20,000 DSUs that were granted to Mr. Pontius in April 2025, were settled on July 11, 2025 following his resignation for 90,600 common shares of the Company. Additionally, 20,000 common shares were issued to John Pontius on July 14, 2025, on the exercise of his stock options.

(5) The options held by N. Eric Fier and Laurence Gaborit are fully-vested and governed by the terms of the amended and restated stock option plan of Goldsource Mines Inc., which the Company assumed upon closing of its acquisition of Goldsource Mines Inc. in July 2023.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value vested or earned during the financial year ended December 31, 2024, in connection with incentive plan awards granted to directors (who are not also NEOs)

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Name Option-Based Awards
- Value Vested
During The Year
($)(1)		 Share-Based Awards
- Value Vested
During The Year
($)		 Non-Equity Incentive
Plan Compensation -
Value Earned
During The Year
($)
John Hick Nil Nil Nil
Rael Lipson
former director		 Nil 211,094(2) Nil
John Pontius
former director		 Nil Nil Nil
Paul Jacobi Nil Nil Nil
Mario Caron Nil Nil Nil
N. Eric Fier Nil Nil Nil
Laurence Gaborit Nil Nil Nil

Note:

(1) No options vested during the financial year ended December 31, 2024.

(2) Due to the termination of services, Mr. Lipson had 70,600 DSUs vest which were settled on December 13, 2024, through the issuance of common shares of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company's compensation plans under which equity securities were authorized for issuance as at December 31, 2024, which included the Omnibus Plan and the Prior Option.

Plan Category

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)

Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)

Equity compensation plans approved by securityholders

1,805,050

$2.83

5,217,178

Equity compensation plans not approved by securityholders

Nil

Nil

Nil

TOTAL

1,805,050

$2.83

5,217,178

See "Particulars of Matters to be Acted Upon at the Meeting - Re-approval of Omnibus Plan" for a summary of the material terms of the Omnibus Plan.

Prior Option Plan

The following is a summary of the key provisions of the Prior Option Plan implemented by the Board on March 20, 2006, as amended January 30, 2017, in accordance with the rules of the TSXV. The following summary is qualified in all respects by the full text of the Prior Option Plan. Options previously granted under the Prior Option Plan will remain outstanding and governed by the terms of the Prior Option Plan, but no new Options will be granted thereunder.

Options granted under the Prior Option Plan are exercisable over periods of up to 10 years from the date of grant as determined by the Board and have an exercise price no less than the closing market price of the Company's shares prevailing on the day that the Option is granted. The Prior Option Plan contains no vesting requirements, but permits the Board to specify a vesting schedule in its discretion. The Prior Option Plan provides that if a change of control, as defined therein, occurs, all shares subject to the Options shall immediately become vested and may thereupon be exercised in whole or in part by the Option holder.

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If the optionee ceases to be an eligible person as a result of termination for cause of such optionee by the Company, any outstanding Option held by such optionee on the date of such termination, whether vested or not, shall be cancelled as of that date. If the optionee ceases to be an eligible person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company's retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the Option then held by the optionee shall be exercisable to acquire unissued option shares at any time up to but not after the earlier of the expiry date and the date which is 90 days (30 days if the optionee was engaged in investor relations activities) after the optionee or, the Board may, in its sole discretion if it determines such is in the best interests of the Company, extend the expiry date of the Option of an optionee to a later date within a reasonable period.

If the end of an Option period occurs during a blackout period imposed by the Company, such expiry shall be automatically extended to that date which is 10 business days after the end of the trading blackout.

Goldsource Option Plan

On July 3, 2024, in conjunction with the completion of the Goldsource Acquisition, the Company adopted Goldsource's Amended and Restated Option Plan, effective as of May 3, 2022 and amended on July 3, 2024 (the "Goldsource Option Plan"). Holders of Options previously granted under the Goldsource Option Plan were issued replacement options by the Company based on the 0.22 exchange ratio pursuant to the terms of the Goldsource Acquisition, which replacement options will continue to be governed by the terms and conditions of the Goldsource Option Plan until exercise, termination or expiry.  No new Options will be granted under the Goldsource Option Plan. The following is a summary of the key provisions of the Goldsource Option Plan.

The Goldsource Option Plan is now administered by the Board or a committee of the Board. The maximum aggregate number of common shares of the Company that may be issued pursuant to Options under the Goldsource Option Plan, together with the Prior Option Plan and the Omnibus Plan and any other equity compensation arrangements of the Company from time to time is 10% of the issued and outstanding common shares determined at the date of grant.

Options granted under the Goldsource Option Plan are exercisable over periods of up to 10 years from the date of grant, as was determined by the Goldsource board at the time of grant, and have an exercise price no less than the last closing price of Goldsource's common shares that prevailed on the TSXV prior to the date of grant, as adjusted under the terms of the Goldsource Acquisition. The Options are governed by vesting schedules as were determined by the Goldsource board, in its discretion, at the time of grant.

If an optionee ceases to be an eligible person under the terms of the Goldsource Option Plan, the Options held by such optionee shall be exercisable to acquire the underlying shares at any time up to the earlier of the expiry date and the date which is 90 after the optionee last ceases to be an eligible person.  In the event of the death of an optionee while in service to the Company or a subsidiary of the Company, each outstanding Option held by the optionee (to the extent then vested and not exercised) shall be exercisable until the earlier of (a) the expiration of one year following such death unless an earlier date is provided for in the option agreement or certificate and (b) the expiry of the Option period. Notwithstanding the foregoing, the Board, in its sole discretion, may determine to extend the expiry date of such Options to a later date not to exceed one year from the date the optionee ceases to be an eligible person.

If there is a takeover bid or tender offer made for all or any of the issued and outstanding common shares of the Company, then the Board or committee may, by resolution, permit all Options outstanding to become immediately exercisable in order to permit the shares issuable under such Options to be tendered to the offer. If for any reason the offer is not validly completed or all shares tendered are not validly taken up and paid for by the offeror, then the applicable Options will be reinstated as if they had not been exercised (and any exercise price paid will be returned) and such Options will continue to be governed under the Goldsource Option Plan as they were previous to such offer.

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If the end of an Option period occurs during a blackout period imposed by the Company, such expiry shall be automatically extended to that date which is 10 business days after the end of the trading blackout.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular, there was no indebtedness outstanding of any current or former director, executive officer or employee of the Company which is owing to the Company or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

(i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company; or

(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, in relation to a securities purchase program or other program.

CORPORATE GOVERNANCE DISCLOSURE

National Policy 58-201 - Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company, at least annually, reviews its own corporate governance practices in light of these guidelines to ensure that they are aligned. National Instrument 58-101 - Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Company's Board currently consists of seven directors, four of whom are independent based upon the tests for independence set forth in National Instrument 52-110 - Audit Committees ("NI 52-110"). Mario Caron, Laurence (Laurie) Gaborit, John Hick, Asheef Lalani are independent. Akiba Leisman is not independent as he is the CEO of the Company. The Board has determined that Paul Jacobi is not an independent director of the Company as a result of his position as a partner at Wexford, and N. Eric Fier is not considered an independent director as a result of having been an executive officer of a subsidiary of the Company (ie. Goldsource Mines Inc.) within the past last three years.

Board Committees

The Board currently has in place three standing committees, comprised of independent board members. The committees are listed below:

(1) Audit Committee (all independent directors);

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(2) Technical Committee (two independent directors and one non-independent director); and

(3) Compensation, Corporate Governance and Nominating Committee (all independent directors)

Management Supervision by Board

The Board, in conjunction with the Compensation, Corporate Governance and Nominating Committee, has determined that the current constitution of the Board is appropriate for the Company's current stage of development and operations. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent directors are, however, able to meet at any time without any members of management including the non-independent directors being present. Further supervision is performed through the Audit Committee which is composed of independent directors who meet with the Company's auditors without management being in attendance. The independent directors also have access to the Company's legal counsel as required, and its officers.

Risk Management

The Board is responsible for adoption of a strategic planning process, identification of principal risks and implementing risk management systems, succession planning and the continuous disclosure requirements of the Company under applicable securities laws and regulations.

The Audit Committee is responsible for the financial risk management items set out in the Audit Committee charter.

Participation of Directors in Other Reporting Issuers

 The following directors of the Company hold directorships in other reporting issuers as set out below:

Name of Director

Name of Other Reporting Issuers

Mario Caron

Falco Resources Ltd. (1)

Nathan Eric Fier

Coeur Mining, Inc. (2)

Laurence (Laurie) Gaborit

Gold Terra Resource Corp. (1)

Akiba Leisman

Bonterra Resources Inc. (1)

Sailfish Royalty Corp. (1)

Paul Jacobi

Bonterra Resources Inc. (1)

Asheef Lalani

Sailfish Royalty Corp. (1)

Note:

(1) Listed on the TSXV.

(2) Listed on the NYSE

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

1. information respecting the functioning of the Board, committees, and copies of the Company's corporate governance policies and charters and code of business ethics;

20

2. access to recent, publicly filed documents of the Company, technical reports and the Company's internal financial information and directors are expected to familiarize themselves with the information and materials available on the Company's website;

3. access to management and technical experts and consultants;

4. access to Company financial information, budgets and board meeting minutes; and

5. information regarding significant corporate and securities responsibilities.

Board members are encouraged to communicate with management, auditors and technical consultants, to keep themselves current with industry trends and developments and changes in legislation with management's assistance, and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records. As appropriate and as conditions permit, all directors are encouraged to visit the Company's principal operating sites and receive presentations from operating personnel.  The CEO, Chairman of the Board, Committee chairs and officers of the Company are required to make themselves available to all directors in a reasonable manner to provide information and answer questions as necessary. Management of the Company, and other officers, make presentations to the Board from time to time, consistent with their areas of function and covering topics and issues impacting the Company's business.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Board has adopted a Code of Conduct and Ethics and has instructed its management and employees to abide by the Code.

Nomination of Directors

The Board, with the assistance of the Compensation, Corporate Governance and Nominating Committee, has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates based on a variety of criteria, including the following:

1. Independence.

2. Appropriate professional skillsets and experience for the Company's business and operations.

3. Identified skillset and experience gaps on the Board.

4. Professional accomplishments and reputation, including prior board experience.

5. Leadership strategic thinking, and courage of convictions.

6. Culture of ethics, moral character, and candor.

7. Lack of material conflicts.

8. Ability to form constructive working relationships with board members and management.

9. Ability and willingness to commit the necessary time to prepare for, attend, and actively participate in board meetings, and to join board committees.

10. Diversity - geographic, ethnic, gender, professional and life experiences within the construct of Mako's Diversity Principles (as defined below).

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The Compensation, Corporate Governance and Nominating Committee views high moral and ethical character and lack of material conflicts are absolute requirements for all Board members and candidates, and a majority of the directors must be independent.  The Board, and individual members of the Board, must be willing to act, and act, at all times, in what they consider to be in the best interest of the Company and its shareholders. Mako seeks to establish a Board comprised of members who collectively exhibit professional, leadership, strategic, and personal qualifications appropriate to properly position the Company and maximize its value for Shareholders. In identifying suitable candidates for directorships the Compensation, Corporate Governance and Nominating Committee identifies, in consultation with the CEO and Chairman, skillsets, experience, and other criteria considered desirable in order to complement and strengthen the Board, and seeks input and recommendations from existing Board members as to possible candidates. The Compensation, Corporate Governance and Nominating Committee also seeks and considers input and recommendations from knowledgeable and reputable persons in the mining industry and markets in which Mako operates, as well as from other sources, from time to time as deemed appropriate. The Compensation. Corporate Governance and Nominating Committee conducts appropriate due diligence on candidates prior to making recommendations to the Board.  Such due diligence includes in depth interviews, reference checking, and appropriate third party consultations as appropriate.

Compensation of Directors and the CEO

The Compensation, Corporate Governance and Nominating Committee has the responsibility of establishing, and annually reviewing, approving and recommending to the Board, the Company's overall compensation strategy and policies for directors, officers and employees.  The Compensation, Corporate Governance and Nominating Committee reviews and makes recommendations to the Board with respect to the compensation arrangements for the directors, CEO and other members of senior management.

To determine compensation payable, the Compensation, Corporate Governance and Nominating Committee reviews compensation paid for directors and CEOs of companies of similar size and stage of development and operation in the mining industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation the Compensation, Corporate Governance and Nominating Committee annually reviews the performance of the CEO in light of the Company's objectives and consider other factors that may have impacted the success of the Company in achieving its objectives.

Assessments

The Board does not view formal assessments as being useful at this stage of the Company's size, development and operations. The Board conducts informal annual assessments of the Board's effectiveness, including the performance and effectiveness of the individual directors and each of its committees. 

Nomination and Assessment

The Board determines new nominees to the Board, with the assistance of the Compensation, Corporate Governance and Nominating Committee, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members and the CEO, including formal and informal discussions among Board members and the CEO.

The Company does not currently have a formal diversity policy in place regarding gender representation on the Board or in executive officer positions; however, the Board has adopted a set of diversity principles (the "Diversity Principles"). The Company believes in retaining the most qualified candidate for any position irrespective of gender, and recruitment efforts will continue to be governed by the principles set forth below.

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The Company does not discriminate on the basis of race, national or ethnic origin, colour, religion, sex, age or mental or physical disability, or any other prohibited grounds of discrimination set forth in applicable federal or provincial law or guidelines. Directors, officers, contractors, consultants and employees are retained on the basis of their background, skills, relevant experience, education and potential to contribute to the success of the Company. In addition, candidates for Board membership are evaluated based upon their independence, qualifications to act as directors and other qualities which the Board as a whole believes are appropriate to assist it in operating in an effective manner, with due regard for the benefits of diversity. Taken together, these diverse skills and backgrounds help to create a business environment that encourages a range of perspectives and fosters excellence in corporate governance, including the creation of shareholder value. Candidates for Board membership who are selected for nomination by the Board (or any committee of the Board established for such purpose from time to time) based on the foregoing criteria will be presented to shareholders for consideration without discrimination.

Expectations of Management

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives.

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Mandate

The primary function of the Audit Committee is to oversee the Company's accounting and financial reporting processes and the audit of the Company's financial statements. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

Composition

The Audit Committee shall be comprised of three directors as determined by the Board, each of whom shall meet the criteria for independence set forth in National Instrument 52-110 - Audit Committees and Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934 (the "Exchange Act") and be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee. No member of the Audit Committee can have participated in the preparation of the Company's or any of its subsidiaries' financial statements at any time during the past three years.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

23

The members of the Audit Committee shall be elected by the Board at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board, the members of the Audit Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Audit Committee shall meet a least quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the CFO and the independent auditors in separate sessions.

The Corporate Secretary shall be the Committee Secretary unless otherwise determined by the Committee. Committee meetings and proceedings must be duly documented, filed, kept and shall be maintained with the records of the Company.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

 Documents/Reports Review

(a) Review and update the Audit Committee Charter annually.

(b) Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the independent auditors.

 Independent Auditors

(a) (1) Select and retain an independent registered public accounting firm to act as the Company's independent auditors for the purpose of auditing the Company's annual financial statements, books, records, accounts and internal controls over financial reporting, subject to ratification by the Company's stockholders of the selection of the independent auditors, (2) set the compensation of the Company's independent auditors, (3) oversee the work done by the Company's independent auditors, and (4) terminate the Company's independent auditors, if necessary.

(b) Select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

(c) Obtain annually, a formal written statement of independent auditors setting forth all relationships between the independent auditors and the Company and any of its subsidiaries, consistent with Independence Standards Board Standard 1.

(d) Review and discuss with the independent auditors any disclosed relationships or services that may impact the objectivity and independence of the independent  auditors.

(e) Take appropriate action to oversee the independence of the independent auditors.

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(f) At each meeting, consult with the independent auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.

(g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former independent auditors of the Company.

(h) Review with management and the independent auditors the audit plan for the year-end financial statements and intended template for such statements.

(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors.  The pre-approval requirement is waived with respect to the provision of non-audit services if:

(1) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its independent auditors during the fiscal year in which the non-audit services are provided;

(2) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

(3) such services are promptly brought to the attention of the Audit Committee by the Company and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee.

Financial Reporting Processes

(a) In consultation with the independent auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

(b) Consider the independent auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the independent auditors and management.

(d) Review significant judgments made by management in the preparation of the financial statements and the view of the independent auditors as to appropriateness of such judgments.

(e) Following completion of the annual audit, review separately with management and the independent auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the independent auditors in connection with the preparation of the financial statements.

(g) Review with the independent auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

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(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

(j) Establish and oversee procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

 Risk Management

(a) Review, at least annually, and more frequently, if necessary, the Company's policies for risk assessment and risk management (the identification, monitoring, and mitigation of risks).

(b) Inquire of management and the independent auditor about significant business, political, financial and control risks or exposure to such risk.

(c) Request the independent auditor's opinion of management's assessment of significant risks facing the Company and how effectively they are being managed or controlled.

(d) Assess the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board.

 Related Party Transactions

If requested by the Chief Financial Officer, review and oversee any transaction with a related party (as defined in Multilateral Instrument 61-101 - Protection of Minority Special Transactions), and any other potential conflict of interest, and approve, ratify or disapprove such transaction, as applicable, in accordance with Company's Related Party Transactions Policy.

 Other

The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel, accountants and such other experts and advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of any outside counsel and other advisors.

The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to the Company's independent auditors, any other accounting firm engaged to perform services for the Company, any outside counsel and any other experts or advisors to the Committee.

The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.

The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

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Composition of the Audit Committee

The following are the members of the Audit Committee:

John Hick (Chair) Independent(1) Financially literate(1)
Mario Caron Independent(1) Financially literate(1)
Asheef Lalani Independent(1) Financially literate(1) 

 Note:

(1) As defined in NI 52-110.

Audit Committee Member Education and Experience

John Hick (Chair) - Mr. Hick has considerable experience in both senior management and director capacities with a number of public companies over the last 42 years, prior to which he was actively engaged in the practice of law in Ontario.  Mr. Hick is currently President and Chief Executive Officer of his own consulting firm, John W. W. Hick Consultants Inc.  During his career, he has also been the President and/or Chief Executive Officer of the following public companies where he has direct involvement in and responsibilities for the financial results and reporting of such companies: Medoro Resources Ltd., Grafton Group Limited, TVX Gold Inc., Geomaque Explorations Ltd., Defiance Mining Corporation and Rio Narcea Gold Mines Ltd.  In addition to serving as a director, he has served on the audit committees of a number of public companies.

Mario Caron - Mr. Mario Caron is a mining executive with over 40 years of experience in the mining industry in senior executive and board positions. His experience was gained nationally and internationally.  During his career, Mr. Caron served on several audit committees and is currently a member of the audit committee of Falco Resources Ltd., a TSXV listed company.  Mr. Caron received his Bachelor of Engineering, Mining at McGill University and is a retired member of the Ordre des ingénieurs du Québec and the Association of Professional Engineers of Ontario.

Asheef Lalani - Mr. Asheef Lalani is a CFA charterholder and previously qualified as a chartered accountant, and holds a Bachelor of Mathematics (honours) in math accountancy and a Master of Accounting from the University of Waterloo. Mr. Lalani is currently chief investment officer at Canadian-based family office Berczy Park Capital and a director at Sailfish Royalty Corp., and has previously held various positions in Toronto and New York at UBS Securities, and was previously a senior audit associate at PricewaterhouseCoopers LLP.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemptions in Section 2.4, 6.1 or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. 

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "Audit Committee Charter - Responsibilities and Duties - Independent Auditors".

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External Auditors Service Fees (By Category)

The aggregate fees billed by the Company's independent auditors in each of the last two fiscal years ended December 31, 2024 and 2023 for audit fees are as follows:

 
Financial Year
Ending
Audit Fees(1)
Audit Related
Fees(2)
Tax Fees(3)
All Other Fees(4)
December 31, 2024 US$367,675 US$54,130 US$55,786 US$64,568
December 31, 2023 US$306,060 US$80,775 US$36,013 US$104,686

Notes:

(1) The aggregate fees billed by the Company's auditors for audit fees in connection with the audit of the Company's annual consolidated financial statements.

(2) The aggregate fees billed for assurance and related services by the Company's auditors that are reasonably related to the performance of the audit or review of the Company's financial statements and are not disclosed in the 'Audit Fees' column.

(3) The aggregate fees billed for professional services rendered by the Company's auditors for tax compliance, tax advice and tax planning.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Number of Directors

The articles of the Company (the "Articles") provide that the number of directors of the Company must be the greater of three and the most recent number of directors elected by ordinary resolution. It is proposed that the number of directors to be elected at the Meeting be fixed at seven (7).

The Board recommends that Shareholders vote FOR fixing the number of directors of the Company at seven (7). To be effective, the resolution must be approved by a majority of votes (at least 50% plus one) cast by Shareholders who vote in person or by proxy at the Meeting. The management representatives named in the enclosed form of proxy intend to vote FOR a resolution to fix the number of directors of the Company at seven (7), unless the Shareholder has specified in the Shareholder's proxy that the Shareholder's shares are to be voted against such resolution.

Election of Directors

The Board presently consists of seven directors and Shareholders have been asked to fix the number of directors at seven (7), and to elect seven directors. The directors of the Company are elected at each annual general meeting and hold office until the next annual meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Pursuant to the advance notice provisions in Section 10.10 of the Articles (the "Advance Notice Provisions"), adopted by the Board on July 13, 2020 and approved by the Shareholders on August 27, 2020, any additional director nominations for the Meeting must be received by the Company in compliance with the Advance Notice Provisions no later than the close of business on September 1, 2025, being 30 days prior to the date of the Meeting.

The Board has adopted a Majority Voting Policy effective July 13, 2020 (the "Majority Voting Policy"). Pursuant to the Majority Voting Policy, shareholders shall vote in favour of, or to withhold from voting, separately for each nominee. In an uncontested election of directors of the Company, each director must be elected by the vote of a majority of the shares represented, and if any director nominee receives a greater number of votes "withheld" from his or her election than votes "for" such election, that director shall promptly submit his or her resignation to the Chair for consideration following the meeting. The Board must consider the offer of resignation and whether to accept it within 90 days following the meeting. Absent exceptional circumstances, the Board shall accept the resignation. If a resignation is accepted, the Board may, in accordance with the BCBCA and the Company's Articles and previously passed shareholders' resolutions, appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board, within the minimum and maximum number, if any, of directors fixed under the Company's Notice of Articles. If a director does not tender his or her resignation in accordance with the Majority Voting Policy, the Board will not re-nominate that director at the next election.

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Management of the Company proposes to nominate each of the following persons for election as a director Information concerning each nominee, as furnished by the individual nominees, is as follows:



Name, Jurisdiction of
Residence and Position
Principal Occupation or employment

Service as a
Director		 Number of Common Shares
Beneficially Owned,
Controlled or Directed,
Directly or Indirectly (4)
Mario Caron(1)(3)
Ontario, Canada
Director		 Corporate Director since June 5, 2020 10,000
Nathan Eric Fier(3)
British Columbia, Canada
Director and Non-Executive Chairman		 Chief Executive Officer of SilverCrest Metals Inc., a mineral exploration and production company since 2015; and President of Maverick Mining Consultants Inc., a management consulting company since July 2001; Former Executive Chairman of Goldsource Mines Inc. from January to July 2024 since July 3, 2024 482,596
Laurence (Laurie) Gaborit(2)(3)
Ontario, Canada
Director		 Vice President, Investor Relations of Dore Copper Mining Corp, (a mineral exploration and development company) since September 2020; Chief Executive Officer of LG IRServices Inc., an investor relations consulting firm, since July 2019; Vice President, Investor Relations of Dore Copper Mining Corp.. a mineral exploration and development company, since September 2020; Vice President, Investor Relations of Detour Gold Corporation, (a mineral exploration and production company from January 2007 to June 2019 since July 3, 2024 Nil
John Hick(1)(2)
Ontario, Canada		 Corporate Director since November 9, 2018 31,250
Paul Jacobi
Connecticut, USA
Director		 Partner at Wexford Capital LP, a private investment firm
 		 since July 29, 2019 Nil
Akiba Leisman(3)
Connecticut, USA
Director and CEO		 CEO of the Company since July 11,
2014		 1,417,772
Asheef Lalani(1)(2)
Ontario, Canada
Director		 Chief investment officer at Berczy Park Capital since July 2, 2025 459,096

Notes:

(1) Member of the Audit Committee. John Hick is currently Chair.

(2) Member of the Compensation, Corporate Governance and Nominating Committee. Asheef Lalani is currently Chair.

(3) Member of the Technical Committee. Mario Caron is currently Chair.

(4) The information as to the number of shares beneficially owned or over which control or direction is exercised has been furnished by the respective nominee.

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No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the company acting solely in such capacity.

Other than as described below, to the knowledge of the Company, no proposed director:

(a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, CEO or CFO of any company (including the Company) that:

(i) was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or

(b) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

On November 15, 2023, the Superior Court of Québec issued an initial order under the Companies' Creditors Arrangement Act ("CCAA") in respect of Monarch Mining Corporation ("Monarch"), a publicly listed company of which Laurie Gaborit was a director. Monarch was subsequently placed under the protection of the CCAA. Ms. Gaborit resigned her position as director of Monarch on November 15, 2023, following the announcement.

Reappointment of Auditor

PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia, are the auditors of the Company.

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The Board recommends that Shareholders vote FOR the reappointment of PricewaterhouseCoopers LLP. To be effective, the resolution must be approved by a majority of votes (as least 50% plus one) cast by Shareholders who vote in person or by proxy at the Meeting.  The management representatives named in the enclosed form of proxy intend to vote FOR a resolution to appoint PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year, at a remuneration to be fixed by the Board, unless the Shareholder has specified in the Shareholder's proxy that the Shareholder's shares are to be withheld from voting on the reappointment of auditors.

Re-Approval of Omnibus Plan

The following is a summary of the key provisions of the Omnibus Plan implemented by the Board on June 29, 2021, as ratified and confirmed by the Shareholders on August 19, 2021, and amended by the Board on June 10, 2022 and last approved by the Shareholders on September 30, 2024. The Omnibus Plan is re-approved annually by Shareholders in accordance with the rules of the TSXV. The following summary is qualified in all respects by the full text of the Omnibus Plan, a copy of which is included in Appendix "A" to this Information Circular. Capitalized terms used in this section and not otherwise defined have the meaning ascribed to them in the Omnibus Plan.

Purpose

The purpose of the Omnibus Plan is: (a) to increase the interest in the Company's welfare of those employees, executive officers, directors and Consultants (who are considered "Eligible Participants" (as defined herein) under the Omnibus Plan), who share responsibility for the management, growth and protection of the business of the Company or a subsidiary of the Company; (b) to provide an incentive to such Eligible Participants to continue their services for the Company or a subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or a subsidiary are necessary or essential to its success, image, reputation or activities; (c) to reward Eligible Participants for their performance of services while working for the Company or a subsidiary; and (d) to provide a means through which the Company or a subsidiary may recruit and retain key talent for the Company.

Types of Awards

The Omnibus Plan provides for the grant of Options, RSUs and DSUs. All Awards are granted by an agreement or other instrument or document evidencing the Award granted under the Omnibus Plan (an "Award Agreement").

Plan Administration

The Omnibus Plan is administered by the Board, which may delegate its authority to a committee or plan administrator or trustee. Subject to the terms of the Omnibus Plan, applicable law and the rules of the TSXV or such other stock exchange on which the Company's shares may be listed from time to time, the Board (or its delegate) will have the power and authority to: (a) designate the Eligible Participants who will receive Awards (an Eligible Participant who receives an Award, a "Participant"), (b) designate the types and amounts of Awards to be granted to each Participant, (c) designate the number of shares to be covered by each Award, (d) determine the terms and conditions of any Award, including any vesting conditions or conditions based on performance of the Company or of an individual ("Performance Criteria"), provided that while the Company's shares are listed on the TSXV, no Award (other than Options or securities issued pursuant to a stock purchase plan), may vest before the date that is one year following the date the Award is granted or issued, provided that this requirement may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the provisions hereof in connection with a Change of Control, take-over bid, reverse take-over or other similar transaction; (e) subject to the terms of the Omnibus Plan and the rules of the Stock Exchange, determine whether and to what extent Awards will be settled in cash or shares (including shares that may be purchased in the secondary market by an administrator or trustee for delivery to a Participant), or both; (f) to interpret and administer the Omnibus Plan and any instrument or agreement relating to it, or Award made under it; and (g) make such amendments to the Omnibus Plan and Awards made under the Omnibus Plan as are permitted by the Omnibus Plan and the rules of the applicable stock exchange.

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Shares Available for Awards

Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares of the Company available for issuance under the Omnibus Plan and any other share compensation arrangement, including the Prior Option Plan and the Goldsource Option Plan (each of which is inactive and solely remains in place to govern the legacy awards that remain outstanding thereunder), will not exceed 10% of the Company's issued and outstanding shares from time to time. As of the Record Date, there were 2,655,993 shares reserved for issuance pursuant to Awards granted under the Omnibus Plan, which represents 3.32% of the outstanding shares and 561,000 shares reserved for issuance pursuant to awards granted under the Goldsource Option Plan (as adjusted under the Goldsource Acquisition), which represent 0.7% of the outstanding shares, for a combined total of 3,216,933 outstanding shares reserved under all equity incentive plans, which represents 4.02% of the outstanding shares. There are an additional 4,793,283 shares currently available for issue under the Omnibus Plan, representing 5.98% of the outstanding shares.

The Omnibus Plan is considered to be an "evergreen" plan as shares of the Company covered by Awards which have been exercised or settled, as applicable, and Awards which expire or are forfeited, surrendered, cancelled or otherwise terminated or lapse for any reason without having been exercised, will be available for subsequent grant under the Omnibus Plan and the number of Awards that may be granted under the Omnibus Plan increases if the total number of issued and outstanding shares of the Company increases.

Grant Limits

The Omnibus Plan provides the following limitations on grants:

(a) The maximum number of shares issuable pursuant to the Omnibus Plan and any other Share Compensation Arrangement (which includes the Prior Option Plan), shall not exceed 10% of the issued and outstanding shares from time to time (calculated on a non-diluted basis).

(b) The maximum number shares issuable to Participants who are Insiders, together with shares reserved under any other Share Compensation Arrangement, shall not exceed ten percent (10%) of the issued and outstanding shares from time to time (calculated on a non-diluted basis).

(c) The maximum number of shares issued to Participants who are Insiders within any one-year period shall not exceed ten percent (10%) of the issued and outstanding shares from time to time from time to time (calculated on a non-diluted basis).

(d) Subject to the shares of the Company being listed on the TSXV, (i) the maximum number of shares issuable to any one Participant under Awards in a 12-month period shall not exceed 5% of the outstanding shares from time to time (unless requisite disinterested shareholder approval has been obtained to exceed); (ii) the maximum number of shares issuable to any one consultant in a 12-month period shall not exceed 2% of the outstanding shares from time to time; and (iii) Investor Relations Service Providers (within the meaning of the policies of the TSXV) may only be granted Options under an Award and the maximum number of shares issuable to all Investor Relations Service Providers under any Options awarded shall not exceed 2% of the outstanding share from time to time in any 12-month period, in each case measured as of the date of grant of an Award.

32

Eligible Participants

Any employee, executive officer, director or Consultant of the Company or any of its subsidiaries is an "Eligible Participant" and considered eligible to be selected to receive an Award under the Omnibus Plan, provided that only directors and executive officers are eligible to receive DSUs. Eligibility for the grant of Awards and actual participation in the Omnibus Plan is determined by the Board or its delegate.

Description of Awards

Options

An Option is a stock option granted by the Company to a Participant entitling such Participant to acquire a designated number of shares from treasury at an exercise price set at the time of grant (the "Option Price"). Options are exercisable, subject to vesting criteria established by the Board at the time of grant, over a period as established by the Board from time to time which shall not exceed 10 years from the date of grant. Any Options granted to any Investor Relations Service Provider must vest in stages over a period of not less than 12 months, in accordance with the vesting restrictions set out in Section 4.4(c) of Policy 4.4 of the TSX Venture Exchange. If the expiration date of an Option falls within a black-out period the expiration date will be extended to the date which is ten business days after the end of the black-out period, which may be after the date that is 10 years from the date of grant. The Option Price shall not be set at less than the volume weighted average trading price of the shares on the applicable stock exchange for the five trading days immediately preceding the date of the grant. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include Performance Criteria related to corporate or individual performance. The Omnibus Plan also permits the Board to grant an option holder, at any time, the right to deal with such Option on a cashless exercise basis or to receive a cash payment equal to the difference between the market price of the shares on the day immediately prior to the date of the exercise of the cashless exercise right, and the Option Price (less applicable withholding taxes), subject to the rules of the applicable stock exchange on which the shares are listed from time to time.

The Board may grant Options to U.S. Participants that are qualified incentive stock options ("ISOs") for the purposes of Section 422 of the United States Internal Revenue Code of 1986. ISOs may only be granted to employees of the Company or a subsidiary of the Company. Although the Board has the ability to grant ISOs under the terms of the Omnibus Plan, it has not granted any ISOs to-date and has no current intention to grant ISOs at this time.

Restricted Share Units

An RSU is an Award in the nature of a bonus for services rendered that, upon settlement, entitles the recipient to receive shares as determined by the Board or, subject to the provisions of the Omnibus Plan, to receive the Cash Equivalent or a combination thereof. Pursuant to the Omnibus Plan, RSUs cannot vest before the date that is one year following the date the RSU is granted or issued, provided that the requirement may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the provisions of the Omnibus Plan in connection with a Change of Control, take-over bid, reverse take-over or other similar transaction. RSUs that are subject to Performance Criteria may not become fully vested prior to the expiry of the restricted period.  RSUs expire no later than December 31 of the calendar year which commences three years after the calendar year in which the performance of services for which the RSU was granted, occurred.  An RSU may be forfeited if conditions to vesting are not met. The Board, in its discretion, may award dividend equivalents with respect to Awards of RSUs. Such dividend equivalent entitlements will not be available until the RSUs are vested and paid out.

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Deferred Share Units

A DSU is an Award attributable to a person's duties as a director or executive officer that, upon settlement, entitles the recipient to receive such number of shares as determined by the Board (subject to the rules of the applicable stock exchange on which the shares are listed from time to time), or to receive the cash equivalent or a combination thereof, as the case may be, and is payable after termination of the recipient's service with the Company. Participants may elect annually to receive a percentage of their annual base compensation in DSUs. In addition, the Board may award such additional DSUs to a director or executive officer as the Board deems advisable to provide the Participant with appropriate equity-based compensation for the services he or she renders to the Company. Pursuant to the Omnibus Plan, DSUs cannot vest before the date that is one year following the date the DSU is granted or issued, provided that the requirement may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the provisions of the Omnibus Plan in connection with a Change of Control, take-over bid, reverse take-over or other similar transaction. The Board, in its discretion, may award dividend equivalents with respect to Awards of DSUs. DSUs must be settled no later than December 31 of the calendar year following the year in which the recipient of the DSU ceased to be a director, officer or employee of the Company.

Effect of Termination on Awards

Unless otherwise provided for in an Award Agreement or determined by the Board on an individual basis, in the event of the Participant's:

(a) Voluntary Resignation: All of the Participant's unvested Awards are immediately forfeited on the termination date, and any vested Options remain exercisable until the earlier of, unless otherwise determined by the Board, in its sole discretion, thirty (30) days following the termination date and the expiry date of the Option;

(b) Termination for Cause: All of the Participant's vested and unvested Options immediately terminate, and all unvested RSUs are immediately forfeited on the termination date;

(c) Termination not for Cause: All of the Participant's unvested Options immediately terminate and any vested Options remain exercisable until the earlier of, unless otherwise determined by the Board, in its sole discretion, ninety (90) days following the termination date and the expiry date of the Option. All unvested RSUs are immediately forfeited on the termination date;

(d) Termination due to Disability or Retirement: All unvested RSUs are immediately forfeited on the termination date. Any vested Options remain exercisable until the earlier of ninety (90) days following the vesting date of the Option and the expiry date of the Option;

(e) Termination Due to Death: The Participant's unvested RSUs are immediately terminated upon the death of a Participant, and any vested Options remain exercisable by the Participant's beneficiary until the earlier of 12 months following the termination date and the expiry date of the Option; or

(f) Termination in Connection with a Change of Control: If, after a Change of Control (described below), (i) a Participant who was also an officer or employee of, or a consultant to, the Company prior to the Change of Control, has their position, employment or consulting agreement terminated, or the Participant is constructively dismissed, or (ii) a director on or during the 12-month period immediately following a change in control, then all of the Participant's unvested RSUs immediately vest and shall be paid out, or in the case of Options shall vest and become exercisable. Any Options that become exercisable in these circumstances shall remain exercisable until the earlier of ninety (90) days following the termination date and the expiry date of the Option.

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Change of Control

In the event of a Change of Control (as described in the Omnibus Plan) the Board will have the power, in its sole discretion, to modify the terms of this Plan and/or the Awards to assist the Participants to tender into a take-over bid or participate in any other transaction leading to a Change of Control.

Assignment

No Award or other benefit payable under the Omnibus Plan shall, except as otherwise provided by law or specifically approved by the Board, be transferred, sold, assigned, pledged or otherwise disposed in any manner other than by will or the law of descent.

Termination and Amendment

The Board may suspend or terminate the Omnibus Plan at any time.

Pursuant to the Omnibus Plan, the Board may from time to time, in its absolute discretion and without approval of the shareholders of the Company amend any provision of the Omnibus Plan or any Award, subject to any regulatory or stock exchange requirement at the time of such amendment, including, without limitation:

(a) any amendment to the general vesting provisions, if applicable, of the Awards or the Omnibus Plan;

(b) any amendment regarding the effect of termination of a Participant's employment or engagement;

(c) any amendment which accelerates the date on which any Option may be exercised under the Omnibus Plan;

(d) any amendment necessary to comply with applicable law or the requirements of the stock exchange or any other regulatory body;

(e) any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan, correct any grammatical or typographical errors or amend the definitions in the Omnibus Plan;

(f) any amendment regarding the administration of the Omnibus Plan;

(g) any amendment to add provisions permitting the grant of Awards settled otherwise than with shares issued from treasury, a form of financial assistance or clawback, and any amendment to a provision permitting the grant of Awards settled otherwise than with shares issued from treasury, a form of financial assistance or clawback which is adopted; and

(h) any other amendment that does not require the approval of the shareholders of the Company, as provided below.

Notwithstanding the foregoing, no such amendment shall alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Omnibus Plan, and the Board shall be required to obtain shareholder approval to make the following amendments:

(a) any increase to the maximum number of shares issuable under the Omnibus Plan (either as a fixed number or a fixed percentage of the outstanding shares), except in the event of an adjustment provided for in the Omnibus Plan;

35

(b) any amendment that extends the term of Options beyond the original expiry date that benefits an Insider of the Company;

(c) any amendment which extends the expiry date of any Award, or the Restriction Period, or the Performance Period of any RSU beyond the original expiry date or Restriction Period or Performance Period that benefits an Insider of the Company;

(d) except in the case of an adjustment provided for in the Omnibus Plan, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price;

(e) any amendment which increases the maximum number of shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the Omnibus Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment provided for in the Omnibus Plan;

(f) any amendment to the definition of an Eligible Participant under the Omnibus Plan; and

(g) any amendment to the amendment provisions of the Omnibus Plan.

Clawback

Any Award or the proceeds from the exercise of an Award will be subject to clawback if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (ii) any policy adopted by the Company applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Omnibus Plan.

Omnibus Plan Resolution

At the Meeting, Shareholders will be asked to pass an ordinary resolution substantially in the following form (the "Omnibus Plan Resolution"):

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. the Omnibus Plan, as described in the Information Circular dated August 18, 2025, which provides for the rolling grant of Awards to acquire common shares of the Company from time to time, including all amendments thereto, is hereby authorized and approved; and

2. any officer or director of the Company be and is hereby authorized for and on behalf of the Company to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual's discretion for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

The Board recommends that Shareholders vote FOR the Omnibus Plan Resolution. To be effective, Omnibus Plan Resolution must be approved by a majority of the votes (at least 50% plus one) cast by shareholders who vote in person or by proxy at the Meeting. The management representatives named in the enclosed form of proxy intend to vote FOR the Omnibus Plan Resolution, unless a Shareholder specifies in its proxy that its shares are to be voted against such resolution.

36

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed in this Information Circular, no director or executive officer of Mako who has held such position at any time since the beginning of the financial year ended December 31, 2024, or any associate or affiliate thereof, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of Mako, proposed director of Mako, or any associate or affiliate of any informed person or proposed director, has or had any material interest, direct or indirect, in any transaction since January 1, 2024, or in any proposed transaction that has materially affected or could materially affect Mako or any of its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found under the Company's profile on SEDAR+ at www.sedarplus.ca. Additional financial information is provided in the Company's comparative annual consolidated financial statements and management's discussion and analysis for the year ended December 31, 2024, which can be found under the Company's profile on SEDAR+ at www.sedarplus.ca or on the Company's website at www.makominingcorp.com/investors/financial-reports. Shareholders may also request these documents from the Company by e-mail at info@makominingcorp.com.

MAKO DIRECTORS' APPROVAL

The contents and the sending of this Information Circular have been approved by Board of Mako.

DATED this 19th day of August 2025.

 

 

BY ORDER OF THE BOARD OF
DIRECTORS OF MAKO MINING CORP.
 

"Akiba Leisman"

 

 

Akiba Leisman
Chief Executive Officer and Director

37

APPENDIX "A"

OMNIBUS PLAN

See attached.

 

August 22nd, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Reports Second Quarter 2025 Financial Results, Including Record Adjusted EBITDA of US$21.3 million, a Record Increase In Cash of US$18.2 million and EPS of US$0.11/share from 11,476 oz Gold Sold at US$3,323/oz

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide financial results for the three and six months ended June 30, 2025 ("Q2 2025"). All dollar amounts referred to herein are expressed in United States dollars unless otherwise stated.

The Company's financial results for Q2 2025 reflect record gold sales from its San Albino and Moss Mine of $38.7 million (vs. $28.3 million in Q2 2024), which generated $16.9 million in Mine Operating Cash Flow (1) (4), $21.3 million in Adjusted EBITDA(1), and $8.8 million in Net Income. The Company sold 11,476 oz of gold at an average price of $3,323/oz with a $1,509 Cash Cost and $1,668 All-In Sustaining Cost ("AISC") ($/oz sold). (1) (2)

Q2 2025 Mako Mining Highlights

Financial

Growth

1

Subsequent to June 30th, 2025

Akiba Leisman, Chief Executive Officer, states that "Q2 was another strong quarter for Mako, with record Adjusted EBITDA of US$21.3 million, a record increase in cash of US$18.2 million, and EPS of US$0.11/share while generating industry leading ROE and ROA of 33.9% and 23.5%, despite only having one of our three assets in commercial production. We sold a total of 11,476 ounces for the quarter, and 22,293 ounces for the first half of 2025, of which 19,985 ounces were attributable to San Albino. The second half of 2025 will have similar production rates for San Albino, weighted towards Q4 2025, which is currently scheduled to be a record for the Company. Additionally, mining will recommence at Moss at the end of August now that previously delayed equipment from our mining contractor has started to arrive at site. Therefore, the second half of 2025 will be heavily weighted towards Q4. Meanwhile, we continue to advance the Eagle Mountain project in Guyana so that we can submit our Environmental Impact Assessment early in Q1 2025 in preparation for a construction decision."

Table 1 - Revenue Mako Mining Corp.

 

Table 2 - Operating San Albino and Financial Data Mako Mining Corp.

 

2

Table 3 - EBITDA Reconciliation

Chart 1

Q2 2025 - Mine OCF Calculation and Cash Reconciliation (in $ million)

3

Chart 2

Twelve Trailing Months (TTM) - Mine OCF Calculation and Cash Reconciliation (in $ million)

End Notes

1) Refers to a Non-GAAP financial measure within the meaning of National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosure ("NI 52-112"). Refer to information under the heading "Non-GAAP Measures" as well as the reconciliations later in this press release.

2) Refers to a Non-GAAP ratio within the meaning of NI-52-112. Refer to information under the heading "Non-GAAP Measures" later in this press release.

3) Realized price before deductions from Sailfish gold streaming agreement.

4) Refer to "Chart 1 & 2 - Mine OCF Calculation and Cash Reconciliation (in $ millions)" for a reconciliation of the beginning and ending cash position of the Company, including OCF.

5) Includes Repayment Silver Loan, Wexford Loan, Wexford Bridge Loan related to Goldsource Acquisition, other lease payments and a release of US$1.5 million from Trisura Guarantee insurance Company held as collateral for various environmental bonds held at the Moss Mine

For complete details, please refer to condensed interim consolidated financial statements and the associated management discussion and analysis for the three and six months ended June 30, 2025, available on SEDAR+ (www.sedarplus.ca) or on the Company's website (www.makominingcorp.com).

4

Non-GAAP Measures

The Company has included certain non-GAAP financial measures and non-GAAP ratios in this press release such as EBITDA, Adjusted EBITDA, Mine Operating Cash Flow cash cost per ounce sold, total cash cost per ounce sold, AISC per ounce sold. These non-GAAP 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. In the gold mining industry, these are commonly used performance measures and ratios, but do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to other issuers. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, 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 obligation 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.

"Cash costs per ounce sold" is calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration cost.

"AISC per ounce sold" includes total cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain 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 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.

"Mine OCF" represents operating cash flow, excluding Nicaraguan taxes and royalties, changes in non-cash working capital and exploration expense

"ROE" is calculated by dividing the twelve trailing months Net Income by the average shareholder's equity. The average shareholder's equity is calculated by adding the total equity at the end of the period to the total equity at the beginning of the period and dividing by two.

"ROA" is calculated by dividing the twelve trailing months Net Income by the average total assets. The average total assets is calculated by adding the total assets at the end of the period to the total assets at the beginning of the period and dividing by two.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

5

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. In addition, Mako also owns the Moss Mine in Arizona, an open pit gold mine in northwestern Arizona. Mako also holds a 100% interest in the Eagle Mountain Project in Guyana, South America, currently in the PEA-stage and undergoing engineering, environmental studies and mine permitting.

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

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, management's expectation that the Moss mine will be a substantial cash flowing mine when full scale mining operations begin in September 2025 and the expectation that 2025 will show the results from the work performed by the Company in 2024. 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new record production numbers; unanticipated costs; the October 24, 2022 measures having impacts on business operations not currently expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 regarding the Company's Q2 2025 and full year 2024 financial results and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

 

6

 

 

CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

For the three and six months ended June 30, 2025

(Unaudited)

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Expressed in thousands of United States dollars
(Unaudited)

As at   Note     June 30,
2025		     December 31,
2024		  
ASSETS                  
Current                  
Cash and cash equivalents       $ 28,594   $ 14,521  
Receivables, prepaids and other assets   7     2,882     1,733  
Inventories   8     23,488     11,087  
Gold stream derivative asset         19     33  
Total current assets         54,983     27,374  
                   
Inventories   8     10,541     9,711  
Other assets   7     344     235  
Restricted cash   6(a)     1,758     -  
Mining interest, plant and equipment   9     76,699     69,762  
TOTAL ASSETS       $ 144,325   $ 107,082  
LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current liabilities                  
Accounts payable and accrued liabilities   10   $ 15,431   $ 14,798  
Term loans and derivative liabilities   11     312     1,803  
Deferred gain on sale of mineral interest   11     301     -  
Total current liabilities         16,044     16,601  
                   
Accrued liabilities   10     1,247     1,165  
Provision for reclamation and rehabilitation   12     19,330     4,363  
Deferred income taxes   19     5,755     3,224  
Deferred gain on sale of mineral interest   11     555     -  
Term loans and derivative liabilities   12     4,944     4,806  
Total liabilities         47,875     30,159  
                   
Shareholders' equity                  
Share capital   13     124,707     121,778  
Contributed surplus   13     15,641     16,321  
Accumulated other comprehensive income         2,480     2,837  
Deficit         (46,378 )   (64,013 )
Total shareholders' equity         96,450     76,923  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $ 144,325     107,082  

Events after the reporting period (Note 21)

Contingency (Note 6)

Commitment (Note 9 (b))

Approved by the Board of Directors on August 19, 2025

"John Hick", Audit Committee Chair "Akiba Leisman", Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

1 | Page
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Expressed in thousands of United States dollars
(Unaudited)

          For the three months     For the six months  
          ended June 30,     ended June 30,  
    Note     2025     2024     2025     2024  
Revenue       $ 38,709   $ 28,063   $ 70,484   $ 47,224  
Production services revenue   14(c)(ii)     6     215     19     263  
          38,715     28,278     70,503     47,487  
Cost of sales                              
Production costs         (17,315 )   (9,763 )   (30,719 )   (17,712 )
Depreciation, depletion and amortization         (2,413 )   (1,952 )   (4,014 )   (4,150 )
          (19,728 )   (11,715 )   (34,733 )   (21,862 )
Gross profit         18,987     16,563     35,770     25,625  
Exploration and evaluation expenses         (2,209 )   (179 )   (3,739 )   (875 )
General and administrative expenses   17     (2,603 )   (3,023 )   (4,304 )   (4,816 )
Other income (expense)                              
Accretion and interest expense   18     (421 )   (254 )   (703 )   (385 )
Change in fair value of derivative liability   11(b)(c)     8     (925 )   (261 )   (1,300 )
Loss on gold stream derivative asset         (3 )   (260 )   (14 )   (250 )
Loss on settlement of reclamation liability   12(b)     -     -     -     (94 )
Gain on elimination of Contingent Consideration   6 (b)     1,000     -     1,000     -  
Foreign exchange gain (loss)         1,025     (47 )   506     (135 )
Interest income         13     23     17     37  
Income before income taxes         15,797     11,898     28,272     17,807  
Income tax expense   19     (4,448 )   (3,130 )   (7,498 )   (3,690 )
Deferred tax expense   19     (2,531 )   -     (2,531 )   -  
Income for the period       $ 8,818   $ 8,768   $ 18,243   $ 14,117  
Other comprehensive income                              
Income for the period         8,818     8,768     18,243     14,117  
Items subject to reclassification into statement of income:                              
Foreign currency translation adjustment         (868 )   16     (357 )   109  
Other comprehensive income for the period         (868 )   16     (357 )   109  
Comprehensive income for the period       $ 7,950   $ 8,784   $ 17,886   $ 14,226  
Basic income per common share       $ 0.11   $ 0.13   $ 0.23   $ 0.22  
Diluted income per common share       $ 0.11   $ 0.13   $ 0.23   $ 0.21  
Weighted average common shares outstanding - basic (thousands)         79,701     65,129     79,383     65,420  
Weighted average common shares outstanding - diluted (thousands)         81,327     67,334     81,009     66,831  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

2 | Page
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Expressed in thousands of United States dollars
(Unaudited)

    Number
of shares
(000s)		     Share capital     Contributed
surplus		     Accumulated
other
comprehensive
income
     Deficit     Total  
Balance at December 31, 2023   65,551   $ 87,869   $ 12,552   $ 1,324   $ (81,117 ) $ 20,628  
Shares cancelled (NCIB)   (1,378 )   (1,744 )   -     -     (1,394 )   (3,138 )
Shares issued on exercise of options   287     472     (126 )   -     -     346  
Common shares issued on RSU vesting   49     104     (104 )   -     -     -  
Common shares issued to settle reclamation liability   298     460     -     -     -     460  
Capital contribution (Note 11 (a))   -     -     2,088     -     -     2,088  
Share-based compensation   -     -     576     -     -     576  
Net loss   -     -     -     -     14,117     14,117  
Other comprehensive income   -     -     -     109     -     109  
Balance at June 30, 2024   64,807   $ 87,161   $ 14,986   $ 1,433   $ (68,394 ) $ 35,186  
Shares cancelled (NCIB)   (619 )   (906 )   -     -     (654 )   (1,560 )
Shares issued on exercise of options   1,480     2,963     (790 )   -     -     2,173  
Common shares issued on RSU vesting   346     400     (400 )   -     -     -  
Shares issued on exercise of warrants   4     10     (4 )   -     -     6  
Common shares, replacement options and warrants issued on the acquisition of Goldsource   13,160     32,049     2,185     -     -     34,234  
Common shares issued on DSU vesting   71     101     (101 )   -     -     -  
Share-based compensation   -     -     445     -     -     445  
Net income   -     -     -     -     5,035     5,035  
Other comprehensive income   -     -     -     1,404     -     1,404  
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   474     1,584     (570 )   -     -     1,014  
Shares issued on exercise of warrants   794     2,088     (682 )   -     -     1,406  
Common shares issued on RSU vesting   4     6     (6 )   -     -     -  
Share-based compensation   -     -     578     -     -     578  
Net income   -     -     -     -     18,243     18,243  
Other comprehensive loss   -     -     -     (357 )   -     (357 )
Balance at June 30, 2025   79,986   $ 124,707   $ 15,641   $ 2,480   $ (46,378 ) $ 96,450  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

3 | Page
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in thousands of United States dollars
(Unaudited)

          For the three months     For the six months  
          ended June 30,     ended June 30,  
    Note     2025     2024     2025     2024  
Operating activities                              
Income for the period       $ 8,818   $ 8,768   $ 18,243   $ 14,117  
Non-cash items:                              
Accretion and interest expense         419     251     699     378  
Depreciation, depletion and amortization         2,498     1,995     4,180     4,236  
Deferred income tax         2,531     -     2,531        
Lease interest         3     3     5     7  
Loss on settlement of reclamation liability         -     -     -     94  
Gain on elimination of Contingent Consideration         (1,000)     -     (1,000)     -  
Change in fair value of derivative liability         (8)     925     261     1,300  
Loss on gold stream derivative asset         3     260     14     250  
Interest income - accrued         2     -     -     -  
Share-based payments         431     330     578     576  
Unrealized foreign exchange (gain) loss         (899)     (5)     (395)     88  
        $ 12,798   $ 12,527   $ 25,116   $ 21,046  
Changes in non-cash working capital   16     5,942     (4,029 )   (188 )   (7,313 )
Restricted cash - refunded         1,503     -     1,503     -  
Net cash provided by operating activities         20,243     8,498     26,431     13,733  
Investing activities                              
Acquistion of EG Acquisition LLC, proceeds paid         -     -     (6,489 )   -  
Acquistion of EG Acquisition LLC, cash acquired         -     -     346     -  
Acquistion of EG Acquisition LLC, transaction costs         (110 )   -     (351 )   -  
Sailfish Silver Option Payment         1,000     -     1,000     -  
Expenditures on mining interest, plant and equipment         (3,909 )   (2,601 )   (6,300 )   (3,590 )
Net cash used in investing activities       $ (3,019 ) $ (2,601 ) $ (11,794 ) $ (3,590 )
Financing activities                              
Purchase of common shares - NCIB         -     (2,927 )   (1,357 )   (3,138 )
Proceeds from exercise of warrants         672     -     1,406     -  
Proceeds from exercise of options         690     -     1,014     346  
Repayment of Sailfish Silver Loan         (387 )   (781 )   (1,286 )   (1,599 )
Repayment of interest on the Revised Wexford Loan         -     -     (317 )   -  
Payment to GR Silver on settlement of ARO         -     -     -     (500 )
Payments on lease liability         (26 )   (25 )   (52 )   (50 )
Net cash provided by (used in) financing activities       $ 949   $ (3,733 ) $ (592 ) $ (4,941 )
Effect of foreign exchange on cash and cash equivalents         21     28     28     15  
Change in cash and cash equivalents         18,194     2,192     14,073     5,217  
Cash and cash equivalents, beginning of the period         10,400     1,498     14,521     1,498  
Cash and cash equivalents, end of period       $ 28,594   $ 3,690   $ 28,594   $ 6,715  
Other information                              
Taxes paid - cash         (944 )   (872 )   (6,016 )   (1,430 )

The accompanying notes are an integral part of these condensed interim consolidated financial statements

4 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular 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 British Columbia Corporations Act.  The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol MKO.  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.

On March 27, 2025, the Company acquired EG Acquisition LLC (individually, or collectively with its subsidiaries, as applicable, "EGA"), whereby Mako US Corp. acquired all of EGA's issued and outstanding common shares, resulting in the acquisition of the Moss mine, in Arizona, USA (the "Moss Transaction") (Note 6).

On July 3, 2024, the Company acquired Goldsource Mines Inc. (individually, or collectively with its subsidiaries, as applicable, "Goldsource"), whereby Mako acquired all of Goldsource's issued and outstanding common shares, resulting in the acquisition of the Eagle Mountain Property, in Guyana, South America.

Mako is a gold mining and exploration company. The Company's primary asset is the San Albino mine, an open pit mine located in Nicaragua, and the Moss mine, also an open pit operation. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua, Guyana and the USA.

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, 2024.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on August 19, 2025.

(b) Basis of presentation

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, 2024, except for:

Inventories


Inventory includes work in progress inventory in the form of stockpiled ore, ore in-circuit and heap leach ore inventory, finished goods inventory, and supplies and spare parts.

• Stockpiled ore represents unprocessed ore that has been mined and is available for future processing. Stockpiled ore is measured by estimating the number of tonnes through physical surveys and contained ounces through grade reconciliation via the ore control process.

5 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

• Ore in-circuit inventory represents material that is currently being processed to extract the contained gold into a saleable form, typically unrefined doré. The amount of gold in-circuit is determined by assay values and by measure of the various gold bearing materials in the recovery process.

• Heap leach ore inventory represents estimated gold and silver ounces contained in ore that has been placed on the heap leach pad for cyanide irrigation. When ore is placed on the heap leach pad, an estimate of recoverable ounces is made based on tonnage, grade and estimated recoveries of the ore that was placed on the heap leach pad. The estimated recoverable ounces on the heap leach pad are used to determine inventory cost. The estimated recoverable ounces carried on the heap leach pad are adjusted based on actual recoveries being experienced. Actual and estimated recoveries are measured to the extent possible, using various indicators including but not limited to, leach curve recoveries, column tests and current trends in the level of ounces carried on the pad.

• Finished metal inventory consists of gold in doré awaiting refinement, or bullion.

• Supplies and spare parts inventory consist of consumables used in operations, such as fuel, chemicals, reagents and spare parts.

Cost of work in progress inventory and finished goods includes all direct costs incurred in production including mining; crushing, leaching and processing; site administration costs; and allocated indirect costs, including depreciation and amortization of mineral property, plant and equipment. Inventory costs are charged to production costs on the basis of the quantity of metal sold. Cost of supplies and spare parts inventory include acquisition, freight and other directly attributable costs.

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 condensed interim 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.

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 Gold 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.

The functional currency of EGA and GVC is the United States dollar ("US dollar").

6 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

3. NEW ACCOUNTING POLICIES AND STANDARDS ADOPTED

There are no new accounting policies and standards adopted since December 31, 2024.

4. RECENT IFRS PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

The recent IFRS pronouncements issued but not yet effective are consistent with those disclosed in Note 4 of the Company's consolidated financial statements for the year ended December 31, 2024.

5. ESTIMATION UNCERTAINTY AND JUDGMENTS IN APPLYING THE COMPANY'S ACOUNTING POLICIES

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.

Outlined below are the key areas which require management to make significant judgements, estimates and assumptions in determining carrying values.

Areas where estimation uncertainty have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements include:

(a) Estimated mineral resources

Mineral resources are estimates of the amount of metal that can be extracted from the Company's properties, considering both economic and legal factors. The Company estimates the quantity and/or grade of its mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires judgments to interpret the complex geological data. Calculating mineral resources is based upon factors such as estimates of metallurgical recoveries along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the mineral resources may affect the Company's financial position in a number of ways, including:

7 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Reclamation and remediation provisions

Reclamation and remediation provisions represent the present value of estimated future costs for the reclamation of the Company's mines and properties. These estimates include assumptions as to the cost of services, timing of the reclamation work to be performed, inflation rates, foreign exchange rates and interest rates. The reclamation and closure estimates are more uncertain the further into the future the activities are to be performed.

The actual cost to reclaim a mine may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mine. Management periodically reviews the reclamation requirements as new information becomes available and will assess the impact of new regulations and laws as they are enacted. Any changes to assumptions will result in an adjustment to the provision which affects the Company's liabilities and either its mining interest, plant and equipment or statement of income.

(c) Stockpiled ore, ore in-circuit and heap leach ore net realizable value ("NRV")

Management applies significant judgment in developing the NRV of stockpiled ore, ore in-circuit and heap leach ore inventory, including assumptions related to estimated recoverable ounces of gold within stockpiled ore and ore in-circuit inventory, the estimated forecasted gold price per ounce, estimated costs of completion and selling expenses.

(d) Depreciation, depletion and amortization

The Company uses the units of production method to deplete mineral properties and the straight-line method to amortize plant and equipment. The calculation of the unit of production rate and the useful life and residual values of plant and equipment, and therefore the annual depletion and depreciation expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of changes in the Company's mine plans, changes in the estimation of mineral resources and changes in the estimated remaining life or residual value of plant and equipment.

Areas where accounting policy judgements have the most significant effect on the amounts recognized in the consolidated financial statements include:

(e) Exploration versus Development Expenditures

The classification of exploration versus development expenditures requires management to make significant judgements. Exploration expenditures are incurred during the search for mineral resources, while development expenditures relate to preparing identified resources for commercial production.

Judgement is required to determine the point at which exploration activities transition to development activities, which involves assessing factors such as the technical feasibility and commercial viability of extracting the resource. These judgements are made considering the specific circumstances of each project and are reviewed periodically to reflect any changes in economic or operational factors.

These determinations can materially impact the financial statements, as exploration expenditures are expensed as incurred, whereas development expenditures may be capitalized as part of the asset's cost.

(f) 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. During the six months ended June 30, 2025, the Company acquired the Moss mine, which was determined to be a purchase of assets (Note 6).

8 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(g) Deferred income taxes

The determination of income tax expense and deferred income tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred income taxes or the timing of tax payments.

(h) Impairment of non-current assets

Management applies significant judgment in its assessment and evaluation of asset or cash generating units at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's mineral properties, buildings, plant and equipment, development asset and to exploration and evaluation assets.

External sources of information considered are changes in the Company's economic, legal and regulatory environment, which it does not control, but affect the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties and the buildings, plant and equipment are being used or are expected to be used and indications of economic performance of the assets. Calculating the fair value less costs of disposal of cash generating units for impairment tests requires management to make estimates and assumptions with respect to future production levels, operating, capital and closure costs, future metal prices and discount rates.

For exploration and evaluation assets, indicators of impairment may include (i) the period during which the Company has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and sufficient data exists to indicate that the carrying value of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Changes in any of the assumptions or estimates used in determining the fair values could impact the impairment analysis.  Management identified no impairment indicators as of June 30, 2025.

6. ACQUISTION OF EG ACQUISITION LLC

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EG Acquisition LLC ("Wexford EGA") an entity owned by the Company's significant shareholder. EGA owns 100% of the common shares of GVC, which owns the Moss mine. On completion of the transaction, the Company acquired 100% of the Moss Mine.

9 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation Gold Mining Corporation ("Elevation") under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

The purchase price for the Company's acquisition of EGA is composed of the following:

The total purchase price of $7,844,899, including an estimate of the fair value of the Contingent Consideration, is composed as follows:

 

 

$

Cash paid on closing

 

6,489

Moss Transaction costs

 

356

Fair value of Contingent Consideration (Royalty Agreements settlement)

  (Note 6 b)

 

1,000

 

 

7,845

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Relative fair value of net assets acquired and (liabilities) assumed

As at March 27, 2025

$

 

 

Cash

346

Prepaid expenses and deposits

401

Inventory

13,139

Restricted cash (Note 6 a)

3,259

Building and equipment

603

Mining interest

5,424

 

23,172

Less:

 

Accounts payable and accrued liabilities

(1,067)

Provision for reclamation and rehabilitation

(14,260)

 

7,845

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest and working capital. The provision for reclamation and rehabilitation was initially measured in accordance with IAS 37. The value of the building, equipment and the mining interest was determined based on a discounted cash flow model using a two-year life of mine.

(a) Restricted Cash

The Company maintains restricted cash balances related to collateral security for reclamation bonds. These reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss mine.

10 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

On June 20, 2025, restricted cash of $1,503,335 held for reclamation bond purposes was released to the Company.

As of June 30, 2025, the total restricted cash held for reclamation bond purposes amounts to $1,757,761, which is classified as non-current on the balance sheet based on the anticipated timing of the bond release conditions.

These funds are held in designated accounts and cannot be used for general corporate purposes unless released by the relevant issuer of the reclamation bond upon fulfillment of specific requirements. The Company continues to monitor and assess its reclamation obligations to ensure compliance with applicable environmental regulations and financial assurance requirements.

(b) Contingent Consideration - Royalty agreement settlements

The 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation (collectively, the "Royalty Holders") are currently being disputed by Elevation as part of the Bankruptcy Process whereby the court is asked to declare the validity of the real property interests asserted by the Royalty Holders ("Royalty Agreements").

Should Elevation be successful in invalidating the Royalty Agreement or if an agreement is reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company will pay Elevation $1,500,000.

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation, which are still before the United States Bankruptcy Court for the District of Arizona.

The fair value of the Contingent Consideration has been determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement. The fair value of the Contingent Consideration was estimated to be $1,000,000 at the acquisition date.

On June 30, 2025, the Company reassessed the likelihood of the cash flow for the Contingent Consideration and determined that it was remote following the subsequent acquisition of the secured indebtedness (the "Debt") owed by Elevation to Maverix Metals Inc. ("Maverix") on July 2, 2025.

Refer to Note 21 (a).  A gain of $1,000,000 on the elimination of Contingent Consideration was recognized in the statement of income and comprehensive income for the six months ended June 30, 2025.

11 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

7. RECEIVABLES, PREPAIDS AND OTHER ASSETS

As at   June 30,
2025		     December 31,
2024		  
Trade receivable $ 766   $ 321  
Prepaid expenses   704     715  
Supplier advances and deposits   1,005     637  
Marketable security   295     -  
Other   112     60  
    2,882     1,733  
Disclosed as non-current:            
Prepaid expenses   29     35  
Supplier advances and deposits   315     171  
Deferred transaction costs   -     29  
    344     235  
  $ 3,226   $ 1,968  

8. INVENTORIES

As at   June 30,
2025		     December 31,
2024		  
Stockpiled ore $ 8,562   $ 6,645  
Ore in-circuit   1,502     1,501  
Heap leach ore   8,017     -  
Finished metal   986     232  
Supplies and spare parts   4,421     2,709  
    23,488     11,087  
Disclosed as non-current:            
Stockpiled ore   7,684     7,651  
             
Heap leach ore   1,358     -  
Supplies and spare parts   1,499     2,060  
    10,541     9,711  
  $ 34,029   $ 20,798  

As at June 30, 2025, ore in-circuit, heap leach ore, finished metal and stockpiled ore was recorded at cost. As at December 31, 2024, ore in-circuit, finished metal and stockpiled ore was recorded at cost. During the six months ended June 30, 2025, no write downs were recorded (2024: $nil).

During the year ended December 31, 2024, management reclassified supplies and spare parts as non-current assets if they were intended for use beyond a 12-month period.

12 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

9. MINING INTEREST, PLANT AND EQUIPMENT

    Mineral
properties		     Building,
Plant &
Equipment		     Exploration &
Evaluation
Assets		     Development
Asset		     Total  
Cost                              
As at December 31, 2023 $ 24,102   $ 43,642   $ 765   $ -   $ 68,509  
Additions   6,269     2,845     20     -     9,134  
Acquisition Goldsource   -     402     37,655     -     38,057  
Asset retirement obligation   684     40     18     -     742  
Deferred stripping   5,887     -     -     -     5,887  
Translation of foreign operation to presentation currency   -     -     (51 )   -     (51 )
As at December 31, 2024 $ 36,942   $ 46,929   $ 38,407   $ -   $ 122,278  
Additions   3,684     875     -     116     4,675  
Acquisition Moss Mine   -     603     -     5,424     6,027  
Sailfish Silver Option   (144 )   -     -           (144 )
Asset retirement obligation   431     9     (47 )   67     460  
Deferred stripping   533     -     -     -     533  
As at June 30, 2025 $ 41,446   $ 48,416   $ 38,360   $ 5,607   $ 133,829  
Accumulated depreciation                              
As at December 31, 2023 $ 18,830   $ 29,147   $ -         $ 47,977  
Depreciation   395     4,144     -           4,539  
As at December 31, 2024 $ 19,225   $ 33,291     -   $ -   $ 52,516  
Depreciation   2,280     2,334     -           4,614  
As at June 30, 2025 $ 21,505   $ 35,625   $ -   $ -   $ 57,130  
Net book value as at December 31, 2023 $ 5,272   $ 14,495   $ 765   $ -   $ 20,532  
Net book value as at December 31, 2024 $ 17,717   $ 13,638   $ 38,407   $ -   $ 69,762  
Net book value as at June 30, 2025 $ 19,941   $ 12,791   $ 38,360   $ 5,607   $ 76,699  

(a) Exploration projects in Nicaragua are Potrerillos at $645,000 and El Jicaro at $120,000.

(b) Exploration projects in Guyana are the Eagle Mountain Project at $37,685,000 acquired on acquisition of Goldsource.

On September 30, 2024, the Guyana Geology and Mines Commission granted a prospecting license on the Eagle Mountain Project to the Company's subsidiary, Stronghold, for a three-year term. As part of the prospecting license application, the Company is obliged to spend, by December 31, 2025, a minimum of $2,560,000 on the execution of the work program of the prospecting license.

13 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As at   June 30,
2025		     December 31,
2024		  
Accounts payable and accrued liabilities $ 9,386   $ 10,043  
Lease liability (Note 10 (a))   100     97  
Income taxes payable   5,807     4,346  
Due to related parties (Note 14 (a)&(b))   138     312  
Total current liabilities $ 15,431   $ 14,798  
             
Non-current liability            
Lease liability (Note 10(a))   19     69  
Accrued liabilities (Note 10 (b))   1,228     1,096  
Total non-current liabilities   1,247     1,165  
Total accounts payable and accrued liabilities $ 16,678   $ 15,963  

(a) Lease liability

As at   June 30,
2025		     December 31,
2024		  
Opening balance $ 166   $ 256  
Lease payments made   (52 )   (103 )
Finance charges   5     13  
Closing balance   119     166  
Less:  current portion   (100 )   (97 )
  $ 19   $ 69  

The lease liability was discounted at a discount rate of 6%.

    $  
Total lease payments payable for the next twelve months   105  
Total lease payments payable for the next 1-3 years   18  

(b) Severance Obligation

Non-current accrued liabilities as at June 30, 2025, include severance obligation for employees at the Company's operations in Nicaragua of $981,307 (December 31, 2024: $878,260).  The severance is computed based on the years of service at the last salary of employment. Employees that work six years or more have a maximum benefit of five months' salary. The calculation is in line with labor regulations in Nicaragua.

14 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

11. TERM LOANS AND DERIVATIVE LIABILITIES

As at  
Wexford
Loan		     Wexford
Bridge Loan		     Sailfish Silver
Loan Derivative
Liability		     Total  
    (Note 11 (a))           (Note 11 (b))        
Balance, December 31, 2023 $ 6,287   $ -   $ 4,381   $ 10,668  
Liability assumed on acquisition of Goldsource   -     1,506           1,506  
Extinguishment of the original financial liability and replacement with the Revised Wexford Loan   (2,087 )   -     -     (2,087 )
Remeasurement loss from change in timing of cash flows   483     -     -     483  
Accretion and accrued interest   754     8     -     762  
Repayments   (314 )   (1,514 )   -     (1,828 )
Cost to deliver 162,000 oz of silver   -     -     (4,622 )   (4,622 )
Fair value adjustment   -     -     1,727     1,727  
Balance, December 31, 2024 $ 5,123   $ -   $ 1,486   $ 6,609  
Accretion and accrued interest   450     -     -     450  
Repayments   (317 )   -     -     (317 )
Cost to deliver 54,000 oz of silver   -     -     (1,747 )   (1,747 )
Fair value adjustment   -     -     261     261  
Balance, June 30, 2025 $ 5,256   $ -   $ -   $ 5,256  
                         
Disclosed as follows as at June 30, 2025:                        
Current liabilities $ 312   $ -   $ -   $ 312  
Non-current liabilities   4,944     -     -     4,944  
  $ 5,256   $ -   $ -   $ 5,256  

(a) Wexford Loan and Revised Wexford Loan

On March 27, 2024, the Company entered into an eighth amending agreement for the Wexford Loan wherein the Company and the Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Debello Trading Limited and Wexford Focused Trading Limited (collectively, the "Lenders") agreed to further extend the maturity date from March 31, 2025 to March 31, 2029 and to transfer the existing facility comprised of accrued interest and cash bonus interest into a new term loan with a balance of $6,287,872. The new loan accrues interest at a rate of 10% per annum compounded semi-annually and matures on March 31, 2029. Due to the substantial modification of the terms of the agreement, management accounted for this transaction as an extinguishment of the original financial liability and replacement with a new financial liability (the "Revised Wexford Loan"). 

The Company used an effective interest rate of 18%, the estimated market interest rate for non-related parties based on comparable debt when valuing the Revised Wexford Loan upon initial recognition and assumed the accrued interest and principal would be paid at maturity. As a result, the Company recorded a capital contribution from a related party of $2,088,329 directly in contributed surplus during the year ended December 31, 2024, arising from the difference between the actual rate and the estimated market rate. The Revised Wexford Loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method.

15 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of $482,736.

On January 2, 2025, an interest payment of $316,978 was made on the Revised Wexford Loan. Refer to Note 21 (b).

During the three and six months ended June 30, 2025, the Company recorded $228,997 and $450,450 ($2024: $215,708 and $313,533) of accretion and accrued interest on the Revised Wexford Loan all of which has been expensed, respectively.

(b) Sailfish Silver Loan Derivative Liability

(i) On May 24, 2023, the Company entered into an agreement with Sailfish, whereby Sailfish advanced $6,000,000 (received, May 25, 2023) for the delivery of a fixed number of ounces of silver (13,500), on the last day of the month or the gold equivalent, for a period of 24 months ("Silver Loan").  Interest on the Silver Loan is accrued at US Prime (8.25%) plus four percent per annum, calculated daily on undelivered ounces when due. Sailfish also has the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company's San Albino-Murra concession for an additional $1,000,000. Refer to note 11 (ii).

The Company determined that the stream obligation is a derivative liability, and as such, the stream obligation is recorded at FVTPL at each statement of financial position date.

On April 28, 2025, the Company delivered the final installment of 13,500 ounces of silver on the Sailfish Silver Loan.

During the three and six months ended June 30, 2025, the Company delivered one and four installments (2024: three and three) totaling 13,500 and 54,000 (2024: 40,500 and 81,000) ounces of silver, respectively.

During the three and six months ended June 30, 2025, a change in the fair value of the Silver Loan of $8,195 and $261,137 (2024: $925,196 and $1,300,036) was recorded in change in fair value of derivative liability in the statement of income and comprehensive income.

As of June 30, 2025, the Company has no outstanding instalments remaining.

(ii) Sailfish Silver Option

On April 28, 2025, Sailfish exercised its option to purchase all remaining future silver production from the Company's San Albino-Murra concession for $1,000,000 ("Sailfish Silver Option").  The Company accounted for the arrangement as a partial disposal of mineral interest as Sailfish is entitled to all future silver production and is exposed to the risks and rewards of ownership as a result, and whereas the Company has sold its right to the future economic benefits from the production of silver.

In accordance with IAS 16 Property, Plant, and Equipment, the portion of the mineral interest attributable to the additional refined silver was derecognized upon exercise of the Sailfish Silver Option based on the proportion of expected silver output relative to total production over the life of the mine in the amount $144,052. A gain of $855,958 was calculated at the time of derecognition as the Company has no obligation to produce and future extraction services were determined to be of nominal value.  The gain is deferred and will be recognised as the silver is delivered.

16 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

12. RECLAMATION AND REHABILITATION OBLIGATIONS ("ARO")

    San Albino
Project		     Eagle
Mountain
Project		     Moss Mine     La Trinidad
Mine		     Total  
Balance, December 31, 2023 $ 2,198   $ -   $ -   $ 866   $ 3,064  
Liability acquired on acquisition of Goldsource   -     1,265     -     -     1,265  
Cash outflows for reclamation and rehabilitation activities   (4 )   -     -     -     (4 )
Changes in estimate   725     (13 )   -     -     712  
Accretion expense   130     64     -     -     194  
Liability extinguished   -     -     -     (866 )   (866 )
Translation of foreign operation to presentation currency   -     (2 )   -     -     (2 )
Balance, December 31, 2024 $ 3,049   $ 1,314   $ -   $ -   $ 4,363  
Liability acquired on acquisition of Moss Mine   -     -     14,260     -     14,260  
Changes in estimate   440     (47 )   67     -     460  
Accretion expense   75     32     140     -     247  
Balance, June 30, 2025 $ 3,564   $ 1,299   $ 14,467   $ -   $ 19,330  

(a) The Company has recognized closure and reclamation liabilities relating to the San Albino Project, the Eagle Mountain Project and to the Moss Mine and has determined that no significant closure and reclamation liabilities exist in connection with the activities on its other properties. The Company has calculated the present value of the closure and reclamation provision as at June 30, 2025, using the undiscounted estimate of cash outflows associated with reclamation activities as $22,030,111 (December 31, 2024: $4,984,343), with $3,949,921 (December 31, 2024: $3,533,274) associated to the San Albino Project, with $1,951,069 (December 31, 2024: $1,451,069) associated to the Eagle Mountain Project and with $16,129,121 associated to the Moss Mine. The provision was determined using discount rates ranging between 3.72% - 5.00% (December 31, 2024: 4.25% - 5.00%) and an inflation rate ranging between 2.35% and 2.52% (December 31, 2024: ranging between 2.46% and 2.50%).

(b) Extinguishment of La Trinidad Mine ARO

On February 15, 2024, the Company entered into an agreement with GR Silver Mines Ltd. ("GR Silver") to settle all liabilities and responsibilities, including but not limited to the reclamation and rehabilitation obligations, of the Company, related to the sale of the Company's Mexican operations to GR Silver in March 2021 ("Settlement and Release Agreement").

Pursuant to the terms of the Settlement and Release Agreement, the Company made a cash payment of $500,000 to GR Silver and issued 296,710 common shares of the Company for a total payment of $960,000. A loss of $94,077 on the disposition of the liability was recognized in the statement of income and comprehensive income for the three months ended March 31, 2024.

13. SHARE CAPITAL

(a) Authorized - Unlimited number of common shares, without par value.

17 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Issued

(i) During the six months ended June 30, 2025, 474,366 common shares of the Company were issued on the exercise of 474,366 share options with a weighted average exercise price of C$2.98 per option for gross proceeds of $1,014,025. The fair value of $569,943 was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$4.54.

(ii) During the six months ended June 30, 2025, 793,807 common shares of the Company were issued on the exercise of 793,807 warrants with a weighted average exercise price of C$2.50 per option for gross proceeds of $1,405,991. The fair value of $682,301 was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$4.26.

(iii) On May 12, 2025, 3,651 common shares of the Company were issued on the vesting of 3,651 restricted share units and the fair value of $5,544 was transferred from contributed surplus to share capital.

(i) On November 19, 2024, the Company commenced a normal course issuer bid ("NCIB-2025") whereby the Company intends to purchase up to an aggregate of 3,956,485 common shares of the Company, representing 5% of the common shares issued and outstanding as of that date. Purchases under the NCIB-2025 will end no later than November 18, 2025.

During the six months ended June 30, 2025, the Company purchased 534,800 common shares of the Company, under the NCIB-2025 for $1,357,043 and allocated $608,449 to deficit.  These common shares were cancelled.

(c) Share options

    For the six months ended
June 30, 2025		     For the year ended
December 31, 2024		  
    Number
of options		      
WAEP		     Number
of options		      
WAEP		  
Opening balance   1,805,050     C$2.83     3,736,504     C$2.62  
    Granted   740,000     C$4.47     200,000     3.31  
    Mako replacement options on
        acquisition of Goldsource		   -     -     1,181,950     2.49  
    Exercised   (474,366 )   C$2.98     (1,767,853 )   1.95  
    Forfeited   (10,000 )   C$4.47     (45,000 )   2.13  
    Expired   -     -     (1,500,551 )   3.18  
Ending balance   2,060,684     C$3.25     1,805,050     C$2.83  
Options exercisable   1,151,516     C$2.81     1,429,217     C$2.88  
Weighted average remaining contractual life (in years)   1.57           2.77        

      WAEP = Weighted average exercise price

On April 18, 2025, the Company granted 740,000 stock options to officers, employees and consultants of the Company exercisable to acquire one common share of the Company at an exercise price of C$4.47 per share for a term of five years, expiring on April 18, 2030. The options vest as to 25% on the first anniversary of the date of grant, and as to 25% on each of the second third and fourth anniversary of the date of grant. The fair value of these options was calculated as $1,258,557 (C$1,744,960) using the Black-Scholes model with the following inputs: share price on grant date C$4.55, five years to maturity, risk free interest rate of 2.78% and a volatility of 58.24%.  The expected volatility reflects management's best estimate of future share price fluctuations, based on historical share price data and expected forfeitures at the time of grant.

18 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

During the three and six months ended June 30, 2025, the Company recorded share-based payments expense of $177,938 and $233,829, all of which is included in general and administrative expenses, respectively.

Also refer to Note 21 (c).

(d) Restricted share units ("RSU")

On April 18, 2025, the Company granted 502,785 RSUs to officers of the Company. Each RSUs will vest one-third on December 15, 2026, one-third on December 15, 2027 and one-third on December 15, 2028. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration.

The fair value of the RSUs at the grant date was C$4.55 per unit, resulting in a total grant-date fair value of $1,649,978. The fair value was determined based on the market price of the Company's common shares on the date of issuance. The RSUs are expected to be settled through the issuance of common shares.

On May 12, 2025, 3,651 RSUs vested.

During the three and six months ended June 30, 2025, total share‐based compensation relating to RSUs was $199,996 and $260,350 (2024: $163,440 and $334,746), of which all is included in general and administrative expenses, respectively.

As at June 30, 2025, there were 1,086,119 (December 31, 2024 - 586,985) RSUs outstanding.

(e) Deferred share units ("DSU")

On April 18, 2025, the Company granted 145,000 DSUs to directors of the Company. Each DSU will vest on the director's termination of service and is exercisable into one common share entitling the holder to receive the common share for no additional consideration or receive the cash equivalent or a combination thereof, at the Board's discretion.

The fair value of the DSUs at the grant date was C$4.55 per unit, resulting in a total grant-date fair value of $475,846. The fair value was determined based on the market price of the Company's common shares on the date of issuance.  The DSUs are expected to be settled through the issuance of common shares.

For the three months and six months ended June 30, 2025, total share‐based compensation relating to DSUs was $52,077 and $83,325 (2024: $38.688 and $77,377), of which all is included in general and administrative expenses, respectively.

At June 30, 2025, there were 460,640 (December 31, 2024: 315,640) DSUs outstanding. Refer to Note 21 (c).

19 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(f) Warrants

    For the six months ended
June 30, 2025		     For the year ended
December 31, 2024		  
    Number
of warrants		      
WAEP		     Number
of warrants		      
WAEP		  
Opening balance   837,807     C$2.50     -     C$-  
    Mako replacement warrants on acquisition of Goldsource   -     -     841,503     2.50  
    Exercised   (793,807 )   2.50     (3,696 )   2.50  
    Expired   (44,000 )   2.50     -     -  
Ending balance   -     -     837,807     C$2.50  
Weighted average remaining contractual life (in years)   -           0.38        

      WAEP = Weighted average exercise price

During the three and six months ended June 30, 2025, 372,900 and 793,807 warrants were exercised with an exercise price of C$2.50 per warrant for gross proceeds of $673,198 (C$932,250) and $ 1,405,992 (C$1,984,518), respectively. 

The weighted average share price at the date of exercise was C$4.26.

At June 30, 2025, there were nil (December 31, 2024: 837,807) warrants outstanding.

14. 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 and Directors.

    Three months
ended June 30, 		     Six months 
ended June 30,		  
    2025     2024     2025     2024  
Director fees $ 69   $ 57   $ 173   $ 114  
Salaries, consulting and management fees   625     1,100     834     1,311  
Share-based compensation   215     188     300     383  
Total $ 909   $ 1,345   $ 1,307   $ 1,808  

As at   June 30,
2025		     December 31,
2024		  
Amount included in accounts payable and accrued liabilities $ 46   $ 303  

20 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) 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 three and six months ended June 30, 2025, the Company expensed fees relating to consulting services of $90,044 and $91,543 (2024:  $1,002 and $1,503), and $18,846 and $48,681 (2024:  $12,529 and $18,794) in general office expenses, respectively. Amounts payable to Tes-Oro as at June 30, 2025, were $92,433 (December 31, 2024: $9,397).

(c) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders, and a director. In addition to the Sailfish Silver Loan Derivative Liability and the Sailfish Silver Option (Note 11 (b)), during the three and six months ended June 30, 2025, the Company's subsidiary Nicoz had the following transactions with Sailfish:

Gold stream sales

i. Nicoz received advances of $nil (2024: $239,922 and $391,485) for the purchase of gold ounces.

ii. Nicoz sold 9 and 26 (2024: 365 and 456) ounces of gold to Sailfish for $6,587 and $19,402 (2024: $214,234 and $263,265) of which $6,587 and $19,402 (2024: $214,234 and $263,265) is recorded as production services revenue and $3,038 and $14,410 (2024:

$259,621 and $250,037) is included in the loss on gold stream derivative asset disclosed in the consolidated statement of income and comprehensive income, respectively.

As at June 30, 2025, a balance of $6,587 was receivable from Sailfish and is included in receivables (December 31, 2024: $69,698).

Royalty fee

Sailfish is entitled to a two percent net smelter royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018. 

During the three and six months ended June 30, 2025, a royalty fee of $626,603 and $1,162,526 (2024: $168,132 and $329,963) was payable to Sailfish and is included in production costs in the consolidated statement of income and comprehensive income.

During the three and six months ended June 30, 2025, Nicoz offset $12,815 and $82,513 (2024: $nil) in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish, respectively.

As at June 30, 2025, a balance of $626,603 (December 31, 2024: $432,870) was payable to Sailfish and is included in accounts payable and accrued liabilities.

(d) Wexford LP ("Wexford")

Wexford is the Company's significant shareholder. On March 27, 2025, the Company acquired the Moss mine from Wexford EGA, an entity owned by Wexford.  Refer to Note 6.

15. SEGMENTED INFORMATION

Reportable segments are consistent with the geographic regions in which the Company's projects are located. 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 Project in Nicaragua, its Moss Mine 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.

21 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

For the three and six months ended June 30, 2025, the Company's principal product was gold and silver sold to refineries at spot market prices by the Company's subsidiaries.

For the three and six months ended June 30, 2024, the Company's principal product was gold sold to refineries at spot market prices by the Company's subsidiaries.

The Company's segments are summarized as follows:

     
Guyana
 
$		      
Nicaragua
 
$		      
USA
 
$		     Total
Operating
Segments
$		      
Corporate
Headquarters
$		      
Total
 
$		  
For the three months ended June 30, 2025:  
Revenue   -     33,734     4,981     38,715     -     38,715  
Production costs   -     (13,867 )   (3,448 )   (17,315 )   -     (17,315 )
Depreciation, depletion and amortization   -     (2,386 )   (27 )   (2,413 )   -     (2,413 )
Cost of sales   -     (16,253 )   (3,475 )   (19,728 )   -     (19,728 )
Exploration and evaluation expense   (1,135 )   (1,026 )   (48 )   (2,209 )   -     (2,209 )
                                     
For the three months ended June 30, 2024:  
Revenue   -     28,278     -     28,278     -     28,278  
Production costs   -     (9,763 )   -     (9,763 )   -     (9,763 )
Depreciation, depletion and amortization   -     (1,952 )   -     (1,952 )   -     (1,952 )
Cost of sales   -     (11,715 )   -     (11,715 )   -     (11,715 )
Exploration and evaluation expenses   -     (179 )   -     (179 )   -     (179 )
                                     
For the six months ended June 30, 2025:  
Revenue   -     62,335     8,168     70,503     -     70,503  
Production costs   -     (24,111 )   (6,608 )   (30,719 )   -     (30,719 )
Depreciation, depletion and amortization   -     (3,987 )   (27 )   (4,014 )   -     (4,014 )
Cost of sales   -     (28,098 )   (6,635 )   (34,733 )   -     (34,733 )
Exploration and evaluation expenses   (2,172 )   (1,519 )   (48 )   (3,739 )   -     (3,739 )
                                     
For the six months ended June 30, 2024:  
Revenue   -     47,487     -     47,487     -     47,487  
Production costs   -     (17,712 )   -     (17,712 )   -     (17,712 )
Depreciation, depletion and amortization   -     (4,150 )   -     (4,150 )   -     (4,150 )
Cost of sales   -     (21,862 )   -     (21,862 )   -     (21,862 )
Exploration and evaluation expenses   -     (875 )   -     (875 )   -     (875 )

22 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

     
Guyana
 
$		      
Nicaragua
 
$		      
USA
 
$		     Total
Operating
Segments
$		      
Corporate
Headquarters
$		      
Total
 
$		  
                                     
As at June 30, 2025:                                    
Exploration projects   37,595     765     5,607     43,967     0     43,967  
Land and building   262     6,787     155     7,204     5     7,209  
Equipment   170     2,503     632     3,305     12     3,317  
Right-of-use asset   -     -     -     -     103     103  
Mineral property and plant   -     22,103     -     22,103     -     22,103  
Total non-current assets   38,027     32,158     6,394     76,579     120     76,699  
                                     
As at December 31, 2024:  
Exploration projects   37,641     766     -     38,407     -     38,407  
Land and building   271     6,804     -     7,075     6     7,081  
Equipment   200     2,780     -     2,980     17     2,997  
Right-of-use asset   -     -     -     -     147     147  
Mineral property and plant   -     21,130     -     21,130     -     21,130  
Total non-current assets   38,112     31,480     -     69,592     170     69,762  

16. SUPPLEMENTARY CASH FLOW INFORMATION

    For the three months     For the six months  
    ended June 30,     ended June 30,  
    2025       2024     2025     2024  
Changes in non-cash working capital:                          
Change in receivables $ 2,589   $   (970 ) $ (713 ) $ (3,650 )
Change in inventories   1,231       (6,013 )   (726 )   (7,311 )
Change in prepaid expenses, and other   (104 )     (566 )   (120 )   (423 )
Change in accounts payable and accrued liabilities   2,317       3,152     1,620     3,640  
Change in due to related parties   (91 )     368     (249 )   431  
  $ 5,942   $   (4,029 ) $ (188 ) $ (7,313 )
                           
The significant non-cash financing and investing transactions:                          
Repayment of Sailfish Silver Loan (non-cash) $ (60 ) $   (401 ) $ (461 ) $ (537 )
Change in current liabilities relating to mining interest expenditures   (1,058 )     232     (1,247 )   1,540  

23 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

17. GENERAL AND ADMINISTRATIVE EXPENSES

    Three months
ended June 30,		       Six months
ended June 30,		  
    2025     2024       2025     2024  
Accounting and legal $ 333   $ 200   $ 446   $ 455  
Consulting fees   5     15       20     25  
Directors' fees   69     57       172     114  
Depreciation   35     36       71     64  
General office expenses   77     46       167     94  
Insurance   123     112       243     225  
Investor relations and communications   24     19       72     81  
Salaries and benefits   1,415     2,037       2,300     2,910  
Stock-based compensation   431     330       578     576  
Telephone and IT services   49     40       107     76  
Transfer agent fees and regulatory fees   22     76       54     107  
Travel   20     55       74     89  
  $ 2,603   $ 3,023   $ 4,304   $ 4,816  

18. ACCRETION AND INTEREST EXPENSE

    For the three months ended
June 30,		     For the six months ended
June 30,		  
    2025     2024     2025     2024  
Accretion on asset retirement obligation (Note 12) $ 191   $ 35   $ 247   $ 64  
Accretion on Wexford Loan (Note 11 (a))   72     38     138     38  
Interest expense - Wexford Loan
(Note 11 (a))		   157     177     312     275  
Interest expense - other   1     4     6     8  
  $ 421   $ 254   $ 703   $ 385  

19. INCOME TAX AND DEFERRED INCOME TAX

Current income tax expense for the three and six months ended June 30, 2025, was $4,448,938 and $7,498,473 (2024: $3,130,085 and $3,689,826), respectively. Deferred tax expense for the three and six months ended June 30, 2025, was $2,531,000 and $2,531,000 (2024: $nil and $nil), respectively. The Company calculates income tax expense for interim periods using the estimated annual effective tax rate applied to year-to-date pre-tax income. Deferred tax assets are only recognized to the extent that they are expected to be applied to future taxable profits. Deferred tax liabilities are recognized for all taxable temporary differences.  As at June 30, 2025, the deferred income tax liability was $5,755,000 (December 31, 2024: $3,224,000). The deferred income tax liability primarily relates to timing differences associated with capitalized development expenditures, as well as the gold inventory held by the Company's Nicaraguan subsidiary. There have been no significant changes in tax legislation or rates during the reporting period.

24 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

20. FINANCIAL INSTRUMENTS AND LIQUIDITY RISK

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).

The Company's financial instruments include cash and cash equivalents, receivables, accounts payable and the Term Loans and derivative liabilities. The carrying values of cash and cash equivalents, receivable and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Revised Wexford Loan is carried at amortized cost.

The Company's derivative asset and liability is measured using level 3 inputs.

During the three and six months ended June 30, 2025, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables. The Company's maximum exposure to credit risk is the amount disclosed in the consolidated statements of financial position.

Credit risk associated with cash and cash equivalents is minimized by placing the majority of these instruments with major financial institutions with strong investment-grade ratings as determined by a primary ratings agency.

Credit risk associated with trade receivables is managed by dealing with reputable international metals trading companies. The Company assesses and monitors risk by performing an aging analysis of its trade receivables.

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.

25 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The following are the contractual maturities of financial liabilities:

At June 30, 2025   Carrying
Amount		     Contractual
Cash Flows		     Within 1
year		     1 to 2
years		     2 to 3
years		     3 to 6
years		  
    $     $     $     $     $     $  
Accounts payable and
      accrued liabilities		   16,678     16,678     15,431     267     -     980  
Term loans and
      derivative		   5,256     5,256     312     -     -     4,944  
Total   21,934     21,934     15,743     267     -     5,924  

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market factors. Market risk comprises three types of risk: price risk, interest rate risk and currency risk.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is considered insignificant due to the low interest rates in the current economic environment and short-term nature of its holdings and as such the Company does not take any actions to manage interest rate risk. The interest rate on the Term Loan is fixed at 10% per annum.

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign currency exchange rates.

The Company's currency risk primarily arises from financial instruments denominated in US dollars that are held by Mako and Goldsource, as their functional currency is the Canadian dollar and that are held by Stronghold, as their functional currency is the Guyanese dollar. Conversely for the Company's subsidiaries whose functional currency is the US dollar, currency risk primarily arises from financial instruments denominated in Nicaraguan córdoba that are held at the subsidiary company level. As at June 30, 2025, a 5% change in the exchange rate between the Canadian dollar and the U.S. dollar would result in a net impact of approximately $57,000 and a 5% change in the exchange rate between the Guyanese dollar and the U.S. dollar would result in a net impact of approximately $15,000. Effective January 1, 2024, the exchange rate between the Nicaraguan córdoba and the U.S. dollar has been fixed by the Central Bank of Nicaragua. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a hedging program or any other programs to manage currency risk.

21. EVENTS AFTER THE REPORTING PERIOD

(a) On July 2, 2025, the Company acquired the Debt owed by Elevation to Maverix, a subsidiary of Triple Flag Precious Metals Corp. This acquisition was completed through an assignment and assumption agreement, under which the Company replaced Maverix as the principal secured creditor in Elevation's proceedings under the Companies' Creditors Arrangement Act ("CCAA") before the Supreme Court of British Columbia.

The Debt includes obligations under multiple instruments: promissory notes, a loan agreement, a streaming agreement, and related guarantees, deeds, and security agreements. All associated rights and obligations have now been transferred to and assumed by the Company.

26 | Page
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

As a result, the Company is now the primary secured creditor in Elevation's CCAA proceedings. The Court-appointed Monitor will oversee any distributions to the Company in respect of the Debt. These distributions are expected to be significantly less than the total value of the Debt, which the Company acquired for cash consideration of $1,800,000.

Additionally, if the Company prevails in its litigation with the two remaining Royalty Holders regarding the Royalty Agreements, the contingent liability related to the royalty status determination will no longer be payable to Elevation's creditors. Instead, the funds will revert back to the Company.

(b) Wexford Loan

On July 2, 2025, an interest payment of $311,810 was made on the Wexford Loan.

(c) Equity transactions

i. 26,600 common shares were issued on the exercise of 26,600 stock options with a weighted average exercise price of C$4.26 per common share for gross proceeds of $82,710 (C$113,220).

ii. 245,650 stock options with a weighted average exercise price of C$4.02 per common share expired unexercised.

iii. 90,600 common shares were issued on the vesting of 90,600 DSUs following the resignation of a director.

iv. The Company also granted 6,500 RSUs to a director of the Company. RSUs will vest on July 4, 2026. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration.

The fair value of the RSUs at the grant date was C$5.10 per unit, resulting in a total grant-date fair value of $22,405. The fair value was determined based on the market price of the Company's common shares on the date of issuance 

27 | Page

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

For the three and six months ended June 30, 2025

 

Management Discussion and Analysis
For the three and six months ended June 30, 2025

This Management Discussion and Analysis ("MD&A") is intended to help the reader understand the operations, financial position, and current and future business environment of Mako Mining Corp. (the "Company" or "Mako"). This MD&A is intended to supplement and complement Mako's condensed interim consolidated financial statements for the three and six months ended June 30, 2025, which 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").

Additional information regarding Mako, including the risks related to the business and those that are reasonably likely to affect Mako's financial statements in the future, is contained in the continuous disclosure materials, including the most recent audited consolidated financial statements, annual MD&A and Management Information Circular, which are available on the Company's website at www.makominingcorp.com and under the Company's profile on the SEDAR+ website at www.sedarplus.ca.  Readers are encouraged to read the Forward-Looking Information section of this MD&A. Reference should also be made to the Non-IFRS Measures section of this MD&A for information about non-IFRS measures referred to in this MD&A.

The Company's fiscal year is divided into four quarters, referred to as 'Q1', 'Q2', 'Q3', and 'Q4'. Cumulative year-to-date results are denoted as 'YTD Q1', 'YTD Q2', 'YTD Q3' and 'YTD Q4', reflecting performance through each respective reporting period.

This MD&A has been prepared as of August 19, 2025. All amounts are expressed in United States (US) dollars ("$"), unless otherwise stated.  References to "C$" are to the Canadian dollar.

BUSINESS OVERVIEW

Mako Mining Corp. was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the British Columbia Corporations Act. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "MKO" and the OTCQX under the symbol "MAKOF". The Company's principal business activities are the production of gold and the exploration and development of its mineral interests in Nicaragua, Guyana and the United States.

The Company's main assets are the producing San Albino and the Las Conchitas gold deposits, collectively the "San Albino Mine", located within the San Albino-Murra Property in Nueva Segovia, Nicaragua. Mako developed the San Albino Mine, which reached commercial production on July 1, 2021.

The projected free cash flow from the San Albino Mine is anticipated to fund exploration on Mako's prospective 224 square kilometer ("km") land package in Nicaragua, ongoing engineering activities at the Eagle Mountain Project in Guyana and the resumption of operations at the Moss mine in Arizona, United States. 

FINANCIAL AND OPERATIONAL HIGHLIGHTS, MAJOR ACTIVITIES AND SIGNIFICANT SUBSEQUENT EVENTS

2

Management Discussion and Analysis
For the three and six months ended June 30, 2025

On April 28, 2025, Sailfish exercised its option to purchase all refined silver produced from the Company's San Albino-Murra concession for an additional payment of $1.0 million.  Under the terms of the agreement, the Company will deliver all refined silver to Sailfish on the last business day of each month. The deliveries will continue until such time as the production of the refined silver is no longer economically viable, as mutually determined by both parties ("Sailfish Silver Option"). As at June 30, 2025, 1,672 oz of silver was delivered under the Sailfish Silver Option.

The Company has also granted 502,785 RSUs to its executive officers and certain other employees and consultants, with a restricted period ending in 2028, and 145,000 DSUs to its directors, vesting on termination of service.

Subsequent to June 30, 2025:

3

Management Discussion and Analysis
For the three and six months ended June 30, 2025

RESULTS OF OPERATIONS

Financial Performance   Three months ended             Six months ended        
(in $000's) Jun 30, 2025   Jun 30, 2024     Change     Jun 30, 2025   Jun 30, 2024     Change  
Revenue $ 38,715   $ 28,278   $ 10,437     $ 70,503   $ 47,487   $ 23,016  
Income for the period   8,818     8,768     50       18,243     14,117     4,126  
Operating cash inflows before changes in non-cash working capital   12,798     12,527     271       25,116     21,046     4,070  
Net cash provided from operating activities $ 20,243   $ 8,498   $ 11,745     $ 26,431   $ 13,733   $ 12,698  

    As at     As at        
Financial Condition (in $000's) Jun 30, 2025   Dec 31, 2024     Change  
Cash and cash equivalents $ 28,594   $ 14,521   $ 14,073  
Working capital (i)   38,939     10,773     28,166  
Total assets   144,325     107,082     37,243  
Equity $ 96,450   $ 76,923   $ 19,527  

(i) Working capital calculated as current assets less current liabilities.

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 producer, 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 (see press release dated September 12, 2017) to allow for the processing of up to 1,000 tonnes per day ("tpd") at the San Albino-Murra Property. The amendment is 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. 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.

Pre-development work commenced in May 2019 at the San Albino Property. On October 19, 2020, the Company reported the results of an updated mineral resource estimate (Technical Report and Estimate of Mineral Resources for the San Albino Mine, Nueva Segovia, Nicaragua, prepared by RESPEC and dated December 2, 2020), with the objective of achieving a thorough understanding of the geology of the area and affirming the continuity and grade of the "in-pit" mineral resources. On July 1, 2021, the Company declared commercial production on San Albino Mine. During 2021 and 2022 extensive drilling was conducted to update the mineral resource estimate 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 mineral resource estimate 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, prepared by RESPEC and dated December 6, 2023) ("MRE"). 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 grams per tonne ("g/t") gold ("Au") 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 ("BCSC") 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 National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("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.

4

Management Discussion and Analysis
For the three and six months ended June 30, 2025

No changes were made to the MRE for the San Albino Mine in the Amended Technical Report. Since the Effective Date (October 11, 2023), the Company's resource model predicted the mining of 26,940 oz Au, whereas the Company actually mined 32,567 oz Au, recovered 25,087 oz Au, and sold 25,106 oz Au during the period November 1, 2023 through May 31, 2024.

The table below shows the main variables used by Company management to measure operating performance of the mine: mining and milling rates, recovered metal production and costs per oz of Au sold.

Operating data   Three months ended             Six months ended        
  Jun 30, 2025     Jun 30, 2024     Change       Jun 30, 2025     Jun 30, 2024     Change  
San Albino Mine                                      
Tonnes Mined   2,313,220     2,109,345     203,875       4,634,508     3,721,711     912,797  
Tonnes Milled   52,705     52,681     24       106,256     105,160     1,096  
Mill availability   97%     97%     0%       98%     97%     1%  
Avg Tonnes per day   595     598     -3       603     602     1  
Recovery %   80%     82%     -2%       83%     81%     2%  
Grade (g/t Au)   6.6     8.8     (2.2 )     6.8     8.0     (1.2 )
Gold ounces produced - San Albino Mine   8,961     12,206     (3,245 )     19,397     22,081     (2,684 )
Gold ounces produced - Moss Mine   1,409     -     1,409       1,409     -     1,409  
Gold sold (ounces) - San Albino Mine   10,104     12,313     (2,209 )     19,985     21,580     (1,595 )
Gold sold (ounces) - Moss Mine   1,372     -     1,372       2,308     -     2,308  
Consolidated average realized gold price ($/oz sold) $ 3,323   $ 2,296   $ 1,027     $ 3,125   $ 2,201     924  
Consolidated cash cost ($/oz sold)(1) $ 1,509   $ 793   $ 716     $ 1,378   $ 821     557  
Consolidated AISC ($/oz sold)(1) $ 1,668   $ 1,098   $ 570     $ 1,543   $ 1,074     469  
Consolidated EBITDA (in $000's)(1) $ 18,665   $ 14,140   $ 4,525     $ 33,059   $ 22,405     10,654  
Consolidated Adjusted EBITDA (in $000's)(1) $ 21,305   $ 14,649   $ 6,656     $ 37,376   $ 23,856     13,520  

(1) Refer to Non-IFRS Measures.

For the three months ended June 30, 2025:

Tonnes mined - San Albino Mine: an increase of 0.2 million tonnes mined in Q2 2025 compared to Q2 2024, driven primarily by a higher stripping ratio across various areas of the Las Conchitas deposit where the Company has been actively operating.

Tonnes milled - San Albino Mine: the tonnes milled in Q2 2025 remained relatively consistent with the quantity milled in Q2 2024.

Mill recoveries - San Albino Mine: Mill recoveries in Q2 2025 showed a reduction over Q2 2024, primarily driven by a lower gold grade fed to the plant, although the proportion of material fed to the mill originating from diluted mineralized material and the historical dump has stayed in similar levels quarter over quarter.

5

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Cash cost and AISC: Cash cost and AISC increased in Q2 2025 compared to Q2 2024, primarily due to the increase in total tonnes mined derived from an increase in stripping ratio at Las Conchitas deposit and a 18% decrease in gold sold observed quarter over quarter. In addition, higher realized gold prices also contributed to increase the costs associated to royalties at the San Albino Mine. In addition, reduction in recoveries and gold grade fed to the plant, increased the unit production cost per ounce of gold recovered at the plant quarter over quarter.

Gold ounces sold: decrease of gold ounces sold in Q2 2025 from the San Albino Mine compared to Q2 2024, was driven mainly by lower mill recoveries (80% vs 82%), and the reduction in the gold grade fed to the plant (6.6 g/t Au vs 8.8 g/t Au). This was offset by the sales of 1,372 ounces of gold from residual leaching activities from the Moss Mine.

For the six months ended June 30, 2025:

Tonnes mined - San Albino Mine: an increase of 0.9 million tonnes mined in YTD Q2 2025, driven primarily by a higher stripping ratio across various areas of the Las Conchitas deposit where the Company has been actively operating.

Tonnes milled - San Albino Mine: the tonnes milled in YTD Q2 2025 remained relatively consistent with the quantity milled in YTD Q2 2024.

Mill recoveries - San Albino Mine: Mill recoveries in YTD Q2 2025 were higher than YTD Q2 2024, primarily driven by a higher proportion of material fed to the mill originating from diluted mineralized material rather than from the historical dump.

Cash cost and AISC: Cash cost and AISC increased in YTD Q2 2025 compared to YTD Q2 2024, primarily due to the increase in total tonnes mined derived from an increase in stripping ratio at Las Conchitas deposit and longer haul distances for waste and mineralized material from same deposit, offset by a 3% increase in gold sold. In addition, cost of 936 ounces sold from the Moss Mine, during the first three months of the YTD Q2 2025, which were valued at relative fair value on the acquisition date of the Moss Mine, also contributed to the higher cash costs and AISC in YTD Q2 2025. Finally, higher realized gold prices during YTD Q2 2025, compared to YTD Q2 2024, generated an increase in the associated royalties' costs owed by San Albino Mine.

Gold ounces sold: decrease of 7% in gold ounces sold from the San Albino Mine in YTD Q2 2025 compared to YTD Q2 2024, was driven by lower head grade, offset by higher gold recoveries at San Albino Mine.

EXPLORATION AND MINERAL PROPERTY DEVELOPMENT UPDATE

Nicaragua

During Q2 2025, and in connection with the reverse circulation ("RC") drilling program, the Company completed 14,353 m of development drilling, including 2,261 m of infill drilling using five RC drill rigs on its San Albino - Murra Concession.

The main objective of this campaign was to test for possible extensions of the high-grade mineralized blocks and mineralization trends beyond the limits of the MRE for the San Albino Mine. In particular, several areas of the Las Conchitas gold deposit were drilled in Q2 2025, such as Cruz Grande, San Pablo, SW Extension of Intermediate , Limon, Tirado, Bayacun, Mango, Las Dolores and Mina Francisco. The Company also further tested for the extension of gold mineralization within the SW Pit at the San Albino gold deposit.

The Q2 2025 RC drilling results continue to support expansion of mining activities outside the pit limits defined by the June 10, 2024, MRE update in the Las Conchitas area.

6

Management Discussion and Analysis
For the three and six months ended June 30, 2025

In addition, the Q2 2025 diamond drilling campaign at Mina Francisco focused on delineating detailed geological and geochemical data to be used for detailed underground mine design.  A total of 1,272 m of diamond drilling including 3 geotechnical drill holes totaling 442 m was completed at Mina Francisco on the San Albino - Murra Concession.

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.

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 Q2 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 acquired Tiburon).

San Albino - Murra Concession

Las Conchitas Area

Las Conchitas is situated between two past-producers, the San Albino Mine and the El Golfo Mine. It covers 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.

As with the San Albino gold deposit, the conceptual model for the Las Conchitas mineralization consists of multiple parallel quartz veins that dip gently to the northwest, associated with extensive shear and fault systems which represent possible feeders for mineralized fluids and a favorable environment for precious metal deposition. These characteristics are consistent with the model for orogenic gold-bearing veins, which can extend to depths in excess of a kilometer. Drilling at Las Conchitas has confirmed the down-dip continuity of highly mineralized zones as demonstrated by drill results reported on July 29, 2024; gold mineralization is not restricted solely to quartz veins, but can also occur in the host rock (phyllite/schist) containing quartz vein.

During Q2 2025, the Company completed 11,739 m of RC drilling and 880 m of diamond drilling at Las Conchitas with the main goal of testing for structural continuity and extensions of the gold mineralization.

La Virgen Prospect

During Q2, 2025, the Company completed 1,379 m of exploration RC drilling at the La Virgen prospect, situated in the central portion of the San Albino - Murra Concession.  The objective of this program was to test gold mineralization identified in the reconnaissance mapping program related to historical underground workings.  Results are pending.

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 in the first quarter of 2025. An RC drilling campaign was designed to test high priority targets at El Golfo, located approximately 1 km to the south of Las Conchitas area. The Company initiated drilling at El Golfo and completed 4,397 m of RC drilling and 1,193 m of diamond drilling.  On August 14, 2025, the Company announced intercepts of 27.86 g/t Au over 4.1 m (Estimated True Width) at 20 m below surface, and 197.80 g/t Au over 0.7 m (ETW) 345 m down dip from the El Golfo Discovery Hole.

7

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Potrerillos Concession

In December 2019, the Company purchased the Potrerillos exploration and exploitation concession ("Potrerillos Concession"), formerly owned by a subsidiary of Condor Gold Plc. The Potrerillos Concession comprises 12 km2 of subsurface mineral rights and is contiguous to and along strike from the San Albino gold project. Detailed mapping and sampling are in progress on the Potrerillos Concession. The Potrerillos Concession is valid until December 2031 with the ability to renew for an additional 25 years.

During Q2, 2025 the Company continued reconnaissance exploration and identified a number of prospects that require additional follow-up sampling and mapping.

La Segoviana Concession

On April 7, 2020, the Company announced that its wholly-owned Nicaraguan subsidiary, Nicoz Resources, S.A., was granted a new concession by MEM. The new concession, La Segoviana, covers an area of 3,845.80 ha (approximately 39 km2) and is contiguous to the north and northwest of the Company's San Albino-Murra Concession. The La Segoviana Concession allows for both exploration and exploitation and is valid for a period of 25 years, until March 12, 2045.

During Q2 2025, the Company initiated a drilling campaign and completed 1,076 m of RC Drilling.  Results are pending.  The Company continued reconnaissance exploration and continues to identify additional prospects that require additional follow-up sampling and mapping. 

Tiburon Concession

On November 18, 2024, the Company obtained a new concession called Tiburon and initiated a prospecting and mapping program, which identified several areas with potential to discover additional gold bearing structures. Reconnaissance mapping and sampling has identified several new prospects with similar characteristics to San Albino and Las Conchitas. During Q2, 2025, exploration work focused on the Las Flores area where several additional gold prospects were identified. 

For details on all previously reported drill results, please see the Company's filings on SEDAR+.

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 in central Guyana. 4,784 ha of the Eagle Mountain Property relate to the Eagle Mountain Prospecting License while 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 royalty.

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. 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. 

8

Management Discussion and Analysis
For the three and six months ended June 30, 2025

The Company's work program comprises engineering and environmental activities, including tailings and waste dump siting studies, geotechnical drilling, hydrogeology and hydrology studies, environmental geochemistry, consultation and permitting programs. The work program was developed to position the Company for environmental permit applications.

In the second half of 2024, materials, instrumentation, and technical personnel were mobilized to the Eagle Mountain Project to commence geotechnical drilling for the purpose of open pit slope design optimization ("Phase 1"). Phase 1 activities comprised geotechnical drilling targeting the walls of the Eagle Mountain and Salbora deposits using the pit outlines defined in the 2024 Preliminary Economic Assessment ("PEA")1.

Phase 1 included 11 incline and vertical drill holes to test the saprolite and fresh rock characteristics in the Eagle Mountain and Salbora deposits and was completed in late 2024.

The first half of 2025 work program included engineering and environmental activities to confirm mine design parameters and to generate the baseline environmental data and other studies required to complete an Environmental Impact Assessment ("EIA") for submission to the Guyana Environmental Protection Agency ("EPA"). The Company anticipates submission of the draft EIA to the EPA in Q1 2026.

Phase 2 geotechnical activities, which commenced in Q1 2025, comprised drilling and testing of the saprolite and underlying fresh rock to facilitate infrastructure siting studies and site hydrogeological drilling and hydrology testing to generate data for both pit optimization and water resource management studies. YTD Q2 2025 activities also included environmental geochemical testing of water, soils, and rock and metallurgical tests to produce representative tailings samples for environmental modelling.

In March 2025, the Company advanced permitting efforts for the Eagle Mountain Project with the submission of comprehensive Environmental Application and Project Summary documents to the Guyana EPA, marking a critical step in the regulatory approval process. Subsequently, in May 2025, Mako hosted EPA officials at the Eagle Mountain site. Following this visit, on July 13, 2025, the EPA announced the start of the public notice period. During this phase, the Guyana EPA and Environmental Resources Management Ltd. - Mako's lead consultant for the EIA process - together with Mako will conduct a series of stakeholder and community engagement meetings. This process will inform the impacts and mitigation measures of the EIA.

________________________________
1 The NI-43101 technical report entitled "Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana" dated March 1, 2024, with an effective date of January 16, 2024, is available under Mako's profile at www.sedarplus.ca.

9

Management Discussion and Analysis
For the three and six months ended June 30, 2025

TREND ANALYSIS

Summary of Quarterly Results

    2025     2024       2023  
(in $000's excluding per share)   Apr - Jun     Jan - Mar     Oct - Dec     Jul - Sept     Apr - Jun     Jan-Mar       Oct - Dec   Jul - Sept  
Revenue   38,715     31,788     28,849     15,739     28,278     19,211       26,472   10,707  
Cost of sales   (19,728 )   (15,005 )   (12,586 )   (11,242 )   (11,715 )   (10,148 )     (12,680 ) (8,057 )
Gross profit   18,987     16,783     16,263     4,497     16,563     9,063       13,792   2,650  
E&E expenses   (2,209 )   (1,530 )   (1,241 )   (1,148 )   (179 )   (696 )     (988 ) (1,178 )
G&A expenses   (2,603 )   (1,701 )   (2,096 )   (1,736 )   (3,023 )   (1,794 )     (1,573 ) (1,895 )
Other income (expenses)   1,622     (1,078 )   (2,357 )   (641 )   (1,463 )   (664 )     (900 ) (719 )
Income taxes   (6,979 )   (3,050 )   (5,912 )   (595 )   (3,130 )   (560 )     (817 ) (330 )
Net income (loss)   8,818     9,424     4,657     377     8,768     5,349       9,514   (1,472 )
Basic income (loss) per share   0.11     0.12     0.06     -     0.13     0.08       0.14   (0.02 )
Diluted income (loss) per share   0.11     0.12     0.06     -     0.13     0.08       0.14   (0.02 )
The sum of the quarters may not equal the annual results due to rounding.                                
Consolidated gold ounces produced   10,370     9,830     11,070     6,327     12,206     9,875       11,566   7,937  
Consolidated gold ounces sold   11,476     10,817     10,888     6,532     12,313     9,267       13,481   5,767  
Average realized gold price ($/oz)   3,323     2,915     2,650     2,409     2,296     2,073       1,963   1,857  
San Albino Mine:   54,354     48,813     46,732     29,749     59,550     67,961       52,399   47,731  
Tonnes mineralization mined
Tonnes milled   52,705     53,551     51,242     51,865     52,681     52,478       51,745   51,578  
Grade milled (g/t Au)   6.6     7.1     8.6     4.2     8.8     7.3       8.2   6.9  
Recovery %   80%     85%     85%     73%     82%     81%       85%   78%  

For the three months ended June 30, 2025:

Revenue: During Q2 2025, the increase in revenue compared to Q2 2024 is attributed to the higher average realized gold prices for gold sales ($3,323/oz vs $2,296/oz) offset by a decrease in gold ounces sold (11,476 oz vs 12,313 oz). The Q2 2025 revenue includes 1,372 oz of gold and 12,623 oz of silver sold from the Moss Mine.

Cost of sales: Cost of sales is comprised of production cost and depreciation, depletion and amortization of the mine assets and the plant mainly from the San Albino Mine. During Q2 2025, lower gold grade and recoveries, generated an increase in the production cost of the gold produced and sold. Additionally, the increase in total tonnes mined derived from an increase in stripping ratio at Las Conchitas deposit and longer haul distances for waste and mineralized material from same deposit generated higher mining costs compared to Q2 2024. Cost of sales in Q2 2025 have been also affected by a higher cost associated to royalties of San Albino Mine derived from the increase in the realized gold prices compared to Q2 2024.

Exploration and evaluation ("E&E") expenses: Included in Q2 2025, E&E expenses of $1.1 million related to the Eagle Mountain Project, acquired by the Company on July 3, 2024. In addition, during Q2 2025 the exploration expenditure incurred in El Jicaro concession increased in $0.5 million, compared to Q2 2024.

Other income (expenses): During Q2 2025, the Company recorded a higher foreign exchange gain compared to Q2 2024, primarily driven by the repayment of intercompany balances and the depreciation of the Canadian dollar relative to the US dollar. Additionally, the full repayment of the Silver Loan with Sailfish during the quarter significantly reduced the impact of changes in the fair value of the derivatives liability, resulting in a lower loss compared to Q2 2024. Lastly, a $1.0 million gain was recognized in the statement of income and comprehensive income following the elimination of the Contingent Consideration. This gain reflects a reassessment of the expected cash flows related to a royalty agreement settlement stemming from the acquisition of the Moss Mine following the acquisition of the Debt owed by Elevation to Maverix on July 2, 2025.

10

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Income taxes: Due to increased revenues from higher gold prices ($3,323/oz versus $2,296/oz), taxes for Q2 2025 were calculated based on taxable income and adjusted for tax strategies anticipated to be taken for the 2025 tax year. An increase of $2.5 million in deferred income tax expense primarily relates to timing differences associated with capitalized development expenditures, as well as the gold inventory held by the Company's Nicaraguan subsidiary.

Revenue

    Three months ended           Six months ended        
    Jun 30, 2025      Jun 30, 2024     Change     Jun 30, 2025     Jun 30, 2024     Change  
Revenue (in $000s) $ 38,715   $ 28,278   $ 10,437   $ 70,503   $ 47,487   $ 23,016  
Gold sold (ozs.)   11,476     12,313     (837 )   22,293     21,580     713  
Average realized gold price ($ per oz.) $ 3,323   $ 2,296   $ 1,027   $ 3,125   $ 2,201   $ 924  

For the three months ended June 30, 2025:

For Q2 2025, the Company's revenue was derived from the San Albino Mine (10,104 oz of gold) and the Moss Mine (1,372 oz of gold and 12,623 oz of silver).

The increase in revenue of $10.4 million (increase of 37%) for Q2 2025 compared to Q2 2024 is a result of higher average realized gold price of $3,323/oz (an increase of $1,027/oz or 45%), offset by a decrease of 837 oz of gold sold in Q2 2025 compared to Q2 2024.

The Company sells gold at the spot price.  The quarterly average spot gold price for Q2 2025 was $3,280/oz (Q2 2024: $2,338/oz), up 40% over Q2 2024, and closed on June 30, 2025, at $3,287/oz, up 41% from the closing price on June 30, 2024.

For the six months ended June 30, 2025:

For YTD Q2 2025, the Company's revenue was derived from the San Albino Mine (19,985 oz of gold) and the Moss Mine (2,308 oz of gold and 21,185 oz of silver).

The increase in revenue of $23.0 million (increase of 48%) for YTD Q2 2025 compared to YTD Q2 2024 is a result of higher average realized gold price of $3,125/oz (an increase of $924/oz or 42%), and an increase of 713 oz of gold sold in YTD Q2 2025 compared to YTD Q2 2024.

The Company sells gold at the spot price.  The average spot gold price for YTD Q2 2025 was $3,067/oz (YTD Q2 2024: $2,203/oz), up 39% over YTD Q2 2024.

11

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Exploration and evaluation expenses

Expenses by property   Three months ended             Six months ended        
(in $000s)   Jun 30, 2025     Jun 30, 2024     Change       Jun 30, 2025     Jun 30, 2024     Change  
El Jicaro $ 546   $ 11   $ 535     $ 602   $ 88   $ 514  
San Albino   286     70     216       576     253     323  
Las Conchitas   60     64     (4 )     129     461     (332 )
Eagle Mountain   1,135     -     1,135       2,172     -     2,172  
Moss Mine   48     -     48       48     -     48  
Other   134     34     100       212     73     139  
  $ 2,209   $ 179   $ 2,030     $ 3,739   $ 875   $ 2,864  

For the three and six months ended June 30, 2025:

During Q2 2025 and YTD Q2 2025, expenses continued to be primarily associated with the Eagle Mountain Project.

General and administrative expenses

(in $000s)   Three months ended             Six months ended        
  Jun 30, 2025     Jun 30, 2024     Change       Jun 30, 2025     Jun 30, 2024     Change  
Accounting and legal $ 333   $ 200   $ 133     $ 446   $ 455   $ (9 )
Consulting fees   5     15     (10 )     20     25     (5 )
Directors' fees   69     57     12       172     114     58  
Depreciation   35     36     (1 )     71     64     7  
General office expenses   77     46     31       167     94     73  
Insurance   123     112     11       243     225     18  
Investor relations and communications   24     19     5       72     81     (9 )
Salaries and benefits   1,415     2,037     (622 )     2,300     2,910     (610 )
Stock-based compensation   431     330     101       578     576     2  
Telephone and IT services   49     40     9       107     76     31  
Transfer agent fees and regulatory fees   22     76     (54 )     54     107     (53 )
Travel   20     55     (35 )     74     89     (15 )
  $ 2,603   $ 3,023   $ (420 )   $ 4,304   $ 4,816   $ (512 )

For the three months ended June 30, 2025:

Accounting and legal fees: increased due to timing of services received and additional tax advice was sought on corporate matters during Q2 2025.

Salaries and benefits decreased in Q2 2025 compared to Q2 2024, primarily due to lower bonus payouts in the current period. Q2 2024 included $0.2 million in severance to the former CFO. The decrease was partially offset by salary increases for senior executives in Q2 2025.

Stock-based compensation: The increase in Q2 2025 compared to Q2 2024 relates to the increase in the expenditure of the Options, RSUs and DSUs granted in April 2025.

For the six months ended June 30, 2025:

Salaries and benefits decreased in YTD Q2 2025 compared to YTD Q2 2024, primarily due to lower bonus payouts in the current period. YTD Q2 2024 included $0.2 million in severance to the former CFO. The decrease was partially offset by salary increases for senior executives in YTD Q2 2025.

12

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Other income (expenses)

    Three months ended             Six months ended        
(in $000s)   Jun 30, 2025     Jun 30, 2024     Change       Jun 30, 2025     Jun 30, 2024     Change  
                                       
Accretion and interest expense $ (421 ) $ (254 ) $ (167 )   $ (703 ) $ (385 ) $ (318 )
Change in fair value of derivative liability   8     (925 )   933       (261 )   (1,300 )   1,039  
Loss on gold stream derivative asset   (3 )   (260 )   257       (14 )   (250 )   236  
Gain on elimination of Contingent Consideration   1,000     -     1,000       1,000     -     1,000  
Loss on settlement of reclamation liability   -     -     -       -     (94 )   94  
Foreign exchange gain (loss)   1,025     (47 )   1,072       506     (135 )   641  
Interest income   13     23     (10 )     17     37     (20 )
  $ 1,622   $ (1,463 ) $ 3,085     $ 545   $ (2,127 ) $ 2,672  

For the three and six months ended June 30, 2025:

The Company's derivative liabilities include the Sailfish Loan and the Sailfish Silver Loan.  The Q2 2025 change in fair value of the derivative liability relates to the Sailfish Silver Loan whereas in Q2 2024 the change relates to the Sailfish Loan and the Sailfish Silver Loan. An increase in silver prices offset by the decrease in the remaining quantities left to deliver has resulted in a lower loss derived from the decrease in the fair value calculation of the respective derivative liability.

Foreign exchange gains (losses) arise from the translation of foreign-denominated transactions and balances into the relevant functional currencies of the Company and its subsidiaries. There are significant foreign-denominated intercompany balances held by certain subsidiaries of the Company. Fluctuations between the functional currency of the subsidiary and the currency of the intercompany balance result in significant non-cash, unrealized foreign exchange gains and losses. These unrealized gains and losses are recognized in the consolidated net income of the Company.

During Q2 2025, the Company recorded a higher foreign exchange gain compared to Q2 2024, primarily driven by the repayment of intercompany balances and the depreciation of the Canadian dollar relative to the US dollar. Additionally, the full repayment of the Silver Loan with Sailfish during Q2 2024 significantly reduced the impact of changes in the fair value of the derivatives liability, resulting in a lower loss compared to Q2 2024. Lastly, a $1.0 million gain was recognized in the statement of income and comprehensive income following the elimination of the Contingent Consideration. This gain reflects a reassessment of the expected cash flows related to a royalty agreement settlement stemming from the acquisition of the Moss Mine following the acquisition of the Debt owed by Elevation to Maverix on July 2, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Financial condition

As at (in $000s)   Jun 30, 2025   Dec 31, 2024     Change  
Cash and cash equivalents $ 28,594   $ 14,521   $ 14,073  
Working capital $ 38,939   $ 10,773   $ 28,166  

For the six months ended June 30, 2025:

Cash and cash equivalents increased by $14.1 million during YTD Q2 2025. Funds generated from operating activities and exercise of options and warrants were utilized to make repayment installments of $1.3 million on the Sailfish Silver Loan, pay interest of $0.3 million on the Wexford Loan, purchase the Company's common shares under the NCIB at a cost of $1.4 million, pay the purchase price of the Moss Mine at a cost of $6.5 million and fund the investing and operating activities.

13

Management Discussion and Analysis
For the three and six months ended June 30, 2025

The working capital (defined as current assets less current liabilities) increased during YTD Q2 2025 by $28.2 million primarily due to the increase in current assets, specifically cash and the inventory acquired with the Moss Mine and by a decrease in term loans and derivative liabilities, during the same period.

Cash flows

(in $000s)   Three months ended           Three months ended        
    Jun 30, 2025     Jun 30, 2024     Change     Jun 30, 2025     Jun 30, 2024     Change  
Operating cash flows before changes in working capital $ 12,798   $ 12,527   $ 271   $ 25,116   $ 21,046   $ 4,070  
Changes in working capital   5,942     (4,029 )   9,971     (188 )   (7,313 )   7,125  
Restricted cash - refunded   1,503     -     1,503     1,503     -     1,503  
Net cash flows provided by operating activities   20,243     8,498     11,745     26,431     13,733     12,698  
Net cash flows used in investing activities   (3,019 )   (2,601 )   (418 )   (11,794 )   (3,590 )   (8,204 )
Net cash flows provided by (used in) financing activities   949     (3,733 )   4,682     (592 )   (4,941 )   4,349  
Effect of foreign exchange on cash and cash equivalents   21     28     (7 )   28     15     13  
Change in cash and cash equivalents $ 18,194   $ 2,192   $ 16,002   $ 14,073   $ 5,217   $ 8,856  

For the three months ended June 30, 2025:

The Company generated positive cash flow from operations of $20.2 million during Q2 2025, an increase of $11.7 million compared to Q2 2024.  The increase in cash flows provided by operating activities is primarily attributable to an increase in revenue driven by higher gold selling prices, return of $1.5 million restricted funds held as collateral against the Moss Mine reclamation bonds, and an overall increase in changes in working capital.

The cash used in investing activities during Q2 2025 increased by $0.4 million compared to Q2 2024 and relates to the development activities at the San Albino Mine in Nicaragua including the expansion drill program to further evaluate and develop extensions of the high-grade mineralization trends beyond the limits of the Company's MRE and the purchase of equipment, offset with proceeds of $1.0 million on the exercise of the Sailfish Silver Option.

The cash provided by (used in) financing activities during Q2 2025 increased by $4.7 million compared to Q2 2024 and primarily reflects the proceeds of $1.4 million received on the exercise of 0.2 million share purchase options and 0.4 million share purchase warrants, which was offset with the installment payments of $0.4 million on the Sailfish Silver Loan.

For the six months ended June 30, 2025:

The Company generated positive cash flow from operations of $26.4 million during YTD Q2 2025, an increase of $12.7 million compared to YTD Q2 2024.  The increase in cash flows provided by operating activities is primarily attributable to an increase in revenue driven by higher gold selling prices and slightly higher quantity of gold ounces sold during YTD Q2 2025 and increase in changes in working capital in YTD Q2 2025.

The cash used in investing activities during YTD Q2 2025 increased by $8.2 million compared to YTD Q2 2024 and relates to the Moss Transaction which was offset with the cash acquired on the acquisition of the Moss Mine, the development activities at the San Albino Mine in Nicaragua including the expansion drill program to test for future economic benefit derived from extensions of the high-grade mineralization trends beyond the limits of the Company's MRE and the purchase of equipment, offset with proceeds of $1.0 million on the exercise of the Sailfish Silver Option.

The cash used in financing activities during YTD Q2 2025 decreased by $4.3 million compared to YTD Q2 2024 primarily due to a $1.8 million reduction in the purchase of the Company's common shares under the NCIB. Additionally, cash used in financing activities during YTD Q2 2025 reflects the installment payments of $1.3 million on the Sailfish Silver Loan, interest payment of $0.3 million on the Wexford Loan which was offset with the proceeds of $2.4 million received on the exercise of 0.5 million share purchase options and 0.8 million share purchase warrants.

14

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Liquidity risk

The condensed interim 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 June 30, 2025. As at June 30, 2025, the Company had cash and cash equivalents of $28.6 million and working capital (defined as current assets less current liabilities) of $38.9 million.

For YTD Q2 2025, the Company generated operating cash inflows from operating activities of $26.4 million (YTD Q2 2024: $13.7 million) and generated a net income of $18.2 million (YTD Q2 2024: $14.1 million).

The Revised Wexford Loan accrues interest at a rate of 10% per annum, compounded semi-annually.  On January 2, 2025 and July 2, 2025, an interest payment of $0.3 million and $0.3 million was made on the Revised Wexford Loan, respectively.

On April 28, 2025, the Company delivered the final installment of 13,500 ounces of silver on the Sailfish Silver Loan.

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.

OUTSTANDING SECURITIES

As of the date of this MD&A, the Company had 80,102,756 common shares issued and outstanding, plus 1,092,619 RSUs, 370,040 DSUs and 1,754,334 share purchase options outstanding.

TRANSACTIONS WITH RELATED PARTIES

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, and Directors. The compensation to key management was as follows:

15

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Key management compensation

(in $000s)   Three months ended           Three months ended        
  Jun 30, 2025     Jun 30, 2024     Change     Jun 30, 2025     Jun 30, 2024     Change  
Director fees $ 69   $ 57   $ 12   $ 173   $ 114   $ 59  
Salaries, consulting and management fees   625     1,100     (475 )   834     1,311     (477 )
Share-based compensation   215     188     27     300     383     (83 )
Total $ 909   $ 1,345   $ (436 ) $ 1,307   $ 1,808   $ (501 )
                                     
As at                           Jun 30, 2025     Dec 31, 2024  
Amount included in accounts payable                         $ 46   $ 303  

The increase in director fees in YTD Q2 2025 relates to the additional fees paid following the formation of an additional committee to oversee the Moss Transaction and the increase in the members of the Board of Directors from six to seven directors which occurred in Q3 2024 after the closing of the Goldsource transaction.

The increase in share-based compensation expenses during Q2 2025 relates to options, RSUs and DSU granted in April 2025 which was offset in the decrease in the expenditure of the RSUs granted in 2022 that had fully vested in December 2024.

The decrease in share-based compensation expenses during YTD Q2 2025 relates to the decrease in the expenditure of the RSUs granted in 2022 that had fully vested in December 2024.

Other related party transactions

(a) 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 three and six months ended June 30, 2025, the Company expensed fees relating to consulting services of $0.1 million and $0.1 million (2024:  $1,002 and $1,503) and $18,846 and $48,681 (2024:  $12,529 and $18,794) in general office expenses, respectively. Amounts payable to Tes-Oro as at June 30, 2025, were $0.1 million (December 31, 2024: $9,397).

(b) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders, and a director. In addition to the Sailfish Silver Loan Derivative and the Sailfish Silver Option, during the three and six months ended June 30, 2025, the Company's subsidiary Nicoz had the following transactions with Sailfish:

Gold stream sales

i. Nicoz received advances of $nil (2024: $0.2 million and $0.4 million) for the purchase of gold ounces, respectively.

ii. Nicoz sold 9 and 26 (2024: 365 and 456) ounces of gold to Sailfish for $6,587 and $19,402 (2024: $0.2 million and $0.3 million) of which $6,587 and $19,402 (2024: $0.2 million and $0.3 million) is recorded as production services revenue and $3,038 and $14,410 (2024: $0.3 million and $0.3 million) is included in the loss on gold stream derivative asset disclosed in the consolidated statement of income and comprehensive income, respectively.

As at June 30, 2025, a balance of $6,587 was receivable from Sailfish and is included in receivables (December 31, 2024 -$69,698).

16

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Royalty fee

Sailfish is entitled to a two percent net smelter royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018.

During the three and six months ended June 30, 2025, a royalty fee of $0.6 million and $1.2 million (2024: $0.2 million and $0.3 million) was payable to Sailfish and is included in production costs in the consolidated statement of income and comprehensive income, respectively.

During the three and six months ended June 30, 2025, Nicoz offset $12,815 and $82,513 (2024: $Nil) in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish, respectively.

As at June 30, 2025, a balance of $0.6 million (December 31, 2024: $0.4 million) was payable to Sailfish and is included in accounts payable and accrued liabilities.

(c) Wexford LP. ("Wexford")

Wexford is the Company's significant shareholder. On March 27, 2025, the Company acquired the Moss mine from Wexford EGA, an entity owned by Wexford.  Refer to MOSS MINE ACQUISITION for additional details.

PROPOSED TRANSACTIONS

None.

MOSS MINE ACQUISITION

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EGA, an entity owned by the Company's controlling shareholder. EGA, is a private corporation incorporated in Delaware and owns 100% of the common shares of GVC, which owns the Moss gold mine located in Arizona (the "Moss Transaction"). In doing so, the Company acquired 100% of the Moss Mine, located in Arizona.

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

The Company's purchase price for the EGA acquisition was $6.5 million, fully paid in cash, incurred acquisition-related costs of $0.4 million, relating to external legal and advisory fees, which were capitalized and included as a cost of acquiring the net assets and additional $1.5 million cash payment, contingent upon certain ongoing court disputes with respect to net smelter royalties at the Moss mine ("Contingent Consideration") (refer to Contingent Consideration - Royalty agreement settlements below).

The total purchase price of $7.8 million, including an estimate of the fair value of the Contingent Consideration is composed as follows:

    $  
Cash paid   6,489  
Moss Transaction costs   356  
Fair value of Contingent Consideration (Royalty Agreements settlement) - refer to (b) below   1,000  
    7,845  

17

Management Discussion and Analysis
For the three and six months ended June 30, 2025

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Relative fair value of net assets acquired and (liabilities) assumed   As at March 27, 2025
$		  
       
Cash   346  
Prepaid expenses and deposits   401  
Inventory   13,139  
Restricted cash - refer to (a) below   3,259  
Building and equipment   603  
Mining interest   5,424  
    23,172  
Less:      
Accounts payable and accrued liabilities   (  1,067 )
Provision for reclamation and rehabilitation   (14,260 )
    7,845  

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest and working capital. The provision for reclamation and rehabilitation was initially measured in accordance with IAS 37. The value of the building, equipment and the mine mining interest was determined based on a discounted cash flow model using a two-year life of mine.

(a) Restricted Cash

The Company maintains restricted cash balances related to collateral security for reclamation bonds. These reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss mine.

As of March 27, 2025, the total restricted cash held for reclamation bond purposes amounted to $3.3 million.

On June 20, 2025, restricted cash of $1.5 million held for reclamation bond purposes was released to the Company.

As of June 30, 2025, the total restricted cash held for reclamation bond purposes amounts to $1.8 million, which is classified as non-current on the balance sheet based on the anticipated timing of the bond release conditions.

These funds are held in designated accounts and cannot be used for general corporate purposes unless released by the relevant issuer of the reclamation bond upon fulfillment of specific requirements. The Company continues to monitor and assess its reclamation obligations to ensure compliance with applicable environmental regulations and financial assurance requirements.

(b) Contingent Consideration - Royalty agreement settlements

The 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation (collectively, the "Royalty Holders") are currently being disputed by Elevation as part of the Bankruptcy Process whereby the court is asked to declare the validity of the real property interests asserted by the Royalty Holders ("Royalty Agreements").

Should Elevation be successful in invalidating the Royalty Agreement or if an agreement is reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company will pay Elevation $1.5 million.

18

Management Discussion and Analysis
For the three and six months ended June 30, 2025

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the Royalty Holders, which are still before the United States Bankruptcy Court for the District of Arizona.

The fair value of the Contingent Consideration has been determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement. The fair value of the Contingent Consideration was estimated to be $1.0 million at the acquisition date.

On June 30, 2025, the Company reassessed the likelihood of the cash flow for the Contingent Consideration and determined that it was remote following the subsequent acquisition of the Debt owed by Elevation to Maverix on July 2, 2025.

A gain of $1.0 million on the elimination of Contingent Consideration was recognized in the statement of income and comprehensive income for the six months ended June 30, 2025.

ACCOUNTING CHANGES AND CRITICAL ESTIMATES

Estimates and judgments

The preparation of financial statements in accordance with IFRS 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 judgements 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;

● Stockpiled ore, ore in-circuit and heap leach ore net realizable value;

● Exploration versus Development Expenditures

● Judgment and estimates as to the fair value of the assets acquired on the Moss Transaction;

● Judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates;

● Judgement in determining whether an acquisition meets the definition of a business or whether it is a purchase of assets

● Estimation of the fair value of the Sailfish Silver Loan;

● Estimation of the effective interest rate for the Revised Wexford Loan;

● Judgement in determining that the Sailfish Silver Loan is a derivative;

● Judgement in determining whether non-current assets are impaired; and

● Estimation of the reclamation and remediation provision.

19

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Refer to Note 6 of the Company's audited consolidated financial statements for the year ended December 31, 2024, and to Note 5 in the condensed interim consolidated financial statements for the three and six months ended June 30, 2025, for a detailed discussion of these accounting estimates and judgments.

CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements and the respective accompanying Management's Discussion and Analysis.

DISCLOSURE CONTROLS

Disclosure controls and procedures ("DC&P") are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ("ICFR") are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

TSX-V listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in NI 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) 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 (b) 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 IFRS Accounting Standards.

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.

NON-IFRS MEASURES

The Company has included non-IFRS measures in this MD&A such as adjusted EBITDA, cash cost per ounce sold, AISC per ounce sold and working capital. 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. These measures do not have any standardized meaning prescribed under the IFRS Accounting Standards and therefore may not be comparable to other issuers. In the gold mining industry, cash cost per ounce sold and AISC per ounce sold are common performance measures but do not have any standardized meaning. 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. Accordingly, it is 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.

"Adjusted EBITDA" represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization ("EBITDA"), adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation.

20

Management Discussion and Analysis
For the three and six months ended June 30, 2025

"Cash costs per ounce sold" is production costs, which includes mining, milling and mine site administration costs, divided by the ounces of gold sold.

"AISC per ounce sold" includes cash costs (as defined above) less revenues from silver sales and adds the sum of G&A, sustaining capital and capitalized development expenditures, 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 exploration and evaluation expenses 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.

"Working capital" is current assets less current liabilities.

The following table provides a reconciliation of production costs to AISC:

(in $000's)   Three months ended       Six months ended  
  Jun 30, 2025     Jun 30, 2024       Jun 30, 2025     Jun 30, 2024  
Production costs (GAAP) (Cash Costs) $ 17,315   $ 9,763     $ 30,719   $ 17,712  
Silver sales   (610 )   -       (610 )   -  
Supporting general and administrative expenses   372   $ 765       796     1,255  
General and administrative expenses   1,448     1,269       2,659     1,869  
Sustaining capital expenditures   588     1,604       771     1,804  
Accretion of the asset retirement costs (ARO) (Non-cash)   34     35       74     64  
Capitalized development expenditures   -     81       -     475  
Total AISC ($) $ 19,147   $ 13,517     $ 34,409   $ 23,179  
Ounces of gold sold   11,476     12,313       22,293     21,580  
Cash cost per gold ounce sold $ 1,509   $ 793     $ 1,378   $ 821  
AISC per gold ounce sold $ 1,668   $ 1,098     $ 1,543   $ 1,074  

Earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion, and amortization ("EBITDA") calculations:

(in 000's)   Three months ended       Six months ended  
  Jun 30, 2025     Jun 30, 2024       Jun 30, 2025     Jun 30, 2024  
Net income after taxes $ 8,818   $ 8,768     $ 18,243   $ 14,117  
Income tax expense   6,979     3,130       10,029     3,690  
Finance cost, net of finance income   421     254       703     385  
Depreciation and amortization   2,447     1,988       4,084     4,213  
EBITDA(1) $ 18,665   $ 14,140     $ 33,059   $ 22,405  
Share-based compensation expense   431     330       578     576  
Exploration activities   2,209     179       3,739     875  
ADJUSTED EBITDA(1) $ 21,305   $ 14,649     $ 37,376   $ 23,856  

(1) Refer to "Non-IFRS Measures".

21

Management Discussion and Analysis
For the three and six months ended June 30, 2025

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, Arizona, United States and Guyana, 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:

o Recovery Variability: Recovery rates can fluctuate due to ore composition, changes in mineralogy, and environmental conditions affecting leaching efficiency.

o Operational Challenges: Factors such as liner integrity, solution distribution, and reagent consumption can influence overall effectiveness and profitability.

o Environmental and Regulatory Compliance: Stringent environmental laws on cyanide management and waste disposal may lead to delays or increased costs.

o 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.

o Climate and Weather: Extreme conditions can disrupt leach kinetics and infrastructure stability.

o 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.

The Company continuously monitors and mitigates these risks through operational improvements and compliance initiatives.

● 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 conduct its business.

● Although the Company has taken steps to verify title to its exploration and evaluation assets, there is no guarantee that the exploration and evaluation 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.

22

Management Discussion and Analysis
For the three and six months ended June 30, 2025

● 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 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. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described above and the other information filed with the Canadian securities regulators 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.

FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking information" (also referred to as "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. All statements, other than statements of historical fact, are forward-looking statements.

In this MD&A, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: regulatory and permitting considerations, financing of the Company's acquisitions and other activities, exploration, development and operation of mining properties 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.

23

Management Discussion and Analysis
For the three and six months ended June 30, 2025

Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below and including those referenced in the "Risks and Uncertainties" section of this MD&A, and, as a result they may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

• financing, capitalization and liquidity risks;

• mineral exploitation and exploration program cost estimates;

• 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;

• other factors referenced under "Risks and Uncertainties"; and

• other risks normally incident to the acquisition, exploration, development and operation of mining properties.

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company's affairs since the date of this report that would warrant any modification of any forward-looking statements made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company's website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to the Company's disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online at www.sedarplus.ca.

TECHNICAL INFORMATION

John Rust, Chief Metallurgist, and Eric Fier, CPG, P.Eng, Chairman of Mako, are the Qualified Persons under NI43-101 for Mako and have reviewed and approved the technical data of this document.

24

 

September 30th, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Proposed Acquisition of the Permitted Mt. Hamilton Gold-Silver Project

in Nevada Along with a Well-Defined Tungsten-Copper-Molybdenum Target, Marking
the Company's First Foray Into USA Domiciled Critical Metals Without Any Equity Dilution

Mako Mining Corp. ("Mako" or the "Company") (TSXV: MKO; OTCQX: MAKOF) is pleased to announce the entering into of a binding term sheet (the "Term Sheet") with Sailfish Royalty Corp. ("Sailfish") to acquire the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") located in White Pine County, Nevada, USA, through the acquisition of 100% of Mt. Hamilton LLC ("MH LLC"), the direct owner of the Mt. Hamilton Project, through a series of transactions. Sailfish will acquire MH LLC on an arm's length basis from Mt. Hamilton Holdings LLC, and subsequently transfer the interests to Mako in consideration for a corporate gold stream, to be secured (the "Stream") and a 2% net smelter return ("NSR") royalty on the Mt. Hamilton Project from Mako (see "Related Party Transaction" below). Neither Mako nor Sailfish will issue any equity to complete these transactions.

Mt. Hamilton Open Pit Heap Leach Gold-Silver Project

The Mt. Hamilton Project has all major state and federal permits to allow construction of an open pit, heap leach gold-silver project, and has a current mineral resource estimate with an effective date of September 23, 2025 (the "Mt. Hamilton MRE") that was prepared by James N. Gray, P.Geo., of Advantage Geoservices Ltd., out of Vancouver, British Columbia, as set forth below. A technical report for the Mt. Hamilton MRE (the "Mt. Hamilton Technical Report") is being prepared by Advantage Geoservices Ltd., APEX Geoscience Ltd. ("APEX") out of Edmonton Alberta and DRA Americas Inc. on behalf of Mako in accordance with National Instrument 43- 101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and will be filed under the Company's SEDAR+ profile at www.sedarplus.ca within 45 days of this news release, and posted on the Company's website at www.makominingcorp.com.

Table 1. Mineral Resource Estimate for the Mt. Hamilton gold-silver deposit with an effective date of September 23, 2025.

Category Tons Au Ag Oz Au Oz Ag
(millions) (oz/ton) (oz/ton) (thousands) (thousands)
Measured 21.00 0.022 0.165 454 3,473
Indicated 8.09 0.015 0.169 124 1,366
M & I 29.09 0.020 0.166 578 4,839
Inferred 1.46 0.015 0.178 21 260

1. The MRE was completed by Mr. James Gray, P. Geo, of Advantage Geoservices Ltd.

- 2 -

2. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

3. Mineral Resources are the portion of the Mt Hamilton deposit that have reasonable prospects of eventual economic extraction by open pit mining method and processed by gold-silver heap leaching.

4. Mineral Resources are constrained oxide and sulfide mineralization inside a conceptual open pit shell. The main parameters for pit shell construction are metal prices of US$2,400/oz gold and US$28/oz silver, variable recovery for gold and silver for oxide and sulfide mineralization by Area, open pit mining costs of US$3.30/ton, heap leach processing costs of US$4.50/ton, general and administrative costs of US$1.65/ton processed, pit slope angles of 50° and a 2.4% royalty.

5. Mineral Resources are shown above a 0.006 oz/ton gold cut-off grade. This is a marginal cut-off grade that generates sufficient revenue to cover conceptual processing, general and off-site costs given metallurgical recovery and long-range metal prices for gold and silver.

6. Units are imperial tons.

7. Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

8. Mineral Resources were prepared in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) and CIM MRMR Best Practice Guidelines (2019).

9. The QP is not aware of any known environmental, permitting, legal, taxation, socio-economic, marketing, political or other similar factors which could materially affect the stated Mineral Resources.

The Mt. Hamilton MRE is based on 886 drill holes, totaling 325,960 ft, completed between 1973 and 2012, and is based upon the current interpretation of lithology, structure, and oxidation for the Seligman, Seligman Stock and Centennial areas. Gold ("Au") and silver ("Ag") grades were estimated by Ordinary Kriging, utilizing a block size of 30 x 30 x 15 ft, which is appropriate for an open pit mining operation.

Mt. Hamilton Tungsten Opportunity

The Mt Hamilton Project also hosts a tungsten target, located below and independent of the gold and silver Mt. Hamilton MRE. 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 (W) was named as one of the top 10 critical metals listed by their estimated probability- weighted impact of supply disruptions on the U.S. economy. Tungsten is a critical metal for the US Government, especially for national security, defense, and advanced industrial applications.

Mako believes that having a tungsten target located immediately below a permitted gold-silver project enhances its speed to development.

In a historical NI 43-101 Technical Report and Feasibility Study on the Mt. Hamilton Project titled "NI 43-101 Technical Report Feasibility Study Mt. Hamilton Gold and Silver Project, Centennial Deposit and Seligman Deposit White Pine County, Nevada" prepared by SRK Consulting (U.S.) Inc., Report Date October 16, 2014 and Effective Date August 14, 2014 (Re-statement of Reserves), prepared for MH LLC, Solitario Exploration & Royalty Corp. and Ely Gold & Minerals Inc., a reference was made to a historical reserve estimate on the tungsten target at the Mt. Hamilton Project, prepared by Phillips Petroleum Co., as quoted below:

"Phillips Petroleum Co. (Phillips) acquired much of the area of the current Property in 1968 and, between 1968 and 1982, drilled over 100,000 ft in the exploration for tungsten-copper-molybdenum deposits. A study prepared for Phillips in June 1978 quoted an "ore reserve" of 6.2 Mt at a grade of 0.37% WO3 including 4.2 Mt grading 0.42% WO3, 0.37% Mo and 0.60% Cu."

- 3 -

This "ore reserve" is an historical estimate and is not being treated as a current mineral resource or mineral reserve. It is provided only to illustrate that there is potential for tungsten-copper molybdenum mineralization on the Mt. Hamilton Project. Neither Advantage, APEX (as defined herein), DRA Americas Inc. nor any Mako qualified persons have reviewed this historical information or done sufficient work to classify the historical estimate as a current mineral resource or mineral reserve under NI 43-101. The Company does not have information on the key assumptions, parameters, and methods used to prepare the historical estimate. The Company is not aware of any more recent estimates or data available in respect of the historical estimate. The Company plans to complete a detailed review of the historical drill core and data to verify the geologic model and mineral resource estimate.

Based on Mako's due diligence on the Mt. Hamilton Project, most of the core historically drilled by Phillips is intact and has been stored in the MH LLC facilities, and Mako plans to undertake further exploration work with the goal of rapidly advancing the tungsten-copper-molybdenum exploration target at the Mt. Hamilton Project.

Akiba Leisman, CEO of Mako states, "the proposed Mt. Hamilton acquisition is a demonstration of how Mako can use all the tools it has available to make highly accretive acquisitions without having to issue equity. The permitted Mt. Hamilton Project is relatively high- grade (for an open pit heap leachable oxide deposit), which is straight down the fairway of the kind of projects our operating team is capable of delivering. All major permits are in place to allow construction and the Company is likely to make a construction decision early next year once it has all available technical information to support such a decision. Furthermore, below the gold and silver mineralization, there is a prospective tungsten-copper-molybdenum target which has been extensively drilled by previous operators. Given the strategic importance of tungsten, it will be a key objective to rapidly advance this target to help address the supply needs of the United States."

Transaction 1: Sailfish Acquisition of MH LLC

Sailfish will acquire 100% of MH LLC from arm's length party Mt. Hamilton Holdings LLC for a total purchase price of US$40.0 million in cash. Sailfish has received a commitment letter for a US$40 million non-revolving bridge finance facility (the "Wexford-Sailfish Loan") from affiliates of Wexford Capital LP ("Wexford"), the controlling shareholder of both Mako and Sailfish, to fund the cash component of the acquisition. Mako is not a party to the Wexford-Sailfish Loan and will not incur any direct payment obligations or liabilities in connection with such loan. Upon completion of this initial acquisition transaction, Mako has agreed to take over control of the Mt. Hamilton Project and all costs associated therewith, which costs are not anticipated to be material, and work expeditiously with Sailfish to complete the acquisition of MH LLC from Sailfish. For further information, please refer to Sailfish's news release issued on September 30, 2025, which is available on its SEDAR+ profile at www.sedarplus.ca.

- 4 -

Transaction 2: Sale of MH LLC to Mako in exchange for Stream and NSR royalty

The Term Sheet between Sailfish and Mako provides for the transfer of 100% of MH LLC to Mako in exchange for consideration consisting of the Stream and NSR royalty.

Under the terms of the Stream, Sailfish will purchase from Mako approximately 341.7 troy ounces of gold per month at a price of 20% of the London Bullion Market Association PM Fix price for a period of 60 months (the "Stream Period") commencing immediately following the closing of this second acquisition transaction.

Although production supporting delivery of gold during the majority of the Stream Period is expected to be from the Mt. Hamilton Project, Mako will have the right to source monthly mineral deliveries from its other projects as well as by way of the purchase of silver and/or gold credits or the delivery of gold equivalent ounces. The number of troy ounces of gold to be purchased by Sailfish will be subject to adjustment pursuant to a put/call structure whereby the monthly stream amount will be adjusted, if necessary, to ensure that the stream amount consists of such number of troy ounces of gold of no less than the net equivalent margin of US$738,000.00, which is equivalent to US$2,700/oz Au and no more than the net equivalent margin of US$1,011,333.33, which is equivalent to US$3,700/oz Au. Upon completion of the Stream Period, Mako will grant Sailfish the NSR royalty on all mineral production with respect to the Mt. Hamilton Project.

Mako and Sailfish will enter into a definitive purchase agreement in connection with completing the acquisition, which shall contain certain conditions precedent including, but not limited to, obtaining all required special committee and board approvals for the transaction, disinterested approval of the shareholders of each of Mako and Sailfish to be obtained at respective special meetings of shareholders, and all required approvals including the approval of the TSX Venture Exchange. In the event that the requisite shareholder and/or regulatory approvals for the transaction are not received and the definitive agreement is terminated, Wexford, or a nominee thereof, will purchase MH LLC and the Mt. Hamilton Project, including all rights, obligations and liabilities in connection therewith, with the exception of any costs or liabilities incurred by Mako from the date Mako took over control of the Mt. Hamilton Project to the completion of the sale to Wexford which are not anticipated to be material (the "Fallback Sale"). The purchase price for the Fallback Sale shall be equal to the then outstanding principal and interest amount owing by Sailfish to Wexford under the Wexford-Sailfish Loan and is expected to be settled by a triparty offset arrangement amongst Mako, Sailfish and Wexford, following which Mako will have no outstanding payment obligations or liabilities to either Sailfish or Wexford in connection with the transaction. In the event of a Fallback Sale, the Stream and Royalty Agreement will be rescinded without the secured Stream or NSR royalty having come into force or effect, and there will be no ongoing obligations or liabilities of Mako to Sailfish thereunder.

Mt. Hamilton Project - Property Description and Geology

The Mt. Hamilton Project includes private land and unpatented mining claims on federal land, and is controlled through direct ownership and through lease agreements, totaling approximately 4,530 acres. Most of the federal land, including the land containing the Mt. Hamilton MRE, is administered by the U.S. Forest Service, an agency of the U.S. Department of Agriculture, while the balance is administered by the United States Bureau of Land Management, an agency of the U.S. Department of the Interior.

- 5 -

Mineralization at the Mt. Hamilton Project is characterized by an early polymetallic tungsten-copper-molybdenum plus gold-silver skarn-related phase, and a late gold-silver epithermal overprint. Gold-silver mineralization at Mt. Hamilton occurs within a broad north trending zone of anomalous gold-silver and is hosted in three contiguous areas known as Seligman, Seligman Stock and Centennial. Combined mineralization spans an area approximately 5,800 ft long and 2,000 ft wide, and ranges from exposed at surface to 730 ft below surface.

High and low-angle faults, along with skarn assemblages developed along lithologic contacts, are the main controls to gold-silver mineralization. Gold occurs as free gold, in association with sulfide minerals (pyrite and arsenopyrite), and oxide minerals (hematite and goethite), disseminated with clay, and encapsulated within quartz (Paster; 1988, 1989, and 1990).

These geological descriptions as well as additional technical information will be in the Mt. Hamilton Technical Report containing the Mt. Hamilton MRE.

Qualified Persons

James N. Gray, P.Geo., of Advantage Geoservices Ltd., is an independent "qualified person" within the meaning of NI 43-101 and has reviewed and approved the Mt. Hamilton MRE set out in this press release and Michael Dufresne, M.Sc., P.Geo., of APEX Geoscience Ltd., is an independent "qualified person" within the meaning of NI 43-101 and has reviewed and approved all other scientific and technical information in this news release.

Related Party Transaction

As both Mako and Sailfish are controlled by Wexford, 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, Mako's acquisition from Sailfish, inclusive of the conditional Fallback Sale should such sale become necessary, constitutes 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 is 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.

Special Committee

As a result of Mako's acquisition transaction from Sailfish constituting a related party transaction, and certain conflicts of interest as a result of cross-directorships held by each of Akiba Leisman, Chief Executive Officer of Mako and Asheef Lalani, director of Mako and Paul Jacobi, director of Mako, being a managing director of Wexford, the board of directors of Mako (the "Board") appointed a special committee (the "Special Committee") consisting of John Hick (Chair), Mario Caron, Laurie Gaborit and Eric Fier to assist in the independent evaluation and supervision of the transaction and to consider and make its recommendations to the Board. Following receipt of legal and financial advice, and after taking into account the alternatives available to the Company, the Special Committee unanimously recommended that Board approve the transaction and the Term Sheet, and the Board, following the report of the Special Committee, determined to approve the transaction and the Term Sheet as being in the best interests of the Company and fair to the Company's securityholders (with Messrs. Leisman, Lalani and Jacobi each declaring his interest and abstaining from deliberations and voting).

- 6 -

Special Meeting of Shareholders

Mako has determined to seek disinterested shareholder approval for the related party transaction, inclusive of the conditional Fallback Sale, under the policies of the TSXV, and intends to mail a management information circular to shareholders in respect of a special meeting of shareholders to be held in connection with the approval of the transaction in the coming weeks. Additional details regarding the terms and conditions of the transaction as well as the rationale for the approvals made by the Special Committee and the Board will be set out in the information circular which, together with the definitive agreement, will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

Advisors and Counsel

Stifel Canada is acting as financial advisor to the special committee of Mako, and Cassels Brock & Blackwell LLP is acting as Canadian legal counsel and Spencer Fane LLP is acting as United States legal counsel.

About Mako

Mako Mining Corp. is a publicly listed gold mining, development and exploration company. The Company operates the high-grade San Albino gold mine in Nueva Segovia, Nicaragua, which ranks as one of the highest-grade open pit gold mines globally and offers district-scale exploration potential. Mako also owns 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 aleisman@makominingcorp.com, 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.

- 7 -

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 intention to enter into of a definitive purchase agreement and the Stream and Royalty Agreement with Sailfish, and obtaining all special committee recommendations and board approvals in connection therewith; the holding of a special meeting of shareholders of Mako in connection with seeking approval for the related party transactions; the completion and filing of the Mt. Hamilton Technical Report within 45 days of this news release; Mako's plans to undertake further exploration work with the goal of rapidly advancing the tungsten-copper-molybdenum exploration target at the Mt. Hamilton Project; the anticipated completion of the contemplated transactions, including receipt of all requisite regulatory and shareholder approvals. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and is inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These risk factors include the Company not obtaining all necessary special committee recommendation and board approval and successfully entering into of a definitive agreement and the Stream and Royalty Agreement with Sailfish; not receiving all of the requisite shareholder and regulatory approvals including the approval of TSXV, in a timely manner or at all; changes in the Company's plans for the Mt. Hamilton Project; changes in market conditions and the execution of Mako's business strategies; the Company's dependence on products produced from its key mining assets; fluctuating price of gold; risks relating to the exploration, development and operation of mineral properties, including but not limited to adverse environmental and climatic conditions, unusual and unexpected geologic conditions and equipment failures; risks relating to operating in emerging markets; health, safety and environmental risks and hazards to which the Company's operations are subject; the Company's ability to maintain or increase present level of gold production; access to financing; uncertainty in the estimation of mineral resources; reliance on mineral project infrastructure and supply chains; risks relating to the acquisition, holding and renewal of title to mining rights and permits, and changes to the mining legislative and regulatory regimes in the Company's operating jurisdictions; limitations on insurance coverage; risks relating to illegal and artisanal mining; the Company's compliance with anti-corruption laws; the availability and performance of contractors and suppliers; cost overruns; risks relating to acquisitions; title disputes or claims; risks related to enforcing legal rights in foreign jurisdictions; competition in the precious metals mining industry; fluctuating currency exchange rates (including the US Dollar); taxation risks; labour and employment relations; the impact of global financial, economic and political conditions, global liquidity, interest rates, inflation and other factors on the Company's results of operations and market price of common shares; force majeure events; transactions that may result in dilution to common shares; the Company's dependence on key management personnel and executives; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca. 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.

Form 51-102F3

Material Change Report

Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations

Item 1 Name and Address of Company

Mako Mining Corp. ("Mako" or the "Company")
700 - 838 West Hastings Street
Vancouver, British Columbia
V6C 0A6

Item 2 Date of Material Change

September 29, 2025

Item 3 News Release

A news release issued on September 30, 2025 (the "News Release") was disseminated by Mako through Accesswire and was subsequently filed under Mako's profile on SEDAR+ at www.sedarplus.ca.

Item 4 Summary of Material Change

On September 29, 2025, Mako entered into a binding term sheet (the "Term Sheet") with Sailfish Royalty Corp. ("Sailfish") to acquire the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") located in White Pine County, Nevada, USA, through the acquisition of 100% of Mt. Hamilton LLC ("MH LLC"), the direct owner of the Mt. Hamilton Project, through a series of transactions. Sailfish will acquire MH LLC on an arm's length basis from Mt. Hamilton Holdings LLC, and subsequently transfer the interests to Mako in consideration for a corporate gold stream, to be secured (the "Stream") and a 2% net smelter return ("NSR") royalty on the Mt. Hamilton Project from Mako (see "Related Party Transaction" below). Neither Mako nor Sailfish will issue any equity to complete these transactions.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On September 29, 2025, Mako entered into the Term Sheet with Sailfish to acquire the Mt. Hamilton Project through the acquisition of 100% of MH LLC,  the direct owner of the Mt. Hamilton Project, through a series of transactions. Sailfish will acquire MH LLC on an arm's length basis from Mt. Hamilton Holdings LLC, and subsequently transfer the interests to Mako in consideration for the Stream and the NSR on the Mt. Hamilton Project from Mako (see "Related Party Transaction" below). Neither Mako nor Sailfish will issue any equity to complete these transactions. The acquisition is an accretive acquisition for Mako that fits within the delivery capabilities of Mako's operating team, with all major permits in place to allow for the construction of Mt. Hamilton, in the mining-friendly jurisdiction of Nevada.

Mt. Hamilton Open Pit Heap Leach Gold-Silver Project

The Mt. Hamilton Project has all major state and federal permits to allow construction of an open pit, heap leach gold-silver project, and has a current mineral resource estimate with an effective date of September 23, 2025 (the "Mt. Hamilton MRE") that was prepared by James N. Gray, P.Geo., of Advantage Geoservices Ltd., out of Vancouver, British Columbia, as set forth below. A technical report for the Mt. Hamilton MRE (the "Mt. Hamilton Technical Report") is being prepared by Advantage Geoservices Ltd., APEX Geoscience Ltd. ("APEX") out of Edmonton Alberta and DRA Americas Inc. on behalf of Mako in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and will be filed under the Company's SEDAR+ profile at www.sedarplus.ca within 45 days of the News Release, and posted on the Company's website at www.makominingcorp.com.

Table 1. Mineral Resource Estimate for the Mt. Hamilton gold-silver deposit with an effective date of September 23, 2025.

Category Tons Au Ag Oz Au Oz Ag
(millions) (oz/ton) (oz/ton) (thousands) (thousands)
Measured 21.00 0.022 0.165 454 3,473
Indicated 8.09 0.015 0.169 124 1,366
M & I 29.09 0.020 0.166 578 4,839
Inferred 1.46 0.015 0.178 21 260

1. The MRE was completed by Mr. James Gray, P. Geo, of Advantage Geoservices Ltd.

2. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

3. Mineral Resources are the portion of the Mt Hamilton deposit that have reasonable prospects of eventual economic extraction by open pit mining method and processed by gold-silver heap leaching.

4. Mineral Resources are constrained oxide and sulfide mineralization inside a conceptual open pit shell. The main parameters for pit shell construction are metal prices of US$2,400/oz gold and US$28/oz silver, variable recovery for gold and silver for oxide and sulfide mineralization by Area, open pit mining costs of US$3.30/ton, heap leach processing costs of US$4.50/ton, general and administrative costs of US$1.65/ton processed, pit slope angles of 50° and a 2.4% royalty.

5. Mineral Resources are shown above a 0.006 oz/ton gold cut-off grade. This is a marginal cut-off grade that generates sufficient revenue to cover conceptual processing, general and off-site costs given metallurgical recovery and long-range metal prices for gold and silver.

6. Units are imperial tons.

7. Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

8. Mineral Resources were prepared in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) and CIM MRMR Best Practice Guidelines (2019).

9. The QP is not aware of any known environmental, permitting, legal, taxation, socio-economic, marketing, political or other similar factors which could materially affect the stated Mineral Resources.

The Mt. Hamilton MRE is based on 886 drill holes, totaling 325,960 ft, completed between 1973 and 2012, and is based upon the current interpretation of lithology, structure, and oxidation for the Seligman, Seligman Stock and Centennial areas. Gold ("Au") and silver ("Ag") grades were estimated by Ordinary Kriging, utilizing a block size of 30 x 30 x 15 ft, which is appropriate for an open pit mining operation.

Mt. Hamilton Tungsten Opportunity

The Mt Hamilton Project also hosts a tungsten target, located below and independent of the gold and silver Mt. Hamilton MRE. 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 (W) was named as one of the top 10 critical metals listed by their estimated probability-weighted impact of supply disruptions on the U.S. economy. Tungsten is a critical metal for the US Government, especially for national security, defense, and advanced industrial applications.

Mako believes that having a tungsten target located immediately below a permitted gold-silver project enhances its speed to development.

In a historical NI 43-101 Technical Report and Feasibility Study on the Mt. Hamilton Project titled "NI 43-101 Technical Report Feasibility Study Mt. Hamilton Gold and Silver Project, Centennial Deposit and Seligman Deposit White Pine County, Nevada" prepared by SRK Consulting (U.S.) Inc., Report Date October 16, 2014 and Effective Date August 14, 2014 (Re-statement of Reserves), prepared for MH LLC, Solitario Exploration & Royalty Corp. and Ely Gold & Minerals Inc., a reference was made to a historical reserve estimate on the tungsten target at the Mt. Hamilton Project, prepared by Phillips Petroleum Co., as quoted below:

"Phillips Petroleum Co. (Phillips) acquired much of the area of the current Property in 1968 and, between 1968 and 1982, drilled over 100,000 ft in the exploration for tungsten-copper-molybdenum deposits. A study prepared for Phillips in June 1978 quoted an "ore reserve" of 6.2 Mt at a grade of 0.37% WO3 including 4.2 Mt grading 0.42% WO3, 0.37% Mo and 0.60% Cu."

This "ore reserve" is an historical estimate and is not being treated as a current mineral resource or mineral reserve. It is provided only to illustrate that there is potential for tungsten-copper molybdenum mineralization on the Mt. Hamilton Project. Neither Advantage, APEX (as defined herein), DRA Americas Inc. nor any Mako qualified persons have reviewed this historical information or done sufficient work to classify the historical estimate as a current mineral resource or mineral reserve under NI 43-101. The Company does not have information on the key assumptions, parameters, and methods used to prepare the historical estimate. The Company is not aware of any more recent estimates or data available in respect of the historical estimate. The Company plans to complete a detailed review of the historical drill core and data to verify the geologic model and mineral resource estimate.

Based on Mako's due diligence on the Mt. Hamilton Project, most of the core historically drilled by Phillips is intact and has been stored in the MH LLC facilities, and Mako plans to undertake further exploration work with the goal of rapidly advancing the tungsten-copper-molybdenum exploration target at the Mt. Hamilton Project.

Transaction 1: Sailfish Acquisition of MH LLC

Sailfish will acquire 100% of MH LLC from arm's length party Mt. Hamilton Holdings LLC for a total purchase price of US$40.0 million in cash. Sailfish has received a commitment letter for a US$40 million non-revolving bridge finance facility (the "Wexford-Sailfish Loan") from affiliates of Wexford Capital LP ("Wexford"), the controlling shareholder of both Mako and Sailfish, to fund the cash component of the acquisition. Mako is not a party to the Wexford-Sailfish Loan and will not incur any direct payment obligations or liabilities in connection with such loan. Upon completion of this initial acquisition transaction, Mako has agreed to take over control of the Mt. Hamilton Project and all costs associated therewith, which costs are not anticipated to be material, and work expeditiously with Sailfish to complete the acquisition of MH LLC from Sailfish. For further information, please refer to Sailfish's news release issued on September 30, 2025, which is available on its SEDAR+ profile at www.sedarplus.ca.

Transaction 2: Sale of MH LLC to Mako in exchange for Stream and NSR royalty

The Term Sheet between Sailfish and Mako provides for the transfer of 100% of MH LLC to Mako in exchange for consideration consisting of the Stream and NSR royalty.

Under the terms of the Stream, Sailfish will purchase from Mako approximately 341.7 troy ounces of gold per month at a price of 20% of the London Bullion Market Association PM Fix price for a period of 60 months (the "Stream Period") commencing immediately following the closing of this second acquisition transaction.

Although production supporting delivery of gold during the majority of the Stream Period is expected to be from the Mt. Hamilton Project, Mako will have the right to source monthly mineral deliveries from its other projects as well as by way of the purchase of silver and/or gold credits or the delivery of gold equivalent ounces. The number of troy ounces of gold to be purchased by Sailfish will be subject to adjustment pursuant to a put/call structure whereby the monthly stream amount will be adjusted, if necessary, to ensure that the stream amount consists of such number of troy ounces of gold of no less than the net equivalent margin of US$738,000.00, which is equivalent to US$2,700/oz Au and no more than the net equivalent margin of US$1,011,333.33, which is equivalent to US$3,700/oz Au. Upon completion of the Stream Period, Mako will grant Sailfish the NSR royalty on all mineral production with respect to the Mt. Hamilton Project.

Mako and Sailfish will enter into a definitive purchase agreement in connection with completing the acquisition, which shall contain certain conditions precedent including, but not limited to, obtaining all required special committee and board approvals for the transaction, disinterested approval of the shareholders of each of Mako and Sailfish to be obtained at respective special meetings of shareholders, and all required approvals including the approval of the TSX Venture Exchange. In the event that the requisite shareholder and/or regulatory approvals for the transaction are not received and the definitive agreement is terminated, Wexford, or a nominee thereof, will purchase MH LLC and the Mt. Hamilton Project, including all rights, obligations and liabilities in connection therewith, with the exception of any costs or liabilities incurred by Mako from the date Mako took over control of the Mt. Hamilton Project to the completion of the sale to Wexford which are not anticipated to be material (the "Fallback Sale"). The purchase price for the Fallback Sale shall be equal to the then outstanding principal and interest amount owing by Sailfish to Wexford under the Wexford-Sailfish Loan and is expected to be settled by a triparty offset arrangement amongst Mako, Sailfish and Wexford, following which Mako will have no outstanding payment obligations or liabilities to either Sailfish or Wexford in connection with the transaction. In the event of a Fallback Sale, the Stream and Royalty Agreement will be rescinded without the secured Stream or NSR royalty having come into force or effect, and there will be no ongoing obligations or liabilities of Mako to Sailfish thereunder.

Mt. Hamilton Project - Property Description and Geology

The Mt. Hamilton Project includes private land and unpatented mining claims on federal land, and is controlled through direct ownership and through lease agreements, totaling approximately 4,530 acres. Most of the federal land, including the land containing the Mt. Hamilton MRE, is administered by the U.S. Forest Service, an agency of the U.S. Department of Agriculture, while the balance is administered by the United States Bureau of Land Management, an agency of the U.S. Department of the Interior.

Mineralization at the Mt. Hamilton Project is characterized by an early polymetallic tungsten-copper-molybdenum plus gold-silver skarn-related phase, and a late gold-silver epithermal overprint. Gold-silver mineralization at Mt. Hamilton occurs within a broad north trending zone of anomalous gold-silver and is hosted in three contiguous areas known as Seligman, Seligman Stock and Centennial. Combined mineralization spans an area approximately 5,800 ft long and 2,000 ft wide, and ranges from exposed at surface to 730 ft below surface.

High and low-angle faults, along with skarn assemblages developed along lithologic contacts, are the main controls to gold-silver mineralization. Gold occurs as free gold, in association with sulfide minerals (pyrite and arsenopyrite), and oxide minerals (hematite and goethite), disseminated with clay, and encapsulated within quartz (Paster; 1988, 1989, and 1990).

These geological descriptions as well as additional technical information will be in the Mt. Hamilton Technical Report containing the Mt. Hamilton MRE.

Qualified Persons

James N. Gray, P.Geo., of Advantage Geoservices Ltd., is an independent "qualified person" within the meaning of NI 43-101 and has reviewed and approved the Mt. Hamilton MRE set out in this report and Michael Dufresne, M.Sc., P.Geo., of APEX Geoscience Ltd., is an independent "qualified person" within the meaning of NI 43-101 and has reviewed and approved all other scientific and technical information in this report.

Related Party Transaction

As both Mako and Sailfish are controlled by Wexford, 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, Mako's acquisition from Sailfish, inclusive of the conditional Fallback Sale should such sale become necessary, constitutes 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 is 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.

Special Committee

As a result of Mako's acquisition transaction from Sailfish constituting a related party transaction, and certain conflicts of interest as a result of cross-directorships held by each of Akiba Leisman, Chief Executive Officer of Mako and Asheef Lalani, director of Mako and Paul Jacobi, director of Mako, being a managing director of Wexford, the board of directors of Mako appointed a special committee (the "Special Committee") consisting of John Hick (Chair), Mario Caron, Laurie Gaborit and Eric Fier to assist in the independent evaluation and supervision of the transaction and to consider and make its recommendations to the non-conflicted members of board of directors (the "Board"). Following receipt of legal and financial advice, and after taking into account the alternatives available to the Company, the Special Committee unanimously recommended that the Board approve the transaction and the Term Sheet, and the Board, following the report of the Special Committee, determined to approve the transaction and the Term Sheet as being in the best interests of the Company and fair to the Company's securityholders (with Messrs. Leisman, Lalani and Jacobi each declaring his interest and abstaining from deliberations and voting).

Special Meeting of Shareholders

Mako has determined to seek disinterested shareholder approval for the related party transaction, inclusive of the conditional Fallback Sale, under the policies of the TSXV, and intends to mail a management information circular to shareholders in respect of a special meeting of shareholders to be held in connection with the approval of the transaction in the coming weeks. Additional details regarding the terms and conditions of the transaction as well as the rationale for the approvals made by the Special Committee and the Board will be set out in the information circular which, together with the definitive agreement, will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

Advisors and Counsel

Stifel Canada is acting as financial advisor to the special committee of Mako, and Cassels Brock & Blackwell LLP is acting as Canadian legal counsel and Spencer Fane LLP is acting as United States legal counsel.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Akiba Leisman
Chief Executive Officer
Tel: 917-558-5289
Email: aleisman@makominingcorp.com

Item 9 Date of Report

October 9, 2025

Cautionary Note Regarding Forward Looking Information

This report contains "forward-looking information" within the meaning of applicable Canadian securities laws. Statements in this report, 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 report includes, without limitation, Mako's intention to enter into a definitive purchase agreement and the Stream and Royalty Agreement with Sailfish, and obtaining all special committee recommendations and board approvals in connection therewith; the holding of a special meeting of shareholders of Mako in connection with seeking approval for the related party transactions; the completion and filing of the Mt. Hamilton Technical Report within 45 days of the News Release; Mako's plans to undertake further exploration work with the goal of rapidly advancing the tungsten-copper-molybdenum exploration target at the Mt. Hamilton Project; the anticipated completion of the contemplated transactions, including receipt of all requisite regulatory and shareholder approvals; and Mako's expectations regarding the accretive nature of the proposed acquisition and Mako's operational team being able to deliver on Mt. Hamilton. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and is inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These risk factors include the Company not obtaining all necessary special committee recommendation and board approval and successfully entering into of a definitive agreement and the Stream and Royalty Agreement with Sailfish; not receiving all of the requisite shareholder and regulatory approvals including the approval of TSXV, in a timely manner or at all; changes in the Company's plans for the Mt. Hamilton Project; changes in market conditions and the execution of Mako's business strategies; the Company's dependence on products produced from its key mining assets; fluctuating price of gold; risks relating to the exploration, development and operation of mineral properties, including but not limited to adverse environmental and climatic conditions, unusual and unexpected geologic conditions and equipment failures; risks relating to operating in emerging markets; health, safety and environmental risks and hazards to which the Company's operations are subject; the Company's ability to maintain or increase present level of gold production; access to financing; uncertainty in the estimation of mineral resources; reliance on mineral project infrastructure and supply chains; risks relating to the acquisition, holding and renewal of title to mining rights and permits, and changes to the mining legislative and regulatory regimes in the Company's operating jurisdictions; limitations on insurance coverage; risks relating to illegal and artisanal mining; the Company's compliance with anti-corruption laws; the availability and performance of contractors and suppliers; cost overruns; risks relating to acquisitions; title disputes or claims; risks related to enforcing legal rights in foreign jurisdictions; competition in the precious metals mining industry; fluctuating currency exchange rates (including the US Dollar); taxation risks; labour and employment relations; the impact of global financial, economic and political conditions, global liquidity, interest rates, inflation and other factors on the Company's results of operations and market price of common shares; force majeure events; transactions that may result in dilution to common shares; the Company's dependence on key management personnel and executives; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca. 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.

October 16th, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces C$35 Million Bought Deal Private Placement of Common
Shares and Concurrent C$15 Million Non-Brokered Private Placement of Common Shares

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

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 (the "Underwriters") led by Stifel Canada and Cantor Fitzgerald Canada Corporation in connection with a "bought deal" private placement offering of 4,375,000 common shares of the Company (the "Offered Shares") at a price of C$8.00 per Offered Share (the "Issue Price") for gross proceeds to the Company of C$35,000,000 (the "Brokered Offering"), with the Offered Shares to be issued pursuant to the Listed Issuer Financing Exemption (as defined below).

The Company has granted to the Underwriters an option, exercisable up to 48 hours prior to the closing date, to purchase for resale up to an additional 15% of the Offered Shares to be sold under the Brokered Offering at the Issue Price. If this option is exercised in full, an additional C$5,250,000 in gross proceeds will be raised pursuant to the Brokered Offering and the aggregate gross proceeds of the Brokered Offering will be C$40,250,000.

The Company also announces that funds managed by Wexford Capital LP ("Wexford") have indicated an intention to subscribe for 1,875,000 common shares of the Company (the "Private Placement Shares") in a concurrent non-brokered private placement, on substantially the same terms as the Brokered Offering (the "Non-Brokered Offering", and together with the Brokered Offering, the "Offering") for gross proceeds to the Company of up to C$15,000,000. As a result, the total gross proceeds from the Offering are expected to be C$50,000.000.

The Company intends to use the net proceeds from the Offering for the ramp up of operations at the Moss Mine, the construction of the Company's development assets, and for general working capital purposes.

The Offering is expected to close on or about October 28, 2025 and is subject to the Company receiving all necessary regulatory approvals, including the conditional approval from the TSX Venture Exchange (the "TSXV").

The Company shall pay the Underwriters a cash fee equal to 6% of the gross proceeds of the Brokered Offering (the "Commission"). Wexford's participation in the Non-Brokered Offering constitutes 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") 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 the Non-Brokered 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).

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offered Shares will be offered for sale (i) to purchasers resident in in each of the provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), and (ii) in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act"). As the Brokered Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Offered Shares issued to Canadian subscribers pursuant to the Brokered Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. The Private Placement Shares issued pursuant to the Non-Brokered Offering will be subject to a hold period of four months and a day under applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed under the Company's issuer profile on SEDAR+ at and on the Company's website at www.makominingcorp.com. Prospective investors should read the offering document before making an investment decision.

No U.S. Offering or Registration

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer and Director

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

Forward-Looking Information: Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein is based on the Company's plans and expectations and assumptions as of the date such statements are made, and includes information concerning 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. 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, the receipt of final approval from the TSXV in respect of the Offering and the timing thereof, the re-allocation of anticipated use of proceeds for prudent business reasons and such other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 acquisition of the Debt and related security and providing a current corporate update, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

October 28th, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Closing of C$40.25 Million Bought Deal Private Placement of Common Shares and Concurrent C$15 Million Non-Brokered Private Placement of Common Shares

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Mako Mining Corp. (TSX-V: MKO; OTCQB: MAKOF) ("Mako" or the "Company") is pleased to announce that it has closed its previously announced bought deal common share offering, including the full over-allotment option, through Stifel Canada and Cantor Fitzgerald Canada Corporation, as co-lead underwriters (the "Underwriters"), pursuant to which the Company has issued 5,031,250  common shares of the Company (the "LIFE Offered Shares") for gross proceeds to the Company of C$40,250,000 (the "Brokered Offering").

The Company also announces that it has closed its previously announced concurrent non-brokered private placement of common shares of the Company (the "Concurrent Placement Shares") to funds managed by Wexford Capital LP (collectively, "Wexford"), pursuant to which the Company has issued 1,875,000 Concurrent Placement Shares for gross proceeds to the Company of C$15,000,000 (the "Non-Brokered Offering", and together with the Brokered Offering, the "Offering").

The LIFE Offered Shares and the Concurrent Placement Shares have been listed on the TSX Venture Exchange (the "TSXV").

The Company intends to use the net proceeds of the Offering for the ramp up of operations at the Moss Mine, the construction of the Company's development assets, and for general working capital purposes.

The LIFE Offered Shares were issued pursuant to (i) the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and (ii) and in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Concurrent Placement Shares were issued on a private placement basis to Wexford outside Canada pursuant to OSC Rule 72-503 - Distributions Outside Canada. Neither the LIFE Offered Shares nor the Concurrent Placement Shares are subject to a hold period under applicable Canadian securities laws. The offering document with respect to the Brokered Offering is available on the Company's profile on SEDAR+ at (www.sedarplus.ca).

As consideration for their services in connection with the Brokered Offering, the Underwriters have received a cash commission of C$2,415,000 equal to 6.0% of the gross proceeds of the Brokered Offering.

Wexford's participation in the Non-Brokered Offering constitutes a "related party transaction" within the meaning of TSXV 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 has relied 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 the Non-Brokered 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). A material change report in connection with the Offering will be filed less than 21 days in advance of the closing of the Non-Brokered Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of the potential financing opportunity and complete the Non-Brokered Offering in an expeditious manner.

No U.S. Offering or Registration

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("the 1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Early Warning Disclosure

Wexford, which is Mako's largest shareholder, is providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws:

Wexford Catalyst Trading Limited ("WCT"), Wexford Focused Trading Limited ("WFT"), Wexford Spectrum Trading Limited ("WST") and Debello Trading Limited ("DT", and together with WCT, WFT and WST, the "Wexford Funds"), private investment funds managed by Wexford, acquired ownership of the 1,875,000 Concurrent Placement Shares in the Non-Brokered Offering.

Despite the acquisition of the Concurrent Placement Shares, the overall securityholding of the Wexford Funds in Mako decreased as a result of the issuance of additional common shares of Mako ("Mako Shares") as part of the Brokered Offering. Immediately prior to closing of the Offering ("Closing"), the Wexford Funds beneficially owned an aggregate of 38,234,072 Mako Shares, representing approximately 47.73% of the then issued and outstanding Mako Shares. Immediately following the Closing, the Wexford Funds beneficially owned an aggregate of 40,109,072 Mako Shares, representing approximately 46.10% of the issued and outstanding Mako Shares and a decrease of approximately 2.05% since Wexford's last early warning report in respect of its Mako Shares.

The Mako Shares were acquired for investment purposes. The Wexford Funds may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or continue to hold the securities of Mako.

An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ at www.sedarplus.ca under Mako's profile or may be obtained directly upon request by contacting the Wexford contact person named below. 

On behalf of the Board,

Akiba Leisman

Chief Executive Officer and Director

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

About Wexford Capital LP

Wexford Capital LP is an SEC registered investment advisor based in West Palm Beach, Florida and Greenwich, Connecticut, with approximately US$1.2 billion of assets under management. Wexford has particular expertise in the energy/natural resources sector with actively managed investments in mining, oil and gas exploration and production, energy services, coal and related sectors.

For further information about Wexford or to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the matters referred to in this news release, please contact:

Wexford Capital LP
777 South Flagler Drive
West Palm Beach, FL 33401
USA
Telephone: (203) 862-7000
Contact: Mark Ahern

The head office of Mako is located at 838 West Hastings St., Suite 700, Vancouver, BC V6C 0A6. The address of WCT, WFT, WST and DT is: c/o Maples Corporate Services Limited, Ugland House, South Church Street, P.O. Box 309, Grand Cayman KY1-1104, Cayman Islands.

Forward-Looking Information: Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein is based on the Company's plans, expectations, and assumptions as of the date such statements are made, and includes information concerning regarding the use of proceeds from the Offering and Wexford's intentions under its Early Warning Disclosure. 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, a re-allocation of anticipated use of proceeds for prudent business reasons, Wexford's intentions under its Early Warning Disclosure changing in the future, and such other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 completion of the Offering, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.
 

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address

Mako Mining Corp. ("Mako" or the "Company")

700 - 838 West Hastings Street

Vancouver, British Columbia

V6C 0A6

Item 2. Date of Material Change

October 28, 2025.

Item 3. News Release

On October 28, 2025, a news release in respect of the material change was disseminated through Accesswire and subsequently filed under Mako's profile on SEDAR+ at www.sedarplus.ca.

Item 4. Summary of Material Change

On October 28, 2025, Mako announced that is has closed its previously announced bought deal common share offering, including the full over-allotment option, through Stifel Canada and Cantor Fitzgerald Canada Corporation, as co-lead underwriters (the "Underwriters"), pursuant to which the Company has issued 5,031,250  common shares of the Company (the "LIFE Offered Shares") for gross proceeds to the Company of C$40,250,000 (the "Brokered Offering").

The Company also announced that is has closed its previously announced concurrent non-brokered private placement of common shares of the Company (the "Concurrent Placement Shares") to funds managed by Wexford Capital LP (collectively, "Wexford"), pursuant to which the Company has issued 1,875,000 Concurrent Placement Shares for gross proceeds to the Company of C$15,000,000 (the "Non-Brokered Offering", and together with the Brokered Offering, the "Offering").

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On October 28, 2025, Mako announced that it has closed its previously announced Brokered Offering, including the full over-allotment option, through the Underwriters, pursuant to which the Company has issued 5,031,250 LIFE Offered Shares for gross proceeds to the Company of C$40,250,000.

The Company also announced that it has closed its previously announced Non-Brokered Offering of Concurrent Private Placement Shares to funds managed by Wexford, pursuant to which the Company has issued 1,875,000 Concurrent Placement Shares for gross proceeds to the Company of C$15,000,000.

The LIFE Offered Shares and the Concurrent Placement Shares have been listed on the TSX Venture Exchange (the "TSXV").

The Company intends to use the net proceeds of the Offering for the ramp up of operations at the Moss Mine, the construction of the Company's development assets, and for general working capital purposes.

- 2 -

The LIFE Offered Shares were issued pursuant to (i) the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and (ii) in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Concurrent Placement Shares were issued on a private placement basis to Wexford outside Canada pursuant to OSC Rule 72-503 - Distributions Outside Canada. Neither the LIFE Offered Shares nor the Concurrent Placement Shares are subject to a hold period under applicable Canadian securities laws. The offering document with respect to the Brokered Offering is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

As consideration for their services in connection with the Brokered Offering, the Underwriters have received a cash commission of C$2,415,000 equal to 6.0% of the gross proceeds of the Brokered Offering.

Wexford's participation in the Non-Brokered Offering constitutes a "related party transaction" within the meaning of TSXV 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 has relied 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 the Non-Brokered 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 material change report is being filed less than 21 days in advance of the closing of the Non-Brokered Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of the potential financing opportunity and complete the Non-Brokered Offering in an expeditious manner.

Early Warning Disclosure

Wexford, which is Mako's largest shareholder, provided the following additional information pursuant to the early warning requirements of applicable Canadian securities laws:

Wexford Catalyst Trading Limited ("WCT"), Wexford Focused Trading Limited ("WFT"), Wexford Spectrum Trading Limited ("WST") and Debello Trading Limited ("DT", and together with WCT, WFT and WST, the "Wexford Funds"), private investment funds managed by Wexford, acquired ownership of the 1,875,000 Concurrent Placement Shares in the Non-Brokered Offering.

Despite the acquisition of the Concurrent Placement Shares, the overall securityholding of the Wexford Funds in Mako decreased as a result of the issuance of additional common shares of Mako ("Mako Shares") as part of the Brokered Offering. Immediately prior to closing of the Offering ("Closing"), the Wexford Funds beneficially owned an aggregate of 38,234,072 Mako Shares, representing approximately 47.73% of the then issued and outstanding Mako Shares. Immediately following the Closing, the Wexford Funds beneficially owned an aggregate of 40,109,072 Mako Shares, representing approximately 46.10% of the issued and outstanding Mako Shares and a decrease of approximately 2.05% since Wexford's last early warning report in respect of its Mako Shares.

The Mako Shares were acquired for investment purposes. The Wexford Funds may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or continue to hold the securities of Mako.

- 3 -

An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ at www.sedarplus.ca under Mako's profile or may be obtained directly upon request by contacting the Wexford contact person named in the news release dated October 28, 2025.

5.2 Disclosure for Restructuring Transaction

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

The following executive officer of the Company is knowledgeable about the material change and this report:

Akiba Leisman

Chief Executive Officer

Tel: 917-558-5289

Email: aleisman@makominingcorp.com

Item 9. Date of Report

October 31, 2025

Caution Regarding Forward Looking Statements

Forward-Looking Information: Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein is based on the Company's plans, expectations, and assumptions as of the date such statements are made, and includes information concerning regarding the use of proceeds from the Offering and Wexford's intentions under its Early Warning Disclosure. 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, a re-allocation of anticipated use of proceeds for prudent business reasons, Wexford's intentions under its Early Warning Disclosure changing in the future, and such other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 completion of the Offering, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Execution Version

UNDERWRITING AGREEMENT

October 28, 2025

Mako Mining Corp.

838 West Hastings St.,

Suite 700

Vancouver, BC V6C 0A6

Attention: Akiba Leisman, Chief Executive Officer and Director

Dear Sirs/Mesdames:

RE:  Bought Deal Listed Issuer Financing Exemption (LIFE) Private Placement Offering of Common Shares

Subject to the terms and conditions hereof, Stifel Nicolaus Canada Inc. ("Stifel Canada"), as sole bookrunner and co-lead underwriter, together with Cantor Fitzgerald Canada Corporation (collectively with Stifel Canada, the "Underwriters", and each individually, an "Underwriter") hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 7.2(a) below, offer and agree to purchase from Mako Mining Corp. (the "Company"), and the Company by its execution of this Agreement agrees to issue and sell to the Underwriters, on a "bought deal" private placement basis, 4,375,000 common shares ("Common Shares") in the capital of the Company (the "Initial Shares") at a price of $8.00 per Initial Share for gross proceeds of $35,000,000.

In addition, the Company hereby also grants to the Underwriters an option (the "Underwriters' Option") exercisable, in whole or in part, in the sole discretion of the Underwriters, to purchase up to an additional 656,250 Common Shares (the "Option Shares"), at a price of $8.00 per Option Share, at any time up to 48 hours prior to the Closing Time (as defined herein). The offering of the Initial Shares and the Option Shares is hereinafter collectively referred to as the "Offering" and the Initial Shares and the Option Shares are hereinafter collectively referred to as the "Offered Shares".

The Offered Shares will be offered by way of a private placement (i) in reliance on the "listed issuer financing exemption" (the "Listed Issuer Financing Exemption") under Part 5A.2 of NI 45-106 (as defined herein), as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces and territories of Canada, other than Quebec; (ii) in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act (as defined herein) and the Securities Laws (as defined herein) of any state of the United States in the manner specified in this Agreement (as defined herein) and pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Company and the Underwriters contained in Schedule "A" hereto and only to Qualified Institutional Buyers (as defined herein) that are also U.S. Accredited Investors (as defined herein); and (iii) in such other jurisdictions outside of Canada and the United States as mutually agreed to by the Company and the Underwriters (the "Selling Jurisdictions"), in each case in accordance with all applicable laws and provided it is understood that no prospectus filing, registration statement or comparable obligation arises in such other jurisdictions in accordance with this Agreement.

For the purposes of relying on the Listed Issuer Financing Exemption, the Company has prepared, filed on SEDAR+ (as defined herein) and posted on its website the Offering Document (as defined herein) in respect of the Offered Shares to be issued pursuant to the Listed Issuer Financing Exemption which satisfies the requirements of NI 45-106 and has filed the Prescribed News Release (as defined herein) announcing the Offering.

- 2 -

The Underwriters may arrange for Substituted Purchasers (as defined herein) for the Offered Shares in the Selling Jurisdictions on a private placement basis pursuant to exemptions from the prospectus and registration requirements of all applicable Securities Laws. Each Substituted Purchaser shall purchase the Offered Shares at $8.00 per Offered Share, and to the extent that Substituted Purchasers purchase Offered Shares, the obligation of the Underwriters to do so will be reduced by the number of Offered Shares purchased by the Substituted Purchasers from the Company.

The Underwriters and the Company acknowledge that the Company also will offer and sell up to 1,875,000 Common Shares on a non-brokered private placement basis directly to private investment funds managed by the Company's controlling shareholder, Wexford Capital LP ("Wexford"), in connection with the exercise of an anti-dilution right held by Wexford (the "Concurrent Private Placement"). The Underwriters undertake no obligation to the Company or to the purchasers under the Concurrent Private Placement. The Company acknowledges and agrees that purchasers under the Concurrent Private Placement do not and will not have any recourse to or any rights against the Underwriters, and the Underwriters do not and will not have any liability whatsoever to purchasers under or in connection with the Concurrent Private Placement. No Underwriting Fee (as defined herein) will be paid to the Underwriters in connection with the Concurrent Private Placement.

The following are the terms and conditions of the agreement between the Company and the Underwriters:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement (including the preamble), the following terms shall have the following meanings:

(a) "affiliate", "associate", "distribution", "misrepresentation", "material fact", and "material change" have the respective meanings ascribed thereto in the Securities Act (Ontario) in effect on the date hereof;

(b) "Aggregate Subscription Price" means the aggregate subscription proceeds from the sale and issue of the Offered Shares;

(c) "Agreement" means this underwriting agreement, being the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby;

(d) "Anti-Money Laundering Laws" has the meaning ascribed to such term in Section 4.1(oo);

(e) "Business" means the current business of the Company and its Subsidiaries, consisting of the acquisition, exploration, development, operation and exploitation of mineral properties and the production and sale of minerals and mineral products;

- 3 -

(f) "Business Assets" means all material tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Company and the Subsidiaries in connection with the Business;

(g) "Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in the City of Toronto, Ontario or the City of Vancouver, British Columbia, are not open for business;

(h) "Canadian Securities Laws" means, collectively, all applicable securities laws of each of the applicable Selling Jurisdictions in Canada and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the applicable Selling Jurisdictions in Canada, including the rules and policies of the TSX-V;

(i) "CDS" means CDS Clearing and Depositary Services Inc., or its nominee;

(j) "Closing" means the completion of the purchase and sale of the Offered Shares as contemplated by this Agreement and the Investor Questionnaires;

(k) "Closing Date" means the day on which the Closing shall occur, being on or about October 28, 2025 or such other date as Stifel Canada, on behalf of the Underwriters, and the Company may determine;

(l) "Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and Stifel Canada, on behalf of the Underwriters, may determine;

(m) "Common Shares" has the meaning ascribed to such term on the face page of this Agreement;

(n) "Company" has the meaning ascribed to such term on the face page of this Agreement;

(o) "Concurrent Private Placement" has the meaning ascribed to such term on the face page of this Agreement;

(p) "Eagle Mountain Gold Project" means the mineral property and related assets located in west-central Guyana, as described in the Eagle Mountain Gold Project Technical Report;

(q) "Eagle Mountain Gold Project Technical Report" means the report entitled "Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana", authored by Nigel Fung, Leon McGarry, Antoine Berton (Soutex), Kayvan Samadani, Rolf Schmitt, with an effective date of January 16, 2024;

(r) "Engagement Letter" means the engagement letter agreement dated October 15, 2025 between the Company and Stifel Canada in respect of the Offering;

(s) "Environmental Laws" has the meaning ascribed to such term in Section 4.1(ff);

- 4 -

(t) "Financial Statements" means the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 and the unaudited condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2025;

(u) "Governmental Authority" means any government, parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any court or (without limitation to the foregoing) any other law, regulation or rule-making entity (including, without limitation, any stock exchange, securities regulatory authority, central bank, fiscal or monetary authority or authority regulating banks), having jurisdiction in the relevant circumstances;

(v) "Governmental Licenses" has the meaning ascribed to such term in Section 4.1(p);

(w) "GST/HST" means the goods and services tax/harmonized sales tax provided for under the Excise Tax Act (Canada);

(x) "Hazardous Materials" has the meaning ascribed to such term in Section 4.1(u);

(y) "including" means including without limitation;

(z) "Initial Shares" has the meaning ascribed to such term on the face page of this Agreement;

(aa) "Investor Questionnaire" means the form of questionnaire agreed to by the Company and Stifel Canada, on behalf of the Underwriters, pursuant to which Purchasers agree to subscribe for and purchase Offered Shares pursuant to the Offering and which includes the information on and the deemed representations of the Substituted Purchasers relying on the Listed Issuer Financing Exemption and shall include, for greater certainty, all schedules thereto;

(bb) "law" means any and all applicable laws, including all federal, provincial, state and local statutes, codes, ordinances, decrees, rules, regulations and municipal by- laws and all judicial, arbitral, administrative, ministerial, or regulatory judgments, orders, directives, decisions, rulings or awards of any government, parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any court, all having the force of law, binding on or affecting the Person referred to in the context in which the term is used;

(cc) "Leased Premises" has the meaning ascribed to such term in Section 4.1(s);

(dd) "Liens" means any encumbrance or title defect or whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right of claim or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets;

- 5 -

(ee) "Listed Issuer Financing Exemption" has the meaning ascribed to such term on the face page of this Agreement;

(ff) "Lock-Up Agreements" has the meaning ascribed to such term in Section 4.2(a)(xi);

(gg) "Material Adverse Effect" or "Material Adverse Change" means any effect, change, event or occurrence that, alone or in conjunction with any other effect, change, event or occurrence (i) is or is reasonably likely to be materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flows, income or business operations of the Company and its Subsidiaries, taken as a whole;

(hh) "Material Properties" means (i) the Eagle Mountain Gold Project and (ii) the San Albino Property;

(ii) "Mining Claims" has the meaning ascribed to that term in Section 4.1(t);

(jj) "Moss Mine" means the mineral property and related assets located in Mohave County, Arizona, as described in the Public Disclosure Documents;

(kk) "MH LLC" means Mt. Hamilton LLC;

(ll) "Mt. Hamilton Acquisition" means the proposed acquisition by the Company, whether directly or through one or more Subsidiaries, of all or a portion of the rights, title and interests comprising the Mt. Hamilton Gold-Silver Project, pursuant to the Mt. Hamilton Term Sheet, and any definitive agreement or other instrument entered into in connection therewith, as the same may be amended, supplemented or replaced from time to time;

(mm) "Mt. Hamilton Gold-Silver Project" means the Mt. Hamilton Gold-Silver Project located in the historic Mt. Hamilton mining district of central Nevada White Pine County, Nevada, USA;

(nn) "Mt. Hamilton Mining Claims" has the meaning ascribed to that term in Section 4.1(z);

(oo) "Mt. Hamilton Term Sheet" means the binding term sheet entered into between the Company and Sailfish Royalty Corp. on September 29, 2025 for the Company to acquire MH LLC, being the direct owner of the Mt. Hamilton Gold-Silver Project located in White Pine County, Nevada, USA;

(pp) "NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects;

(qq) "NI 45-102" means National Instrument 45-102 - Resale of Securities;

(rr) "NI 45-106" means National Instrument 45-106 - Prospectus and Registration Exemptions;

(ss) "NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations;

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(tt) "NI 52-109" means National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings;

(uu) "NI 52-110" means National Instrument 52-110 - Audit Committees;

(vv) "notice" has the meaning ascribed to such term in Section 7.7;

(ww) "Offered Shares" has the meaning ascribed to such term on the face page of this Agreement;

(xx) "Offering" has the meaning ascribed to such term on the face page of this Agreement;

(yy) "Offering Document" means the listed issuer financing document of the Company dated October 16, 2025, prepared by the Company in compliance with the requirements of the Listed Issuer Financing Exemption, including those of Form 45-106F19 Listed Issuer Financing Document;

(zz) "Option Shares" has the meaning ascribed to such term on the face page of this Agreement;

(aaa) "OTCQX" means the OTCQX Best Market operated by the OTC Markets Group;

(bbb) "Person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

(ccc) "Prescribed News Release" means the news release issued by the Company announcing the Offering on October 16, 2025;

(ddd) "Public Disclosure Documents" means, collectively, all of the documents which have been filed on SEDAR+ by or on behalf of the Company with the relevant Securities Regulators in Canada pursuant to the requirements of applicable Canadian Securities Laws;

(eee) "Purchasers" mean, collectively, those Persons who are purchasing the Offered Shares as contemplated herein, including Substituted Purchasers and/or the Underwriters;

(fff) "Qualified Institutional Buyer" means a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act that is also a U.S. Accredited Investor;

(ggg) "Regulation D" means Regulation D promulgated under the U.S. Securities Act;

(hhh) "Regulation S" means Regulation S promulgated under the U.S. Securities Act;

(iii) "Restricted Period" has the meaning ascribed to such term in Section 4.2(a)(xi);

(jjj) "San Albino Property" means the mineral property and related assets located in the Republic of Nicaragua as described in the San Albino Technical Report;

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(kkk) "San Albino Technical Report" means the report entitled "Amended Technical Report and Estimate of Mineral Resources for the San Albino Project Comprising the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua Revision 13 Report RSI(RNO)-M0206-24002", authored by Steven Ristorcelli, John Rust, Peter Ronning, Thomas Dyer, Matthew Gray and Brian Ray, with an effective date of October 11, 2023;

(lll) "Securities Laws" means, as applicable, the securities laws in each of the Selling Jurisdictions and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators in each of the Selling Jurisdictions, and all rules and policies of the TSX-V;

(mmm) "Securities Regulators" means, collectively, the securities commissions, regulators or other securities regulatory authorities in the Selling Jurisdictions;

(nnn) "SEDAR+" means the System for Electronic Document Analysis and Retrieval+ of the Canadian Securities Administrators available electronically at www.sedarplus.ca;

(ooo) "Selling Group" has the meaning ascribed to such term in Section 2.2(c);

(ppp) "Selling Jurisdictions" has the meaning ascribed to such term on the face page of this Agreement;

(qqq) "Standard Listing Conditions" means the customary post-closing conditions imposed by the TSX-V in similar circumstances to the Offering;

(rrr) "Stifel Canada" has the meaning ascribed to such term on the face page of this Agreement;

(sss) "Subsidiaries" means collectively, (i) Goldsource Mines Inc.; (ii) Eagle Mountain Gold Corp; (iii) Stronghold Guyana Inc.; (iv) Gold Belt, S.A.; (v) Nicoz Resources, S.A.; (vi) Mako US Corp.; (vii) EG Acquisition LLC; and (viii) Golden Vertex Corp;

(ttt) "Substituted Purchasers" has the meaning ascribed to such term in Section 2.1(a);

(uuu) "Tax Act" means the Income Tax Act (Canada), as amended from time to time including every specific proposal to amend the Tax Act that is publicly announced by the Minister of Finance (Canada), and which is to have effect, prior to the date hereof;

(vvv) "Transfer Agent" means Computershare Trust Company of Canada, in its capacity as transfer agent and registrar of the Common Shares, at its office in the City of Vancouver, British Columbia;

(www) "TSX-V" means the TSX Venture Exchange;

(xxx) "Underwriter" or "Underwriters" has the meaning ascribed to such term on the face page of this Agreement;

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(yyy) "Underwriters' Option" has the meaning ascribed to such term on the face page of this Agreement;

(zzz) "Underwriters' Personnel" has the meaning ascribed to such term in Section 7.3(a);

(aaaa) "Underwriting Fee" has the meaning ascribed to such term in Section 2.2(a);

(bbbb) "United States" and "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(cccc) "U.S. Accredited Investor" means an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

(dddd) "U.S. Affiliate" means the U.S. registered broker-dealer affiliate of an Underwriter, or a U.S. registered broker-dealer acting on behalf of an Underwriter;

(eeee) "U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

(ffff) "U.S. Securities Act" means the United States Securities Act of 1933, as amended;

(gggg) "Wexford" has the meaning ascribed to such term on the face page of this Agreement; and

(hhhh) "Wexford Investor Rights Agreement" means the Investor Rights Agreement between Wexford and the Company dated November 9, 2018.

1.2 Knowledge

In this Agreement a reference to "knowledge" of the Company means to the actual knowledge of the senior officers of the Company, in all cases after reasonable inquiry.

ARTICLE 2

TERMS AND CONDITIONS

2.1 Offering

(a) The Underwriters agree to act and the Company appoints the Underwriters as the Company's exclusive underwriters, and subject to the conditions contained in Section 5.2 being satisfied and subject to the rights of the Underwriters contained in Article 6, the Underwriters agree to purchase from the Company, and the Company agrees to issue and sell to the Underwriters the Initial Shares (and if and to the extent that the Underwriters' Option is exercised, the Option Shares) at a price of $8.00 per Offered Share for aggregate gross proceeds to the Company of $35,000,000 (or $40,250,000, if the Underwriters' Option is exercised in full).

(b) The Company understands that although this offer to purchase the Offered Shares is being made by the Underwriters as purchaser, the Underwriters have the right to arrange for substituted purchasers ("Substituted Purchasers") for the Offered Shares in the Selling Jurisdictions on a private placement basis in compliance with Securities Laws:

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(i) in the provinces and territories of Canada, except Quebec, pursuant to the Listed Issuer Financing Exemption;

(ii) in the United States, on a private placement basis to Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act; and

(iii) in such other jurisdictions as may be agreed upon between the Company and the Underwriters, provided that (i) no prospectus, offering memorandum, registration statement or similar document is required to be delivered or filed in such jurisdiction, (ii) no registration or similar requirement would apply with respect to the Company in connection with the Offering in such other jurisdictions, and (iii) the Company does not thereafter become subject to ongoing continuous disclosure obligations in such other jurisdictions;

and to the extent that Substituted Purchasers purchase Offered Shares, the obligation of the Underwriters to do so will be reduced by the number of Offered Shares purchased by the Substituted Purchasers from the Company.

(c) The Company undertakes to file, or cause to be filed, all forms, undertakings, and other documents required to be filed by the Company, and to pay all filing fees in connection with the issue and sale of the Offered Shares, so that the distribution of such securities in the Selling Jurisdictions may lawfully occur without the necessity of filing a prospectus, registration statement, or offering memorandum (other than the Offering Document) in the Selling Jurisdictions. The Underwriters undertake to use commercially reasonable efforts to cause the Purchasers to complete any forms required by Securities Laws.

(d) The Company and the Underwriters acknowledge that if any Substituted Purchaser is a Person in the United States, the Company and the Underwriters shall agree to such additional reasonable terms and conditions as may be required to ensure that each sale shall be exempt from the registration requirements of the U.S. Securities Act.

(e) The Company and the Underwriters acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States and the Underwriters, acting through their U.S. Affiliates, may:

(i) offer and resell the Offered Shares they have acquired pursuant to this Agreement in the United States to Qualified Institutional Buyers in reliance upon Rule 144A under the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States; and

(ii) offer and sell the Offered Shares outside the United States only in accordance with Regulation S.

The Underwriters acknowledge that such offers and sales will be made in accordance with the broker-dealer requirements of the U.S. Exchange Act and state securities laws. Each of the Company and the Underwriters (on their own behalf and on behalf of their U.S. Affiliates) agree that the representations, warranties and covenants contained in Schedule "A" to this Agreement are incorporated by reference in and shall form part of this Agreement with respect to offers and sales of Offered Shares in the United States.

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(f) Neither the Company nor the Underwriters shall (a) provide to prospective Purchasers any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Canadian Securities Laws (other than the Offering Document); or (b) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Shares, including but not limited to, by causing the sale of the Offered Shares to be advertised in any newspaper, magazine, printed public media or similar medium of general and regular paid circulation or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting in connection with the offer and sale of the Offered Shares whose attendees have been invited by general solicitation or general advertising.

2.2 Underwriters' Compensation

(a) In consideration for the performance of its obligations hereunder, the Company shall pay to Stifel Canada, on behalf of the Underwriters, a cash commission equal to 6.0% of the gross proceeds of the Offering (the "Underwriting Fee").

(b) The obligation of the Company to pay the Underwriting Fee shall arise at the Closing Time. The Underwriting Fee shall be earned by the Underwriters upon the Closing. For greater certainty, the services provided by the Underwriters under this agreement will not be subject to GST/HST and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST/HST is exigible on the Underwriting Fee, the Company shall pay any GST/HST applicable in respect of the Underwriting Fee.

(c) The Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, as their agents to assist in the Offering in the Selling Jurisdictions (such dealers collectively, the "Selling Group"). The Underwriters may determine the remuneration payable by the Underwriters to the members of the Selling Group, provided that such remuneration shall not in any way increase the aggregate Underwriting Fee payable to the Underwriters under this Agreement, and shall only be paid as permitted by and in compliance with Securities Laws.

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE UNDERWRITERS

3.1 Representations and Warranties of the Underwriters.

(a) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company and acknowledges that the Company is relying upon such representations and warranties in entering into the transactions contemplated by this Agreement, that:

(i) it has been duly created and is validly existing under the laws of its jurisdiction of incorporation, continuation, amalgamation or organization, and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement;

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(ii) this Agreement has been duly authorized, executed and delivered by the Underwriters, and is a legal, valid and binding obligation of, and is enforceable against, the Underwriters in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, the availability of equitable remedies and the qualification that rights to indemnity, contribution, and waiver of contribution may be limited by applicable laws);

(iii) the Underwriters, their U.S. Affiliates, and each member of the Selling Group is duly registered and in good standing under applicable Securities Laws, is duly registered or licensed as investment dealer or exempt market dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Underwriters will act only through members of the Selling Group who are so registered or licensed;

(iv) the Company is not a "related issuer" or "connected issuer" (as such terms are defined in National Instrument 33-105 - Underwriting Conflicts) of any of the Underwriters;

(v) it has not made any representation or warranty with respect to the Offered Shares other than as set forth in this Agreement, the Offering Document or the Investor Questionnaires; and

(vi) the Underwriters, each member of the Selling Group and their respective affiliates and representatives did not engage in any solicitation prior to the issuance and filing of the Prescribed News Release, the filing of the Offering Document on SEDAR+ and the posting of the Offering Document on the Company's website, including without limiting the foregoing, not having engaged in or authorized any form of general solicitation or general advertising in connection with or in respect of the Offered Shares in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise, or having conducted any seminar or meeting concerning the offer or sale of the Offered Shares whose attendees were invited by any general solicitation or general advertising.

3.2 Covenants of the Underwriters.

(a) Each Underwriter hereby severally, and not jointly, nor jointly and severally covenants to the Company and acknowledges that the Company is relying on such covenants, that it shall (and shall use commercially reasonable efforts to cause the Selling Group to):

(i) offer the Offered Shares on a private placement basis in accordance with the terms and conditions of this Agreement and in compliance with Securities Laws and other laws applicable to the Underwriters (or a U.S. Affiliate of the Underwriters) or the Selling Group;

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(ii) not solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Offered Shares in such manner as to require registration of the Offered Shares or the filing of a prospectus, registration statement or any similar document (other than the Offering Document) under the laws of any jurisdiction or to subject the Company to any continuous disclosure or other similar reporting requirements under the laws of any jurisdiction to which it is not currently subject;

(iii) other than the Offering Document, not deliver to any prospective Purchaser any document or material which constitutes an offering memorandum as defined under applicable Securities Laws and other applicable securities laws of other jurisdictions;

(iv) not directly or indirectly solicit offers to purchase or sell the Offered Shares in any jurisdiction other than the Selling Jurisdictions;

(v) not make any representation or warranty with respect to the Offered Shares other than as set forth in this Agreement, the Offering Document or the Investor Questionnaires;

(vi) not engage in or authorize, directly or indirectly, any form of general advertising or general solicitation in connection with the Offering, including in: (i) printed media of general and regular circulation or any similar medium; (ii) radio; (iii) television; or (iv) electronic media, nor shall it conduct any seminar or meeting in connection with the offer and sale of the Offered Shares whose attendees have been invited by any form of general solicitation or general advertising;

(vii) obtain from each Purchaser a completed and executed Investor Questionnaire and deliver copies of such agreements to the Company at least one (1) Business Day prior to the date scheduled for Closing, together with all documentation contemplated by the Investor Questionnaire or as may be necessary under Securities Laws in connection with the distribution of the Offered Shares, in form acceptable to the Company and Stifel Canada, each acting reasonably; and

(viii) provide to the Company all necessary information in respect of the Underwriters, the Purchasers and the Selling Group to allow the Company to file, with the Securities Regulators, reports of the sale of the Offered Shares pursuant to the Offering in accordance with applicable Securities Laws within ten (10) days of the Closing.

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

4.1 Representations and Warranties of the Company.

The Company represents and warrants to the Underwriters and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in purchasing the Offered Shares, that:

(a) Good Standing of the Company. The Company has been continued and is validly existing under the laws of the Province of British Columbia and has all requisite

corporate power and authority to carry on its business, and to own, lease and operate its properties and assets and to carry out the transactions contemplated by this Agreement including executing and delivering this Agreement; and the Company is duly qualified or authorized to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business;

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(b) Subsidiaries. The Company does not have any subsidiaries other than the Subsidiaries, and each Subsidiary is duly created and is validly existing under the laws of its jurisdiction of incorporation, continuation, amalgamation or organization, and is properly registered under the laws of the jurisdictions in which its business is carried on;

(c) Share Capital. As of the date hereof, the authorized and issued capital of the Company consists of an unlimited number of Common Shares. As of the close of business on the Business Day immediately preceding the date hereof, 80,102,756 Common Shares, 1,744,334 options to acquire an equal number of Common Shares, 1,092,619 restricted share units exercisable for an equal number of Common Shares, and 370,040 deferred share units exercisable for an equal number of Common Shares, are issued and outstanding, and there are no other securities of the Company issued and outstanding;

(d) Listed Securities. The Common Shares are listed and posted for trading on the TSX-V and are quoted on the OTCQX, and the Company has not taken any action which would be reasonably expected to result in the delisting, suspension or cessation of trading or quotation of such securities on or from the TSX-V or the OTCQX, except in connection with the Company's application process to list its Common Shares on Nasdaq;

(e) Authorization. At the Closing Time, the Offered Shares will have been duly authorized for sale and issuance pursuant to this Agreement, and when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, the Offered Shares will be validly issued as fully paid and non-assessable Common Shares. All corporate action required to be taken by the Company for the authorization, issuance, sale and delivery of the Offered Shares has been validly taken at the date hereof;

(f) Bankruptcy and Insolvency. None of the Company or any of the Subsidiaries has committed an act of bankruptcy, is insolvent, has proposed a compromise or arrangement to its creditors generally, had a petition or a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceedings with respect to a compromise or arrangement, taken any proceedings to have itself declared bankrupt or wound-up or to have a receiver appointed for any of its property, had any Person holding any Lien or receiver take possession of any of the property thereof, or had any execution or distress become enforceable or become levied upon any of its property or assets;

(g) Dissolution or Liquidation. No proceedings have been taken, instituted or, to the knowledge of the Company, are pending for or relating to the dissolution or liquidation of the Company or any of the Subsidiaries;

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(h) Books and Records. All of the Company's material transactions have been recorded or filed in its books or records and its minute books or records contain all records of the material meetings and material proceedings (or certified copies thereof) of its directors, shareholders, and committees of directors, if any, relating to any such transactions or other matters that may be material to the Company and are complete in all material respects other than those which are not material in the context of the Company; the minute books and records of the Company made available to counsel for the Underwriters in connection with its due diligence investigation of the Company are all of the minute books and/or material records of the Company;

(i) Absence of Rights. Except as disclosed in the Public Disclosure Documents or as disclosed to the Underwriters, including pursuant to the Wexford Investor Rights Agreement which provides certain anti-dilution rights in connection with the Offering (which rights have been duly waived by the holder of such rights in respect of the Offering), the Offering is not subject to any pre-emptive right or other contractual right or obligation to purchase securities granted by the Company or to which the Company is subject, and there is no other right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued Common Shares or any other agreement or option, for the issue or allotment of any unissued Common Shares or any other security convertible into or exchangeable for any such Common Shares or to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding Common Shares, except for those convertible securities listed in Section 4.1(c);

(j) Financial Statements. The Financial Statements and the notes thereto: (i) have been prepared in conformity with International Financial Reporting Standards; (ii) contain no misrepresentation and present fairly, in all material respects, the financial position of the Company, on a consolidated basis, as at the dates thereof, and the results of operations and cash flows of the Company, on a consolidated basis, for the periods then ended; and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, on a consolidated basis. Except as disclosed in the Financial Statements, there has been no change in accounting policies or practices of the Company since June 30, 2025. The officer's certificates filed by the Company in connection with the Financial Statements in accordance with NI 52-109 are in the form required by NI 52-109;

(k) Independent Auditors. The auditors who reported on and audited the Financial Statements that are audited are independent with respect to the Company within the meaning of the Canadian Institute of Chartered Accountants Handbook and, there has never been a "reportable event" (within the meaning of NI 51-102) with respect to the present auditor or any former auditor of the Company;

(l) Audit Committee. The audit committee of the Company is comprised and operates in accordance with the requirements of NI 52-110;

(m) Dividends. Since June 30, 2025, the Company has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or agreed to do so or otherwise effected any return of capital with respect to such Common Shares, except in connection with the Company's current normal course issuer bid;

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(n) Liabilities. The Company and the Subsidiaries do not have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements or referred to or disclosed herein or in the Public Disclosure Documents, other than liabilities, obligations, or indebtedness or commitments: (i) incurred in the normal course of business; and (ii) which would not reasonably be expected to have a Material Adverse Effect;

(o) No Default. None of the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder or the sale or issuance of the Offered Shares:

(i) require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, securities regulatory authority or other third party, except: (A) such as have been or will be obtained by the Closing Date; or (B) such as may be required under the applicable by laws, policies, regulations and prescribed forms of the TSX- V;

(ii) will conflict with or result in any breach of (A) any of the constating documents of the Company, or (B) any securities laws pursuant to the Securities Act (Ontario) and the published rules and regulations and forms prescribed thereunder together with all applicable policy statements, multilateral instruments or national instruments, published blanket orders and rulings issued or adopted by any Securities Regulators to which the Company is subject; or

(iii) give rise to any Lien or claim in or with respect to the properties or assets now owned by the Company or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting any of them or any of their properties;

(p) Possession of Licenses and Permits. Each of the Company and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable law, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business, as applicable. All material permits, certificates, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to carry on the business currently carried on, or contemplated to be carried on, by it, are in place, or with respect to Governmental Licenses to conduct future activities, will be in place at the time such activities are commenced. There has been no breach of the material terms and conditions of all such Governmental Licenses. All of the Governmental Licenses are valid and in full force and effect. No notice of proceedings relating to the revocation or material modification of any such Governmental Licenses has been issued or is contemplated;

(q) Title to Business Assets. The Company and the Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens (except for Liens granted in the ordinary course to finance the purchase of personal property and Liens as described in the Public Disclosure Documents, or such as do not (individually or in the aggregate) materially affect the value of such property or materially interfere with the use made or proposed to be made of such Business Assets by the Company and the Subsidiaries), and no other rights or Business Assets are necessary for the conduct of the Business as currently conducted. The Company knows of no claim or basis for any claim with respect to the use, transfer, lease, license, operation, sale or other exploitation of such Business Assets that could reasonably be expected to have a Material Adverse Effect on the rights of the Company or the Subsidiaries and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets, save and except as disclosed in the Public Disclosure Documents;

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(r) Title to Real Property. At the Closing Time, all of the leases, subleases and agreements with respect to real property (other than Mining Claims) material to the business of the Company and the Subsidiaries, considered on a consolidated basis, and under which the Company and the Subsidiaries have an interest in properties described in the Public Disclosure Documents, are in full force and effect, and, except as otherwise disclosed in the Public Disclosure Documents, neither the Company or the Subsidiaries have received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiaries to the continued possession of the property under any such lease, sublease or agreement;

(s) Leased Premises. With respect to each premises of the Company which is material to the Company and which the Company occupies as tenant (the "Leased Premises"), the Company occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company occupies the Leased Premises is in good standing and in full force and effect;

(t) Mining and Exploration Claims. All interests in mining, exploration and prospecting claims, authorizations, concessions, patents, exploitation or extraction or similar rights relating to the Material Properties and the Moss Mine (collectively, "Mining Claims") of the Company that are held by the Company or the Subsidiaries are in good standing, are valid and enforceable, are free and clear of any of all material mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands, other than those described in the Public Disclosure Documents or as disclosed in writing to the Underwriters. Other than as disclosed in the Public Disclosure Documents, (i) no other property rights are necessary for the conduct of the Company's or the Subsidiaries' business as currently carried on as of the date hereof; (ii) the Company and each Subsidiary do not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights or its exploration of the Material Properties and the Moss Mine in a material way; (iii) there are no material restrictions on the ability of the Company or the Subsidiaries' to use, transfer or otherwise exploit such property rights except as imposed by applicable law or as disclosed in writing to the Underwriters, and (iv) the Company and each Subsidiary do not have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights thereof except as disclosed in writing to the Underwriters;

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(u) Title to Properties. The Company or the Subsidiaries, as applicable, hold, directly or indirectly, either freehold title, mining leases, mining concessions or licences or participating interests or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located, in respect of the ore bodies and minerals located in properties in which the Company or any Subsidiary has an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company or a Subsidiary, as applicable, to explore for, develop, mine, operate and produce minerals relating thereto to the extent described in the Public Disclosure Documents. All property, concessions, leases, claims or licences in respect of the Material Properties and have been validly located and recorded in accordance with all applicable laws and are valid and subsisting. The Company or a Subsidiary has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Properties and the Moss Mine granting the Company or the Subsidiary, as applicable, the right and ability to explore for, develop, mine, operate and produce minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Company or a Subsidiary, as applicable, in the manner currently contemplated, with only such exceptions as do not materially interfere with the use made by the Company or a Subsidiary, as applicable, of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing;

(v) Property Agreements. Any and all of the agreements and other documents and instruments related to the Material Properties and the Moss Mine, pursuant to which the Company or a Subsidiary holds, directly or indirectly, the property and assets thereof (including any interest in, or right to earn an interest in, any property), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. The Company and each Subsidiary are not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated. All agreements and other documents and instruments related to the Material Properties and the Moss Mine, pursuant to which the Company or a Subsidiary holds, directly or indirectly, the property and assets thereof (including any interest in, or right to earn an interest in, any property), are in good standing and there has been no material default under any such agreement and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid;

(w) Material Properties. The Material Properties are the only properties which are material to the Company for the purposes of NI 43-101. The legal opinions delivered pursuant to subsections 5.2(i) hereof provide an opinion on all of the mineral claims and mining concessions that comprise the Material Properties and the comfort letter delivered pursuant to subsection 5.2(j) hereof provides comfort on all of the mineral claims and mining concessions that comprise the Moss Mine towards which the net proceeds of the Offering will be used as outlined in the Offering Document;

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(x) Expropriation Matters. Neither the Material Properties, the Moss Mine nor any mining rights held by the Company or the Subsidiaries, has been taken, revoked, condemned or expropriated by any Governmental Authority nor has any written notice or proceeding in respect thereof been given commenced or threatened or is pending, nor do the Company or the Subsidiaries have any knowledge of the intent or proposal to give any such notice or commence any such proceeding. There are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Company or the Subsidiaries have received notice against the mining claims or the mining rights of the Company or the Subsidiaries or any part thereof;

(y) Mineral Project Information. The information set forth in the Public Disclosure Documents relating to the Company's mineral projects has been reviewed and verified by "Qualified Persons" as required by NI 43-101, and in all cases, such information has been prepared in accordance in all material respects with NI 43- 101, and there have been no material changes to the scientific or technical information concerning the Material Properties since the date of the technical reports filed by the Company pursuant to NI 43-101 that would require a new technical report in respect of any of the Material Properties to be filed by the Company under NI 43-101;

(z) MH LLC Acquisition. Subject to and conditional upon receiving all requisite shareholder and regulatory approvals, and satisfying all closing conditions to completion of the proposed transactions, based on its due diligence to-date, the Company is not aware of any facts or circumstances that cause it to believe that the Mt. Hamilton Acquisition will not be completed, substantially in accordance with the terms and conditions to be set out in the definitive documentation to be entered into by the Company in connection with the proposed transaction, substantively as outlined in the Mt. Hamilton Term Sheet, and a true copy of the Mt. Hamilton Term Sheet has been provided to the Underwriters. Upon completion of the Mt. Hamilton Acquisition pursuant to the terms to be set out in definitive agreement(s) to be entered into, the Company expects to own 100% of the issued and outstanding membership interests of MH LLC;

(aa) Mining and Exploration Claims of Mt. Hamilton Property. To the knowledge of the Company, based on its due diligence to-date, all interests in mining, exploration and prospecting claims, authorizations, concessions, patents, exploitation or extraction or similar rights, as applicable, relating to the Mt. Hamilton Property (collectively, "Mt. Hamilton Mining Claims") held by MH LLC are in good standing, are valid and enforceable in all material respects;

(bb) Title to Mt. Hamilton Property. To the knowledge of the Company, based on its due diligence to-date, upon and subject to completion of the Mt. Hamilton Acquisition, the Company expects to hold, directly or indirectly, interests in the Mt. Hamilton Mining Claims under valid and enforceable title documents or other recognized and enforceable agreements or instruments. The Company has no current reason to believe that, upon and subject to completion of the Mt. Hamilton Acquisition, the Mt. Hamilton Mining Claims will not be in good standing under applicable laws, or that the Company will not have the surface and access rights customarily necessary to carry out its currently contemplated activities, except to the extent that any such deficiency would not have a Material Adverse Effect;

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(cc) Indigenous Matters. Neither the Company nor the Subsidiaries (i) are parties to any arrangement or understanding with an indigenous band, community or group in relation to the environment or development of communities in the vicinity of the Material Properties or the Moss Mine; (ii) are or have been engaged or involved in any disputes, discussions or negotiations with any indigenous band, community or group; and (iii) have received notice of any material claim, either from an indigenous band, community or group or any Governmental Authority, indicating that either the Company, the Subsidiaries, the Material Properties, the Moss Mine or any part thereof or any predecessors in title to the Material Properties or the Moss Mine has in any way infringed upon or has an adverse effect on any indigenous rights or interests;

(dd) Indigenous Claims. There are no material claims or actions with respect to indigenous rights currently threatened or pending in respect of, the Material Properties or the Moss Mine. The Company and the Subsidiaries are not aware of any material land entitlement claims or indigenous land claims having been asserted or any legal actions relating to indigenous or community issues having been instituted in respect of, the Material Properties or the Moss Mine, and no material dispute in respect of, the Material Properties or the Moss Mine, with any local or indigenous communities exists or is threatened or imminent in respect of the Material Properties or the Moss Mine, or any activities on either such property;

(ee) Community Relations. The Company and the Subsidiaries maintain, and the Company and the Subsidiaries reasonably expect to maintain, good relationships with the communities and persons affected by or located on the Material Properties and the Moss Mine, in all material respects, and there are no complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect of interfering with, delaying or impairing the ability to explore, develop, exploit or otherwise operate the Material Properties or the Moss Mine, and neither the Company nor the Subsidiaries anticipate any issues or liabilities to arise on the Material Properties or the Moss Mine, in respect of any artisanal mining activity that, respectively, has adversely affected, or would adversely affect, their ability to explore, develop, exploit or otherwise operate the Material Properties or the Moss Mine;

(ff) Environmental Laws. (i) The Company and the Subsidiaries are not in material violation of any federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"); (ii) the Company and the Subsidiaries have all material permits, authorizations and approvals required under any applicable Environmental Laws to conduct their business as currently conducted and are in material compliance with their requirements under such Environmental Laws; (iii) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, orders, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Company and the Subsidiaries which if determined adversely, would reasonably be expected to have a Material Adverse Effect; and (iv) the Company and the Subsidiaries are not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment (except for those derived from normal exploration or mining activities) or non-compliance with Environmental Laws which would reasonably be expected to have a Material Adverse Effect;

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(gg) Reporting Issuer. The Company is a reporting issuer in each of the provinces of British Columbia, Alberta, Manitoba and Ontario and is not in default of any of its obligations under applicable Securities Laws of such provinces in any material respect;

(hh) Compliance. The Company is, and will at the Closing Time be, in compliance in all material respects with the by-laws, rules and regulations of the TSX-V and no material change relating to the Company has occurred within the past twelve (12) months that has not been generally disclosed and that in relation thereto the requisite material change report has not been filed under applicable Securities Laws and no such disclosure has been made on a confidential basis that at the date hereof remains confidential;

(ii) No Material Adverse Effect. Since June 30, 2025, (i) there has been no change in the condition (financial or otherwise), or in the properties, capital, affairs, prospects, operations, assets liabilities of the Company or the Subsidiaries, whether or not arising in the ordinary course of business, which would reasonably be expected to give rise to a Material Adverse Effect;

(jj) No Material Transactions. Since June 30, 2025, other than as set out in the Mt. Hamilton Term Sheet, there have been no transactions entered into by the Company or any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and the Subsidiaries, and the Company and the Subsidiaries have not approved or entered into any other agreement in respect of: (A) the purchase of any property material to the Company or the Subsidiaries or assets or any interest therein or the sale, transfer or other disposition of any property material to the Company or the Subsidiaries or assets or any interest therein currently owned, directly or indirectly, by the Company or the Subsidiaries whether by asset sale, transfer of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company, or any of the Subsidiaries or otherwise) of the Company or the Subsidiaries;

(kk) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or the Subsidiaries, which has not been disclosed to the Underwriters or their counsel, or which if determined adversely, would reasonably be expected to have a Material Adverse Effect, or which, if determined adversely, would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder;

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(ll) Outstanding Judgments. There is no outstanding judgment, order, decree, arbitral award or decision of any court, tribunal or government agency against the Company or the Subsidiaries, which, either separately or in the aggregate, may result in a Material Adverse Effect;

(mm) No Cease Trade Orders. No order ceasing or suspending trading in securities of the Company or prohibiting the sale of securities by the Company has been issued by an exchange or Securities Regulator, and no proceedings for this purpose have been instituted, or are, to the Company's knowledge, pending, contemplated or threatened;

(nn) Unlawful Payment. None of the Company or, to the knowledge of the Company any of its employees or agents has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official, or other Person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;

(oo) Anti-Money Laundering. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator or non-Governmental Authority involving the Company and the Subsidiaries with respect to the Anti-Money Laundering Laws is, to the best knowledge of the Company, pending or threatened;

(pp) Brokerage Fees. Other than the Underwriters (or any members of the Selling Group), there is no Person, acting or, to the knowledge of the Company, purporting to act at the request of the Company, who is entitled to any brokerage or finder's fees in connection with the Offering contemplated herein;

(qq) Authorization of Agreement. At the Closing Time, this Agreement will have been duly authorized, executed and delivered by the Company and will be a legal, valid and binding obligation of, and is enforceable against, the Company in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, the availability of equitable remedies and the qualification that rights to indemnity, contribution, and waiver of contribution may be limited by applicable laws);

(rr) Disclosure. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Canadian Securities Laws, including the filing of all documents required to be filed by it under applicable Canadian Securities Laws, and the Public Disclosure Documents, were as of the date of such documents, true and correct in all material respects, contained no misrepresentation and no material change or material fact or facts were omitted therefrom which would make such information misleading in light of the circumstances in which it was made, as at the date thereof;

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(ss) Material Contracts. All of the current material contracts and agreements of the Company and the Subsidiaries not made in the ordinary course of business have been disclosed in the Public Disclosure Documents and filed with the appropriate Canadian Securities Regulators as required by applicable Canadian Securities Laws;

(tt) Filings. All material filings and fees required to be made and paid, respectively, by the Company pursuant to the Business Corporations Act (British Columbia) have been made and paid and such filings were true and accurate in all material respects as at the respective dates thereof;

(uu) Interest of Insiders. Except as disclosed in the Public Disclosure Documents, none of the directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing Persons has had any material interest, direct or indirect, in any material transaction within the previous two (2) years or has any material interest in any proposed material transaction involving the Company which, as the case may be, materially affected, is material to or will materially affect the Company on a consolidated basis;

(vv) Voting Agreements. The Company is not party to any agreement, and to the knowledge of the Company, there is no agreement, which in any manner affects the voting control of any of the securities of the Company;

(ww) Shareholder Agreements. Other than the Wexford Investor Rights Agreement, neither the Company or the Subsidiaries nor, to the Company's knowledge, any of their shareholders is a party to any shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Company;

(xx) Interest in Revenues. Except as disclosed in the Public Disclosure Documents, no officer, director, employee or any other person not dealing at arm's length with the Company or the Subsidiaries, any associate or affiliate of such Person, owns, has or is entitled to any royalty, net profits interest, carried interest, licensing fee, or any other encumbrances or claims of any nature whatsoever which are based on the revenues of the Company or the Subsidiaries, except for claims in the ordinary and normal course of the business of the Company or the Subsidiaries such as for accrued vacation pay or other amounts or matters which would not be material to the Company or the Subsidiaries;

(yy) Employees. All material employment agreements, severance agreements and change of control agreements and all employee plans, currently in place or proposed, have been disclosed in the Public Disclosure Documents or to the Underwriters or their counsel. The Company and the Subsidiaries are in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages and there has not been in the last two (2) years and there is not currently any material labour disruption or conflict involving the Company. The Company and the Subsidiaries are not party to a collective bargaining agreement. To the Company's knowledge, there are no union organizing efforts being made at the Company and the Subsidiaries;

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(zz) Interest in Other Companies. The Company does not, directly or indirectly, beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company, other than the Subsidiaries;

(aaa) Indebtedness. Except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries are not a party to any material loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or any agreement, contract or commitment to create, assume or issue any debt instrument;

(bbb) Taxes. All tax returns, declarations, remittances and filings of the Company and the Subsidiaries required by applicable law to have been filed or made in any applicable jurisdiction, have been filed or made (as the case may be), and are substantially true, complete and correct in all material respects except as disclosed in writing to the Underwriters or where the failure to make such return, declaration, remittance or filing would not reasonably be expected to result in a Material Adverse Effect in respect of the Company and the Subsidiaries taken as a whole. All taxes due and payable by the Company and the Subsidiaries have been paid or accrued in the Financial Statements, except as any extension may have been requested or granted and in any case in which the failure to pay or accrue such taxes would not result in a Material Adverse Effect. To the knowledge of the Company, no examination of any tax return of the Company and the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Company, in any case, except where such examinations, issues or disputes would not reasonably be expected to result in a Material Adverse Effect in respect of the Company and the Subsidiaries taken as a whole;

(ccc) Transfer Agent. The Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares;

(ddd) Insurance. The Company and the Subsidiaries maintain insurance against losses of, or damage to, their assets by all insurable hazards or risks as are customarily insured against by companies operating or owning similar properties and conducting a business similar to the business of the Company and the Subsidiaries, and the Company and the Subsidiaries are not in default or breach in any material respect with respect to any of the provisions contained in any of their insurance policies nor has the Company and the Subsidiaries failed to give any notice or present any material claim under any of their insurance policies in a due and timely fashion. All insurance policies maintained by the Company and the Subsidiaries are in good standing in all respects as of the date hereof;

(eee) Intellectual Property. The Company owns or has the right to use under license, sub-license or otherwise all material intellectual property used by the Company in its business, including copyrights, industrial designs, trade-marks, trade secrets, know-how and proprietary rights, free and clear of any and all encumbrances;

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(fff) Directors and Officers. None of the directors or officers of the Company are now, or have within the past 10 years been subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(ggg) Proposed Legislation. To the knowledge of the Company, there is no legislation, or proposed legislation (published by a legislative body), which the Company anticipates will have a Material Adverse Effect;

(hhh) Due Diligence Matters. The Company has, and to the Company's knowledge, the directors and officers of the Company have, answered every question or inquiry of the Underwriters and their counsel in connection with the Underwriters' due diligence investigations fully and truthfully;

(iii) Full Disclosure. All information which has been prepared by the Company relating to the Company and its Subsidiaries, any of its business, properties and liabilities, and either publicly disclosed or provided to the Underwriters including all financial, marketing, sales and operational information provided to the Underwriters and all Public Disclosure Documents is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading;

(jjj) Listed Issuer Financing Exemption.

(i) during the 12 months prior to the date of the Prescribed News Release, the Company has not raised any capital using the Listed Issuer Financing Exemption and is not otherwise raising funds under the Listed Issuer Financing Exemption other than under the Offering;

(ii) all information and statements contained in the Offering Document are true and correct, in all material respects. The Offering Document, together with any document filed under Canadian Securities Laws on or after October 16, 2024, contains disclosure of all material facts about the securities being distributed in the Offering and does not contain a misrepresentation. The Offering Document complies in all material respects with the requirements of Canadian Securities Laws;

(iii) the Company is and has been a reporting issuer in at least one jurisdiction of Canada for the 12 months immediately prior to the date of the Prescribed News Release;

(iv) the Company's operations have not ceased or its principal asset is not cash or cash equivalents, or its exchange listing;

(v) the Company has filed all periodic and timely continuous disclosure documents that it is required to have filed by each of the following: (i) Canadian Securities Laws; (ii) an order issued by a Securities Regulator in Canada; and (iii) an undertaking to a Securities Regulator in Canada;

(vi) the total dollar amount of the Offering, combined with the dollar amount of all other distributions made by the Company under the Listed Issuer Financing Exemption during the 12 months immediately before the date of the Prescribed News Release, will not exceed the greater of the following: (i) $25,000,000; or (ii) 20% of the aggregate market value of the Company listed securities on the date of the Prescribed News Release, calculated in accordance with NI 45-106, to a maximum total dollar amount of $50,000,000;

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(vii) the Offering, combined with all other distributions made by the Company under the Listed Issuer Financing Exemption during the 12 months immediately before the date of the Prescribed News Release, will not result in an increase of more than 50% of the number of the Company's issued and outstanding listed equity securities, as of the date that is 12 months before the date of the Prescribed News Release; and

(viii) the Company reasonably expects that, on completion of the Offering, the Company will have sufficient available funds to meet its business objectives and all liquidity requirements for a period of 12 months.

4.2 Covenants of the Company.

(a) The Company hereby covenants to the Underwriters and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Shares, that:

(i) the Company shall use commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Securities Laws in each of the provinces of British Columbia, Alberta, Manitoba and Ontario for a period of two years following the Closing Date; provided that this covenant is subject to the obligations of the directors to comply with their fiduciary duties to the Company and shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a "reporting issuer" so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSX-V;

(ii) the Company shall use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX-V to the date which is two (2) years following the Closing Date; provided that this covenant shall not prevent the Company from transferring its listing to the Nasdaq or Toronto Stock Exchange or completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSX-V;

(iii) up until the Closing Time, the Company shall provide the Underwriters and their legal counsel with timely access to all information that they may reasonably request to permit them to conduct all due diligence investigations of the Company and its business operations, properties, assets, affairs and financial condition. In particular, the Company will make available to the Underwriters and their legal counsel, on a timely basis, all material corporate and operating records, contracts, technical and financial information, budgets, key officers, and other relevant information necessary in order to complete the due diligence investigation of the Company and its business operations, properties, assets, affairs and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the Closing Time;

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(iv) the Company shall duly execute and deliver any material documents in connection with the Offering at the Closing Time, and comply with and satisfy all terms, conditions and covenants herein or therein contained to be complied with or satisfied by the Company;

(v) the Company shall, as soon as practicable, use its commercially reasonable efforts to obtain all necessary consents to the transactions contemplated herein;

(vi) the Company shall ensure that the Offered Shares, upon issuance in accordance with this Agreement, shall be duly issued as fully paid and non- assessable Common Shares, and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement;

(vii) the Company shall have taken all steps as are necessary to cause the Offered Shares to be listed and posted for trading on the TSX-V, subject to the satisfaction of by the Company of the Standard Listing Conditions within the applicable time frame pursuant to the rules and policies of the TSX-V;

(viii) the Company shall use commercially reasonable efforts to fulfill or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 5.2 (unless waived by Stifel Canada, on behalf of the Underwriters);

(ix) the Company shall execute and file with the Securities Regulators and the TSX-V all forms, notices and certificates required to be filed by the Company pursuant to the Securities Laws and the policies of the TSX-V in the time required by the applicable Securities Laws and the policies of the TSX-V, including, for greater certainty, Form 45-106F1 Report of Exempt Distribution of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in Section 5.2 hereof, as are required to be filed by the Company;

(x) the Company shall provide the Underwriters with a reasonable opportunity to review and provide comments on a draft of any proposed announcement or press release relating to the Offering. In addition, if required by applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall include an appropriate notation on each page substantially as follows: "this news release is intended for distribution in Canada only and is not for distribution to United States newswire services or dissemination in the United States." All press releases announcing the Offering will also be tailored to qualify for the safe harbour provided for in Rule 135e under the U.S. Securities Act, and include substantially the following statement:

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"This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein 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 (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 requirements is available."

(xi) the Company shall not, without the prior written consent of Stifel Canada, such consent not to be unreasonably withheld or delayed, directly or indirectly issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of any additional Common Shares or any securities convertible or exchangeable into Common Shares until the date that is 60 days from the Closing Date ("Restricted Period"), other than pursuant to: (i) this Offering; (ii) the Concurrent Private Placement; (iii) the grant or exercise of stock options, restricted share units, deferred share units and other similar issuances pursuant to the Company's omnibus incentive plan (provided that in the case of new grants, the exercise price of such stock options or compensation arrangement will be no less than $8.00 per Common Share); (iv) the issuance of Common Shares upon the exercise of convertible securities, warrants, options, or any other commitment or agreement outstanding prior to the date of the Engagement Letter; and (v) any bona fide property acquisition or mergers and acquisitions transactions. The Company further acknowledges and agrees that it will use its commercially reasonable efforts to cause its directors and executive officers to enter into and deliver, concurrently on the Closing Date, a written agreement (the "Lock-Up Agreements") pursuant to which each such Person will agree not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company during the Restricted Period, other than with the prior consent of Stifel Canada, on behalf of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed, subject to such exceptions as are set out in the Lock-Up Agreements; and

(xii) the Company shall cooperate with the Underwriters in marketing the Offering, including, to the extent reasonable, by making its senior officers available to meet with prospective investors identified by the Underwriters.

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ARTICLE 5

CLOSING

5.1 Closing Deliveries.

The purchase and sale of the Offered Shares shall be completed at the Closing Time through the electronic exchange of documents. At or prior to the Closing Time, the Company shall deliver to Stifel Canada, certificates or the electronic registration by book-entry of evidence of ownership (as may be agreed upon by Stifel Canada and the Company) representing the Offered Shares and such further documentation as may be contemplated herein, including the requisite legal opinions and certificates as contemplated in Section 5.2, against payment of the Aggregate Subscription Price in lawful money of Canada by certified cheque or wire transfer payable to the Company or as otherwise directed by the Company. The Company will, at the Closing Time, (i) make payment in full of the Underwriting Fee and the reasonable out-of-pocket costs and expenses of the Underwriters, including fees and disbursements of counsel to the Underwriters as specified in Section 7.4 herein.

5.2 Closing Conditions.

The Underwriters' obligation to purchase the Offered Shares at the Closing Time shall be conditional upon the fulfilment at or before the Closing Time of the following conditions, which conditions may be waived in writing in whole or in part by the Underwriters:

(a) Compliance with Agreement. The Company will have complied in all material respects with all obligations and covenants and satisfied all terms and conditions contained in this Agreement on its part to be complied with or satisfied at or prior to the Closing Time.

(b) Requisite Approvals. The Underwriters shall have received at the Closing Time, evidence that any requisite approvals (including any applicable shareholder approvals from the Company's shareholders), consents and acceptances of the appropriate regulatory authorities and the TSX-V, required to be made or obtained by the Company in order to complete the Offering, have been made or obtained.

(c) Board Approval. The board of directors of the Company shall have authorized and approved the execution and delivery of this Agreement, the allotment, issuance and delivery of the Offered Shares, and all matters relating thereto.

(d) Corporate Officer's Certificate. The Underwriters shall have received officers' certificates, in form and substance satisfactory to the Underwriters' counsel acting reasonably, dated the Closing Date, signed by the Company's Chief Executive Officer and Chief Financial Officer, or other officers of the Company acceptable to the Underwriters (in each case, without personal liability), addressed to the Underwriters and their counsel, with respect to the constating documents of the Company, all resolutions of the Company's board of directors relating to this Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency.

(e) Offering Officer's Certificates. the Underwriters shall have received a certificate dated the Closing Date and signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company or other officers of the Company acceptable to the Underwriters, certifying for and on behalf of the Company (and without personal liability), after having made due inquiry that:

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(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Offered Shares) has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated or threatened by any Governmental Authority;

(ii) there has been no Material Adverse Change (actual or proposed, whether financial or otherwise) since June 30, 2025 to the date of this Agreement and no transaction has been entered into by the Company which constitutes a material change, except as disclosed in the Public Disclosure Documents;

(iii) no default or event exists and is then continuing under this Agreement and no event exists that, but for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition after that event, would constitute a default or event of default under this Agreement;

(iv) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time (other than any conditions which have been waived by the Underwriters in writing);

(v) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Time (except where a representation or warranty is made as of a specified date, in which case it was true and correct as of such date) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and

(vi) the Offering Document, together with any document filed under Canadian Securities Laws on or after October 16, 2025, contains disclosure of all material facts about the securities being distributed in the Offering and does not contain a misrepresentation.

(f) Canadian Legal Opinions. The Underwriters shall have received at the Closing Time a favourable legal opinion of Cassels Brock & Blackwell LLP (who may rely, to the extent appropriate in the circumstances, or arrange for separate opinions of local counsel acceptable to counsel to the Underwriters, acting reasonably, as to the qualification of the Offered Shares for sale to the public in Canada and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and each such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Company), addressed to the Underwriters and the Purchasers and dated the Closing Date, in form and substance satisfactory to Underwriters' Counsel, acting reasonably, and based and relying on and subject to customary assumptions and qualifications, with respect to the following matters:

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(i) as to the existence of the Company under the laws of British Columbia;

(ii) as to the authorized and issued capital of the Company;

(iii) that the Company has the requisite corporate power and authority to carry on business as currently conducted, to own and lease properties and assets, to carry out its obligations under this Agreement and to issue the Offered Shares;

(iv) that none of the execution and delivery of this Agreement or the Investor Questionnaires or the performance by the Company of its obligations hereunder and thereunder, will conflict with or result in any breach of: (A) the Constating Documents, (B) the Business Corporations Act (British Columbia) or (C) Canadian Securities Laws;

(v) that all necessary action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, including the issuance and delivery of the Offered Shares, and this Agreement has been duly authorized and executed and delivered by the Company, and constitutes or will constitute a valid and legally binding obligation of the Company enforceable against it in accordance with its terms;

(vi) the Offered Shares have been duly and validly issued as fully-paid and non- assessable Common Shares in the capital of the Company;

(vii) the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares;

(viii) the issuance, sale and delivery of the Offered Shares by the Company to the Purchasers in accordance with the terms and conditions of this Agreement have been effected in such a manner as to be exempt from the prospectus requirements of applicable Canadian Securities Laws and that no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of any securities regulatory authority are required to be obtained by the Company under applicable Canadian Securities Laws to permit the distribution of the Offered Shares by the Company to the Purchasers; however, where required by Securities Law, the Company will be required to file certain post-closing filings with the applicable Securities Regulators;

(ix) the first trade by the Purchasers of the Offered Shares is exempt from or is not subject to, the prospectus requirements of applicable Canadian Securities Laws in the Canadian Selling Jurisdictions and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with any such trade or resale, provided that the conditions of NI 45-102 are satisfied, as applicable;

(x) the Company is and has been a "reporting issuer", or its equivalent, in each of the Canadian Selling Jurisdictions where the Offered Shares are issued and sold, and the Company is not listed as in default of any requirement of the Securities Laws of those provinces; and

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(xi) the TSX-V has conditionally accepted the Offering (including the listing and posting for trading on the Exchange of the Offered Shares).

(g) Subsidiary Opinions. The Underwriters shall have a received legal opinion addressed to the Underwriters and Underwriters' Counsel, in form and substance satisfactory to the Underwriters, acting reasonably, in respect of each Subsidiary dated as of the Closing Date from local counsel with respect to the following matters, and all such opinions may be subject to customary assumptions, reliances and qualifications:

(i) the formation, existence and good standing of each Subsidiary under the laws of its jurisdiction of incorporation;

(ii) the authorized capital of each Subsidiary and the ownership thereof; and

(iii) that each Subsidiary has all necessary corporate power under the laws of their jurisdiction of incorporation to carry on business as presently carried on and own and lease their properties and assets.

(h) U.S. Legal Opinions. If any Offered Shares are offered and sold in the United States pursuant to Schedule "A" attached hereto, the Underwriters shall have received a favourable legal opinion with respect to U.S. securities matters, in form and substance satisfactory to the Underwriters' counsel acting reasonably, dated the Closing Date, from Spencer Fane LLP, U.S. counsel to the Company, such opinion to be subject to customary qualifications and assumptions, to the effect that no registration of the Offered Shares offered and sold in the United States will be required under the U.S. Securities Act in connection with such offer and sale, provided that the offer and sale of the Offered Shares in the United States is made in accordance with this Agreement, including Schedule "A" hereto, it being understood that such counsel expresses no opinion as to any subsequent reoffer or resale of the Offered Shares.

(i) Title Opinions. The Underwriters shall have received a favourable title opinion, in form and substance satisfactory to the Underwriters' counsel acting reasonably, dated as of the Closing Date as to title matters in respect of the Material Properties.

(j) Moss Mine Comfort Letter. The Underwriters shall have received, as of the Closing Date, a letter confirming title to the Moss Mine, in form and substance satisfactory to the Underwriters' counsel acting reasonably, and an undertaking by the Company to deliver a title opinion, in form and substance satisfactory to the Underwriters' counsel acting reasonably, within 30 days following the Closing Date.

(k) Listing Approval. The Offering shall have been conditionally approved by the TSX- V, subject only to the Company satisfying the Standard Listing Conditions within the applicable time frame pursuant to the rules and policies of the TSX-V; and the Company shall not have received any notice from the TSX-V that the Offered Shares shall not be accepted for listing on such exchange.

(l) Delivery of Shares. The Underwriters shall have received at the Closing Time confirmations of the electronic deposit of the Offered Shares pursuant to the non-certificated issue system maintained by CDS, on behalf of the Purchasers and in accordance with the register maintained by CDS, to the extent required hereunder;

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(m) Certificate of Status. The Underwriters shall have received a certificate of status (or equivalent) under applicable law for the Company and each Subsidiary.

(n) Certificate of Transfer Agent. The Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares, issued and outstanding as at a date no more than one Business Day prior to the Closing Date.

(o) No Termination. The Underwriters not having exercised any rights of termination set forth in Article 6.

(p) Operative Documents. This Agreement shall have been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to the Underwriters and Underwriters' Counsel, each acting reasonably.

(q) Lock-Up Agreements. The Company will use reasonable efforts to have delivered or caused to be delivered to the Underwriters, the Lock-Up Agreements.

(r) Other Documentation. The Underwriters having received at the Closing Time such further certificates, opinions of counsel and other documentation from the Company as the Underwriters or their counsel may reasonably require.

The Company agrees that the aforesaid legal opinions to be delivered at the Closing Time will also be addressed to the Purchasers and that the Underwriters may deliver copies thereof to such Persons and the Underwriters' counsel.

ARTICLE 6

TERMINATION

6.1 Rights of Termination

(a) The Company shall use its commercially reasonable efforts to cause all conditions in this Agreement which relate to it to be satisfied. It is understood that the Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of the foregoing terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding any such waiver or extension must be in writing.

(b) Any Underwriter shall be entitled, at such Underwriter's option, to terminate and cancel, without any liability on such Underwriter's part, its obligations (and those of any Substituted Purchasers) under this Agreement to purchase the Offered Shares by giving notice at or at any time prior to Closing Time if:

(i) any inquiry, action, suit, proceeding or investigation (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened in relation to the Company or any one of the officers or directors of the Company where wrong-doing is alleged or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX-V or any securities regulatory authority which involves a finding of wrong doing (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Underwriters and not upon activities of the Company) which in the reasonable opinion of the Underwriters (or any of them) seriously adversely affects, or involves, or will seriously adversely affect, or involve, the business, operations or affairs of the Company and its subsidiaries taken as a whole; or (ii) any order, action, proceeding, law or regulation is made, enacted or changed which ceases trading in the Company's securities or, in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the trading of the Offered Shares;

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(ii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including without limitation terrorism or accident) or any new or any change in law or regulation which in the reasonable opinion of the Underwriters (or any of them) seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company and its subsidiaries taken as a whole;

(iii) there shall occur, be discovered by the Underwriters or announced by the Company, any material change or a change in any material fact, a new material fact or there should be discovered any previously undisclosed material fact, in the business affairs, financial condition, assets, liabilities (contingent or otherwise), results of operations of the Company and its related entities (taken as a whole), or there shall exist or be discovered any material fact which is, or may be, untrue, false or misleading in a material respect or result in a misrepresentation (other than a change or fact related solely to the Underwriters), which, in the opinion of any of the Underwriters, acting reasonably, has or could be reasonably expected to have a significant adverse effect on the business, affairs, or financial condition of the Company, its Material Properties or the Moss Mine, or on the market price or the value of the Offered Shares; and/or

(iv) the Company is in breach of any material term, condition or covenant of this Agreement that cannot be cured prior to the Closing Date or any representation or warranty given by the Company herein is or becomes false in any material respect and cannot be cured prior to the Closing Date.

(c) The rights of termination contained in the foregoing subsections of this section may be exercised by any Underwriter and are in addition to, and without prejudice to, any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Underwriter to the Company or on the part of the Company to the Underwriter except in respect of any liability which may have arisen prior to such termination or may arise after such termination in respect of acts or omissions of the Company prior to such termination or under Section 7.3 and Section 7.4.

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ARTICLE 7

GENERAL

7.1 Survival of Representations, Warranties and Covenants

All representations, warranties, and covenants of the Company and the Underwriters herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase by the Purchasers of the Offered Shares and shall continue in full force and effect for the benefit of the Underwriters and the Purchasers for a period of two (2) years following the Closing Date.

7.2 Liability of the Underwriters

(a) The obligation of the Underwriters to purchase the Offered Shares at the Closing Time shall be several, and not joint, nor joint and several, and shall be as to the following percentages of the Offered Shares to be purchased at any such time:

Stifel Nicolaus Canada Inc. 60%
Cantor Fitzgerald Canada Corporation 40%
  100%

(b) If an Underwriter (a "Refusing Underwriter") shall not complete the purchase of the Offered Shares which such Underwriter has agreed to purchase hereunder (the "Default Shares") for any reason whatsoever at the Closing Time, and (i) if the number of Default Shares does not exceed 10% of the number of Offered Shares to be purchased hereunder on such date, the other non-Refusing Underwriters (the "Continuing Underwriters") shall be obligated to purchase the Default Shares on a pro rata basis according to the number of Offered Shares to have been acquired by the Continuing Underwriters or on such other basis as the Continuing Underwriters may agree; or (ii) if the number of Default Shares exceeds 10% of the number of Offered Shares to be purchased on such date, the Continuing Underwriters shall be entitled, at their option, to purchase all but not less than all of the Default Shares on a pro rata basis according to the number of Offered Shares to have been acquired by the Continuing Underwriters or on such other basis as the Continuing Underwriters may agree. If the Continuing Underwriters do not elect to purchase the Default Shares pursuant this Section 7.2, then the Company shall have the right to either (i) proceed with the sale of the Offered Shares (less the Default Shares) to the Continuing Underwriters; or (ii) terminate its obligations hereunder without liability to the Continuing Underwriters except pursuant to the provisions of Section 7.3 and Section 7.4.

(c) No action taken pursuant to Section 7.2(b) shall relieve any Refusing Underwriter from liability in respect of its default to the Company or to any Continuing Underwriters.

(d) Nothing in this Section 7.2 shall oblige the Company to sell to any or all of the Underwriters less than all of the aggregate amount of the Offered Shares.

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7.3 Indemnity and Contribution.

(a) The Company and its Subsidiaries and affiliated companies (for purposes of this Section 7.3, the "Indemnitor") shall indemnify and hold the Underwriters and each of the partners, directors, officers, agents, representatives and employees of the Underwriters (collectively, the "Underwriters' Personnel") harmless from and against any and all expenses, losses (other than loss of profits), fees, claims (including shareholder actions, derivative or otherwise), actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Underwriters and/or the Underwriters' Personnel to which the Underwriters and/or the Underwriters' Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Underwriters and/or the Underwriters' Personnel hereunder, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Underwriter or the Underwriters' Personnel have been grossly negligent or have committed any willful misconduct or illegal or fraudulent act in the course of the performance of professional services rendered to the Indemnitor by the Underwriter and/or the Underwriters' Personnel hereunder; and

(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were primarily caused by the gross negligence, willful misconduct or illegal or fraudulent act referred to in Section 7.3(a)(i).

If for any reason (other than the occurrence of any of the events itemized in Section 7.3(a)(i) and Section 7.3(a)(ii) above) the foregoing indemnification is unavailable to the Underwriters or insufficient to hold it harmless, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriters on the other hand but also the relative fault of the Indemnitor and the Underwriters, as well as any relevant equitable considerations; provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by the Underwriters as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Underwriters hereunder.

(b) The Indemnitor also agrees that no Underwriter or the Underwriters' Personnel will have any liability (either direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting claims on the Indemnitor's behalf or in right for or in connection with the performance of professional services rendered to the Indemnitor by the Underwriters in connection with the matters referred to in this Agreement, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Indemnitor are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have been primarily caused by the gross negligence or willful misconduct or illegal or fraudulent act of such Underwriter or the Underwriters' Personnel.

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(c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Underwriter and/or the Underwriters' Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Underwriters, the Underwriter and/or the Underwriters' Personnel shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by the Underwriters' Personnel in connection therewith at their per-diem rates) and reasonable out-of-pocket expenses incurred by the Underwriters' Personnel in connection therewith shall, subject to the right of indemnity, be paid by the Indemnitor as they occur.

(d) Promptly after receipt of notice of the commencement of any legal proceeding against any Underwriter or any of the Underwriters' Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriter will notify the Indemnitor in writing of the commencement thereof, and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. The omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to the Underwriter or Underwriters' Personnel except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had the Underwriter or Underwriters' Personnel not so delayed in giving or failed to give the notice required hereunder.

(e) The Indemnitor shall have 30 days after receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defense thereof, provided such defense is conducted by experienced and competent counsel. If such defense is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.

(f) Notwithstanding the foregoing paragraph, any Underwriter and any of the Underwriters' Personnel shall have the right, at the Indemnitor's expense, to employ counsel of such Underwriter's or the Underwriters' Personnel's choice, in respect of the defense of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized in writing by the Indemnitor; or (ii) the Indemnitor has not assumed the defense and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Underwriter and/or any of the Underwriters' Personnel has advised the Underwriter and/or any of the Underwriters' Personnel that representation of both parties by the same counsel would be inappropriate because there may be legal defenses available to the Underwriters which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defense on the Underwriter's or the Underwriters' Personnel's behalf) or that there is a conflict of interest between the Indemnitor, the Underwriter and/or the Underwriters' Personnel or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defense on the Underwriter's and/or the Underwriters' Personnel's behalf), provided that in no circumstance shall the Indemnitor be responsible for more than one set of counsel in each applicable jurisdiction for all of the Underwriter or the Underwriters' Personnel.

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(g) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Underwriters affected not to be unreasonably withheld or delayed. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld.

(h) The Indemnitor hereby constitutes Stifel Canada as trustee for the other indemnified parties of the Indemnitor's covenants under this indemnity with respect to such persons and Stifel Canada agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

(i) The indemnity and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to the Personnel and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Underwriters and any of the Personnel.

(j) The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

(k) This indemnity (i) shall not be assignable by any party hereto without the prior written consent of each other party hereto; and (ii) shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal law of Canada applicable therein and the parties hereto hereby irrevocably attorn to the jurisdiction of the court of the Province of Ontario. No waiver, amendment or other modification of this indemnity shall be effective unless in writing and signed by each of the parties hereto.

7.4 Expenses

Whether or not the Closing occurs, the Company shall pay all reasonable expenses and fees of, or incidental to, the distribution of the Offered Shares, including, without limitation, all expenses of or incidental to the issue, sale or distribution of the Offered Shares, the fees and expenses of the Company's counsel, all costs incurred in connection with the preparation of documents relating to the Offering, and all reasonable out-of-pocket expenses incurred by the Underwriters which shall include, among others, the Underwriters' counsel legal costs up to the maximum amount as set out in the Engagement Letter, plus applicable taxes. All fees and expenses shall be payable by the Company out of the gross proceeds of the Offering payable at the Closing, or will otherwise be paid by the Company upon receiving invoices for such expenses from the Underwriters.

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7.5 Acknowledgement

(a) The Company acknowledges that each Underwriter has advised the Company that it is a full service securities firms engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory services and that in the ordinary course of their respective trading and brokerage activities, the Underwriter and its respective affiliates at any time may hold long and short positions, and may trade or otherwise effect transactions, for their own account or the accounts of its clients, in debt or equity securities of the Company or any other person that may be involved in or related to the use of proceeds of the Offering or related derivative securities.

(b) Each Underwriter acknowledges its responsibility to comply with Securities Laws, including prohibitions on trading securities with knowledge of a material fact or material change that has not been generally disclosed. Further, the Underwriters each have strict internal procedures, which require the placing of relevant securities on a "grey list" or "restricted list" and for restrictions on trading by the Underwriter and its respective investment banking personnel for its own account in accordance with such procedures.

(c) The Company further acknowledges that each Underwriter is acting solely as underwriter in connection with the purchase and sale of the Offered Shares. The Company further acknowledges that each Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event does the Underwriter intend to act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Underwriter may undertake or have undertaken in furtherance of such purchase and sale of the Company's securities, either before or after the date hereof. Each Underwriter hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that each Underwriter is acting as principal and not the agent or fiduciary of the Company and has not assumed, and will not assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company on other matters).

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7.6 Public Announcement

Provided the Offering is successfully completed, the Underwriters shall be permitted to publish, at their own expense, after giving the Company a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating to the performance of services provided in respect of the Offering in such newspapers or other publications as the Underwriters consider appropriate, and shall further be permitted to post such advertisements or announcements on its websites, as may be permitted by applicable law.

7.7 Notices.

(a) Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

(i) If to the Company, to it at:

Mako Mining Corp.

838 West Hastings St., Suite 700

Vancouver, BC V6C 0A6

Attention: Akiba Leisman

Email: [Redacted - Personal Information]

with a copy to (which shall not constitute notice):

Cassels Brock & Blackwell LLP

40 Temperance St., Suite 3200,

Toronto, ON M5H 0B4

Attention: Andrea FitzGerald

Email: [Redacted - Personal Information]

If to the Underwriters, to them at:

Stifel Nicolaus Canada Inc.

161 Bay Street, Suite 3800

Toronto, ON M5J 2SI

Attention: Stephen Delaney

Email: [Redacted - Personal Information]

with a copy to (which shall not constitute notice):

Miller Thomson LLP

40 King Street West, Suite 6600

Toronto, ON M5H 3S1

Attention: Andrew Powers / Jeffrey Gebert

Email: [Redacted - Personal Information] / [Redacted - Personal Information]

or to such other address as any of the parties may designate by notice given to the others.

(b) Each notice shall be personally delivered to the addressee or sent by email transmission to the addressee, and: (a) a notice which is personally delivered on a Business Day shall be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (b) a notice sent by email which is sent before 5:00 p.m. (local time of the recipient) on a Business Day shall be deemed to be given and received on that day and, in any other case, shall be deemed to be given and received on the first Business Day following the day on which it is sent.

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7.8 Time of the Essence.

Time shall, in all respects, be of the essence hereof.

7.9 Canadian Dollars.

All references herein to dollar amounts are to lawful money of Canada.

7.10 Headings.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

7.11 Singular and Plural, etc.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

7.12 Entire Agreement.

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings between the parties, including, but not limited to, the Engagement Letter, with respect to the subject matter hereof whether verbal or written. This Agreement may be amended or modified in any respect by written instrument only.

7.13 Severability.

If one or more provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

7.14 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

7.15 Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, the Underwriters and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Investor Questionnaires, this Agreement shall not be assignable by any party without the written consent of the others.

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7.16 Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

7.17 Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

7.18 Counterparts and Facsimile.

This Agreement may be executed in any number of counterparts and delivered by facsimile or portable document format (pdf), each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Yours very truly,

  STIFEL NICOLAUS CANADA INC.
     
  By:  (signed) "Stephen Delaney"
    Name: Stephen Delaney
   

Title: Managing Director, Investment Banking

  CANTOR FITZGERALD CANADA CORPORATION
     
  By: (signed) "Elan Shevel"
    Name: Elan Shevel
    Title: Chief Compliance Officer

The foregoing is hereby accepted on the terms and conditions therein set forth as of the date first above written.

  MAKO MINING CORP.
     
  By: By: (signed) "Akiba Leisman"
    Name: Akiba Leisman
    Title: Chief Executive Officer and Director

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SCHEDULE A

UNITED STATES OFFERS AND SALES

This is Schedule "A" to the Underwriting Agreement dated October 28, 2025 among Mako Mining Corp., Stifel Nicolaus Canada Inc. and Cantor Fitzgerald Canada Corporation (the "Underwriting Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Underwriting Agreement and the following terms shall have the following meanings:

1. "Dealer Covered Person" means an Underwriter, its U.S. Affiliate, any of the Underwriters' and the U.S. Affiliate's respective directors, executive officers, general partners, managing members or other officers participating in the Offering, and any Person associated with the Underwriters and their U.S. Affiliate who will receive directly or indirectly, remuneration for solicitation of Purchasers of Offered Shares pursuant to Rule 506(b) of Regulation D;

2. "Directed Selling Efforts" means "directed selling efforts" as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule "A", it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of such securities;

3. "Disqualification Event" means any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

4. "Foreign Issuer" shall have the meaning ascribed thereto in Rule 902(e) of Regulation S;

5. "General Solicitation or General Advertising" means "general solicitation or general advertising", as used under Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, broadcast over radio or television, or telecommunications, including electronic display or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

6. "Issuer Covered Person" means the Company, its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company's outstanding voting securities, calculated on the basis of voting power and any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale;

7. "Rule 144A" means Rule 144A under the U.S. Securities Act;

8. "SEC" means the United States Securities and Exchange Commission; and

9. "Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S.

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Representations, Warranties and Covenants of the Underwriters

Each Underwriter acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and the Offered Shares may be offered and sold in the United States only: (a) in transactions exempt from the registration requirements of the U.S. Securities Act and applicable exemptions from state securities laws; and in accordance with the broker-dealer requirements of the U.S. Exchange Act and state securities laws. Accordingly, each Underwriter represents, warrants and covenants to the Company that:

1. It has not offered or sold, and will not offer or sell, any Offered Shares except (a) in an "offshore transaction", as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S; or (b) in the United States as provided below.

2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Company. It shall require each U.S. Affiliate or Selling Group members to agree, for the benefit of the Company, to comply with, and shall use its commercial best efforts to ensure that each U.S. Affiliate or Selling Group members complies with, the same provisions of this Schedule "A" as apply to such Underwriter as if such provisions applied to such each U.S. Affiliate or Selling Group members.

3. The Underwriter, its U.S. Affiliates, their respective affiliates and any Person acting on its or their behalf will carry out their respective duties under this Agreement in such a manner that (a) the exemptions from registration for the offer and sale of the Offered Shares in the United States provided by Rule 144A, Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions from the applicable securities laws of any state of the United States are available, and (b) the exemptions from registration for the offer and sale of the Offered Shares outside of the United States are available under Regulation S.

4. The Underwriter, its U.S. Affiliates, their respective affiliates and any Person acting on its or their behalf will not make any offers or sales of Offered Shares in the United States except through its U.S. Affiliate in compliance with all applicable United States federal and state broker-dealer requirements and in the manner contemplated in this Schedule "A".

5. The Underwriter, its U.S. Affiliates, their respective affiliates and any Person acting on its or their behalf will not make any offers or sales of Offered Shares in the United States (a) by any form of General Solicitation or General Advertising, or (b) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

6. The Underwriter, its U.S. Affiliates, their respective affiliates and any Person acting on its or their behalf will not make or engage in any Directed Selling Efforts in the United States regarding the Offered Shares.

7. Any offer, sale or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States was or will be made only such that (i) the Underwriter, acting through its U.S. Affiliate, will offer and resell the Offered Shares it has acquired pursuant to this Agreement only to Qualified Institutional Buyers in reliance upon Rule 144A and similar exemptions under applicable securities laws of any state of the United States, (ii) the Underwriter, through its U.S. Affiliate, will offer the Offered Shares for sale directly by the Company to U.S. Accredited Investors on a Substituted Purchaser basis in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act and/or in reliance upon Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States.

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8. Immediately prior to soliciting any offeree, the Underwriter, the U.S. Affiliate, their affiliates, and any Person acting on its or their behalf had or will have reasonable grounds to believe and did or will believe that each such offeree, and any Person on behalf of whom such offeree is acquiring the Offered Shares, is either: (i) a Qualified Institutional Buyer if the Underwriter, acting through its U.S. Affiliate, is reselling the Offered Shares in reliance upon Rule 144A; or (ii) a U.S. Accredited Investor, if the Company is issuing the Offered Shares directly in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act and/or in reliance upon Section 4(a)(2) of the U.S. Securities Act, and at the time of completion of each sale to any such offerees, the Underwriter, the U.S. Affiliate, their affiliates, and any Person acting on its or their behalf had or will have reasonable grounds to believe and did or will believe, that each purchaser purchasing Offered Shares and any Person on behalf of whom such purchaser is acquiring Offered Shares is either: (i) a Qualified Institutional Buyer; or (ii) a U.S. Accredited Investor.

9. The Underwriter acting through its U.S. Affiliate, may offer the Offered Shares in the United States only to offerees with respect to which the Underwriter has a pre-existing relationship such that the Underwriter and its U.S. Affiliate are in a position to determine that the offeree, or beneficial purchaser, if any, for whom the offeree is acting as trustee or agent, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Offered Shares and is otherwise qualified to participate in the offering of the Offered Shares to which this Agreement relates.

10. Prior to the completion of any sale of Offered Shares in the United States each such Purchaser will be required to execute an Investor Questionnaire including, as applicable, either: (i) a United States Qualified Institutional Buyer (QIB) Letter in the form of Exhibit "A" thereto, or (ii) a U.S. Accredited Investor Letter in the form of Exhibit "B" thereto.

11. At least two Business Days prior to the Closing Date, it will provide the Company with a list of all Purchasers that are Qualified Institutional Buyers and U.S. Accredited Investors.

12. It will inform, and cause its U.S. Affiliate to inform, all Purchasers of the Offered Shares that are in the United States that the Offered Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, that the Offered Shares are being sold to them in reliance on an exemption from registration under the U.S. Securities Act and available exemptions from applicable securities laws of any state of the United States and that the Offered Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act.

13. On the Closing Date, the Underwriter who has offered or sold any Offered Shares in the United States together with its U.S. Affiliates will provide a certificate, substantially in the form of Appendix I to this Schedule "A", relating to the manner of the offer and sale of the Offered Shares in the United States or it will be deemed to have represented and warranted for the benefit of the Company that neither it nor its U.S. Affiliate offered or sold any of the Offered Shares in the United States.

14. The Underwriter, its U.S. Affiliate, their respective affiliates or any Person acting on their behalf (other than the Company, its affiliates and any Person acting on their behalf, as to which no representation is made) has not taken nor will it take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act, in connection with the offer and sale of the Offered Shares.

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15. The Underwriter's U.S. Affiliate is a broker-dealer duly registered as such with the SEC under the U.S. Exchange Act, registered in any applicable states in which the U.S. Affiliate conducts any activities in connection with the offer or sale of Offered Shares pursuant to such states' broker- dealer laws and is a member in good standing with the Financial Industry Regulatory Authority, Inc., in each case, on the date hereof and at the date of any offer or sale of Offered Shares in the United States.

16. Each offeree has been or will be provided with a copy of the Investor Questionnaire and Offering Document, and no other written material has been or will be provided to the offerees, and no other representations concerning the Company or the offering of Offered Shares has been made to the offerees, by the Underwriter, its U.S. Affiliates, their affiliates and any Person acting on its or their behalf in connection with the offer and sale of the Offered Shares in the United States.

17. In addition to the foregoing, each Underwriter if it has offered or sold any Offered Shares in the United States, together with its U.S. Affiliate, represents and agrees that:

(a) with respect to the any Offered Shares to be sold in reliance on Rule 506(b) of Regulation D ("Regulation D Securities"), no Dealer Covered Person is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. Neither the Underwriter nor the U.S. Affiliate has paid or will pay, nor is the Underwriter aware of any other Person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of Offered Shares pursuant to Regulation D;

(b) the Underwriter, its U.S. Affiliate, their respective affiliates and any Person acting on its or their behalf are not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D. The Underwriter and its U.S. Affiliate will notify the Company, prior to the Closing Date of any agreement entered into between them and any such person in connection with such sale; and

(c) the Underwriter and its U.S. Affiliate will notify the Company, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company in accordance with Section 17(a) above, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees that:

1. The Company is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Offered Shares.

- 5 -

2. During the period in which the Offered Shares are offered for sale, none of the Company, its affiliates, or any Person acting on its or their behalf (other than the Underwriters, their affiliates and any Person acting on their behalf, as to which no representations or warranties are made) has made or will make any Directed Selling Efforts in the United States regarding the Offered Shares.

3. None of the Company, any of its affiliates, or any Person acting on its or their behalf (other than the Underwriters, their affiliates and any Person acting on their behalf, as to which no representations or warranties are made) have engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Shares in the United States or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

4. None of the Company or any of its affiliates or any Person acting on its or their behalf (other than the Underwriters, their affiliates and any Person acting on their behalf, as to which no representations or warranties are made) has offered or sold, or will offer or sell, (i) any of the Offered Shares in the United States or to or for the account or benefit of a person in the United States, except for offers and sales made through the Underwriters and their U.S. Affiliates, in reliance on the exemption from registration under the U.S. Securities Act provided by Rule 144A, Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States; or (ii) any of the Offered Shares outside the United States, except in an "offshore transaction" as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S.

5. The Company and its affiliates or any Person acting on its or their behalf (other than the Underwriters, their affiliates and any Person acting on their behalf, as to which no representations or warranties are made) have not, for a period of 30 days prior to the commencement of the Offering hereof sold, offered for sale or solicited any offer to buy any of its securities, and will not do so for a period of 30 days following the completion of the Offering, in the United States in a manner that would be "integrated" with the Offering and that would cause the exemption afforded by Rule 144A or Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States to become unavailable with respect to the offer and sale of the Offered Shares.

6. During the period in which the Offered Shares are offered for sale, none of the Company, its affiliates, or any Person acting on its or their behalf (other than the Underwriters, their affiliates and any Person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action that would constitute a violation of Regulation M under the U.S. Exchange Act.

7. None of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

8. The offering of Offered Shares in the United States or for the account or benefit of a person in the United States by the Underwriters or their U.S. Affiliates is not prohibited pursuant to a court order issued pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.

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9. For so long as any Offered Shares which have been sold in the United States in reliance upon the exemptions provided by Regulation D are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Company is neither (i) subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor (ii) exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Company will furnish to any Qualified Institutional Buyer holder of the Offered Shares which have been sold in reliance upon Rule 144A and any prospective purchaser thereto designated by such holder in the United States, upon request of such holder or prospective purchaser, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of the Offered Shares to effect resales under Rule 144A).

10. The Offered Shares are not, and as of the Closing will not be, and no securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an "automated inter-dealer quotation system", as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an "effective conversion premium" (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted.

11. The Company will complete and file with the SEC a notice on Form D within 15 days after the first sale of Offered Shares pursuant to Rule 506(b) of Regulation D, if any.

12. With respect to the Regulation D Securities, no Issuer Covered Person is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D. The Company has not paid and will not pay, nor is it aware of any Person that has paid or will pay, directly or indirectly, any remuneration to any Person other than the Underwriters for solicitation of Purchasers of Offered Shares being sold in the United States pursuant to Rule 506(b) of Regulation D.

13. The Company is not, and after giving effect to the offering of the Offered Shares and the application of the proceeds as contemplated herein and the Investor Questionnaire will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act of 1940, as amended.

APPENDIX I TO SCHEDULE A

UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of Offered Shares of Mako Mining Corp. (the "Company") pursuant to the Underwriting Agreement dated October 28, 2025 among the Company, Stifel Nicolaus Canada Inc. and Cantor Fitzgerald Canada Corporation. (the "Underwriting Agreement"), the undersigned does hereby certify as follows:

(a) the undersigned U.S. Affiliate of the undersigned Underwriter, who offered Offered Shares in the United States is a duly registered broker or dealer with the SEC and under the securities laws of each state in which such offers and subsequent sales by the Company were made (unless exempted from the respective state's broker- dealer registration requirements) and is a member of and is in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and on the dates of such offers and sales;

(b) all offers and sales of Offered Shares in the United States have been effected in accordance with all applicable United States federal and state broker-dealer requirements;

(c) immediately prior to contacting any offeree in the United States, we had reasonable grounds to believe and did believe that each offeree was either a Qualified Institutional Buyer or U.S. Accredited Investor with whom we had a pre- existing relationship and, on the date hereof, we continue to believe that each such Person purchasing Offered Shares from us is either a Qualified Institutional Buyer or U.S. Accredited Investor;

(d) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States;

(e) none of us has taken any action that would constitute a violation of Regulation M under the U.S. Exchange Act;

(f) each offeree was provided, prior to the time of such offeree's purchase of any Offered Shares, with a copy of the Investor Questionnaire, and none of us has provided or will provide to any offeree any written material other than the Investor Questionnaire and no other representations concerning the Company or the offering of Offered Shares has been made by us;

(g) prior to any sale of Offered Shares in the United States, we obtained properly completed and executed Investor Questionnaire for Offered Shares from each purchaser in the United States including either: (i) a United States Qualified Institutional Buyer (QIB) Letter in the form of Exhibit "A" thereto if the Purchaser identified itself as a Qualified Institutional Buyer; or (ii) a U.S. Accredited Investor Letter in the form of Exhibit "B" thereto if the Purchaser identified itself as a U.S. Accredited Investor;

(h) no form of Directed Selling Efforts were made by us in the United States regarding the Offered Shares; and

(i) the offering of the Offered Shares in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule "A" thereto.

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All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Underwriting Agreement, including Schedule "A" attached thereto.

Dated this ___ day of ________________, 2025.

  [NAME OF UNDERWRITER]
     
  Per:  
    Authorized Signatory

  [NAME OF U.S. AFFILIATE]
     
  Per:  
    Authorized Signatory

 



 Signing Date:     November 17, 2025

 

Report Issued By

APEX Geoscience
Head Office
100-11450 160 ST NW
Edmonton AB  T5M 3Y7
Canada
+1 780-467-3532
Vancouver Office
410-800 W Pender ST
Vancouver BC  V6C 2V6
Canada
+1 604-290-3753
info@apexgeoscience.com

EGBC Permit to Practice #1003016
APEGA Permit to Practice #48439


Perth Office
9/18 Parry ST
Fremantle WA 6160
Australia
+08 9221 6200



In Collaboration With

DRA Americas Inc.
20 Queen ST W
Toronto, ON, M5H 3R3
Canada
Advantage Geoservices Ltd.
12771 261 ST
Maple Ridge, BC, V2W 1C3
Canada

Contributing Authors and Qualified Persons

Coordinating Author and QP  
Michael B. Dufresne, M.Sc., P.Geol., P.Geo. APEX Geoscience Signature and Seal on File


Contributing Authors and QPs
Andrew Turner, B.Sc., P.Geol., P.Geo.
David Frost, FAusIMM
James N. Gray, P. Geo.		 APEX Geoscience
DRA Americas Inc.
Advantage Geoservices Ltd.		 Signature and Seal on File
Signature and Seal on File
Signature and Seal on File

Mt. Hamilton Property Technical Report ii November 10, 2025

Effective and Signing Date

Effective Date Signing Date
November 10, 2025 November 17, 2025

Mt. Hamilton Property Technical Report iii November 10, 2025

Contents

1 Summary 1
   
1.1 Issuer and Purpose 1
1.2 Authors and Site Inspection 1
1.3 Property Location, Description, and Access 2
1.4 Geology and Mineralization 2
1.4.1 Seligman Deposit 3
1.4.2 Centennial Deposit 4
1.4.3 Seligman Stock (Igneous) Deposit 4
1.5 Historical Exploration 4
1.6 Drilling, Sampling and Analysis 4
1.7 Data Verification 5
1.8 Metallurgy 5
1.9 Mineral Resource Estimate 5
1.10 Conclusions and Recommendations 7
1.10.1 Conclusions 7
1.10.2 Risks and Uncertainties 8
1.10.3 Opportunities 8
1.10.4 Recommendations 9
   
2 Introduction 11
   
2.1 Issuer and Purpose 11
2.2 Authors and Site Inspection 11
2.3 Sources of Information 16
2.4 Units of Measure 16
   
3 Reliance on Other Experts 17
   
4 Property Description and Location 18
   
4.1 Mineral Rights and Tenure 18
4.1.1 Owned Fee Parcels and Royalty Considerations 29
4.1.2 Patented Claims 29
4.1.3 Unpatented Owned Claims 29
4.1.3.1 SC Claims 29
4.1.3.2 MH Claims 29
4.1.3.3 HF Claims 30
4.1.3.4 Monte Claims 30
4.1.3.5 MHP Claims 30
4.1.3.6 AR Claims 30
4.1.4 Unpatented Leased Claims 30
4.1.4.1 Centennial Lease 30
4.1.4.2 Centennial Shell Lease 31
4.1.4.3 Carrington Lease 31
4.2 Sufficiency of Surface Rights 32
4.3 Agreements, Royalties, and Encumbrances 32
4.3.1 Agreements 32
4.3.2 Royalties 33
4.3.2.1 GAMI (Monte) Royalty 33
4.3.2.2 Sandstorm Royalty 33
4.3.2.3 Henkle-Buchanan Royalty 34
4.4 Permits 34
4.5 Environmental Liabilities 35
   
5 Accessibility, Climate, Local Resources, Infrastructure, and Physiography 36
   
5.1 Accessibility 36
5.2 Climate 36
5.3 Local Resources and Infrastructure 36
5.4 Physiography 37

Mt. Hamilton Property Technical Report iv November 10, 2025

6 History 38
   
6.1 Ownership 38
6.2 Exploration History 38
6.3 Production History 49
6.4 Historical Estimates 49
   
7 Geological Setting and Mineralization 55
   
7.1 Regional Geology 55
7.2 Property Geology 55
7.2.1 Stratigraphy 64
7.2.1.1 Cambrian 64
7.2.1.2 Cretaceous Stocks 65
7.2.1.3 Tertiary/Quaternary 66
7.2.2 Structure 66
7.2.2.1 Seligman Deposit 67
7.2.2.2 Centennial Deposit 68
7.2.3 Alteration 70
7.3 Mineralization 77
7.4 Redox 78
   
8 Deposit Types 80
   
8.1 Mineralization Characteristics 80
8.1.1 Characteristics of Precious Metal Skarns 80
8.1.2 Characteristics of Carlin-type Deposits 82
8.1.3 Characteristics of Epithermal Style Mineralization 83
8.1.3.1 High Sulfidation Epithermal Mineralization 83
8.1.3.2 Intermediate Sulfidation Epithermal Mineralization 83
8.1.3.3 Low Sulfidation Epithermal Mineralization 84
8.2 Applicability 86

Mt. Hamilton Property Technical Report v November 10, 2025

8.2.1 Applicability of Gold-skarn Model at Mt. Hamilton 86
8.2.2 Applicability of Carlin-type Model at Mt. Hamilton 86
   
9 Exploration 88
   
9.1 Grids and Surveys 88
9.2 Geological Mapping 88
9.3 Geochemical Sampling 89
9.4 Exploration Potential 89
   
10 Drilling 96
   
10.1 Historical Drilling Summary 96
10.2 Drilling Methods 99
10.2.1 Reverse Circulation (RC) Drilling 99
10.2.1.1 Phillips (1973-1984) 99
10.2.1.2 Westmont (1984-1994) 100
10.2.1.3 Rea Gold (1994-1997) 100
10.2.1.4 Solitario (2010-2012) 101
10.2.2 Core Drilling 101
10.2.2.1 Union Carbide (1956-1989) 101
10.2.2.2 Phillips (1973-1984) 101
10.2.2.3 Westmont (1984-1994) 102
10.2.2.4 Rea Gold (1994-1997) 102
10.2.2.5 Augusta (2006-2007) 102
10.2.2.6 Ely Gold (2008) 102
10.2.2.7 Solitario (2010-2013) 102
10.2.3 Other Drilling Methods 103
10.2.3.1 Unknown Company (1956) 103
10.2.3.2 Union Carbide (1956-1989) 103
10.2.3.3 Rea Gold (1995) 103
10.3 Geological Logging 103
10.3.1 Union Carbide (1956-1989) 103
10.3.2 Phillips (1973-1984) 103
10.3.3 Westmont (1984-1994) 104
10.3.4 Rea Gold (1994-1997) 104
10.3.5 Augusta (2006-2007) 104
10.3.6 Ely Gold (2008) 104
10.3.7 Solitario (2010-2013) 104
10.4 Recovery 105
10.5 Analytical Laboratories 105
10.6 Collar Surveys 105
10.7 Downhole Surveys 106
10.8 Geotechnical and Hydrological Drilling 106
10.9 Metallurgical Drilling 107
10.10 Sample Length/True Thickness 108

Mt. Hamilton Property Technical Report vi November 10, 2025

10.11 Centennial RC Chip pXRF Data 109
   
11 Sample Preparation, Analyses and Security 111
   
11.1 Sampling Methods 111
11.1.1 RC Sampling 111
11.1.1.1 Westmont 111
11.1.1.2 Rea Gold 111
11.1.1.3 Solitario 112
11.1.2 Core Sampling 112
11.1.2.1 Phillips 112
11.1.2.2 Westmont 112
11.1.2.3 Rea Gold 112
11.1.2.4 Ely Gold 113
11.1.2.5 Solitario 113
11.2 Density Determinations 113
11.2.1 Westmont 113
11.2.2 Rea Gold 113
11.2.3 Solitario 114
11.2.4 Mt. Hamilton LLC 114
11.3 Sample Security 114
11.3.1 Rea Gold 114
11.3.2 Solitario 115
11.4 Analytical Laboratories 115
11.5 Sample Preparation and Analysis 115
11.5.1 Union Carbide 115
11.5.2 Phillips 116
11.5.3 Westmont 116
11.5.4 Rea Gold 116
11.5.5 Augusta 117
11.5.6 Ely Gold 117
11.5.7 Solitario 117
11.6 Quality Assurance and Quality Control 117
11.6.1 Westmont 118
11.6.1.1 Blanks 118
11.6.1.2 Standards 120
11.6.1.3 Duplicates 126
11.6.2 Rea Gold 127
11.6.2.1 Blanks 127
11.6.2.2 Standards 128
11.6.2.3 Duplicates 131
11.6.2.4 Check Assays 132
11.6.3 Augusta 133
11.6.3.1 Blanks 133

Mt. Hamilton Property Technical Report vii November 10, 2025

11.6.3.2 Standards 134
11.6.4 Ely Gold 134
11.6.4.1 Blanks 134
11.6.4.2 Standards 134
11.6.5 Solitario 134
11.6.5.1 Blanks 135
11.6.5.2 Standards 136
11.6.5.3 Duplicates 141
11.6.6 Mt. Hamilton LLC 143
11.6.6.1 Blanks 143
11.6.6.2 Standards 143
11.6.6.3 Duplicates 144
11.6.7 Analysis of Au FA and cyanide data 145
11.6.8 Analysis of Ag data 146
11.7 Adequacy of Sample Collection, Preparation, Security and Analytical Procedures 150
   
12 Data Verification 151
   
12.1 Mt. Hamilton Databases 151
12.2 APEX Drillhole Verification 152
12.2.1 Collar Locations 152
12.2.2 Downhole Surveys 152
12.2.3 Assay Database 153
12.2.3.1 Silver Re-assay 2019 Program 153
12.2.4 Drill Log Lithologic Units 153
12.2.4.1 Detailed Centennial Drill Sections 153
12.2.5 Specific Gravity Measurements 154
12.2.6 Comments on Drillhole Data Verification 154
12.3 QP Site Inspection 154
12.4 Validation Limitations 157
12.5 Adequacy of the Data 157
   
13 Mineral Processing and Metallurgical Testing 158
   
13.1 Metallurgical Testwork 158
13.1.1 1988 - MLI Job No. 1263 159
13.1.2 1997 - KCA 159
13.1.3 2010 - MLI Job No. 3354 160
13.1.4 2011 - MLI Job No. 3604 160
13.1.5 2011 - MLI Job No. 3528 160
13.1.6 2013 - MLI Job No. 3777 161
13.1.7 Sample Representivity 164
13.2 Recovery Estimates 165
13.3 Metallurgical Variability 167
13.4 Deleterious Elements 167

Mt. Hamilton Property Technical Report viii November 10, 2025

14 Mineral Resource Estimates 168
   
14.1 Introduction 168
14.2 Drill Data and Model Setup 168
14.3 Geological Model 170
14.3.1 Indicator Interpolation 171
14.3.2 Oxide Indicator Interpolation 171
14.3.3 Grade Domain Indicator Interpolation 173
14.4 Density Assignment 176
14.5 Grade Capping 176
14.6 Assay Compositing 178
14.7 Grade Variography 179
14.8 Grade Interpolation 180
14.9 Model Validation 181
14.10 Depletion 186
14.11 Mineral Resource Classification 186
14.12 Reasonable Prospects of Eventual Economic Extraction 188
14.13 Mineral Resource Reporting 188
14.14 Risk, Uncertainty, and Opportunities related to the Mineral Resource Estimate 191
   
23 Adjacent Properties 193
   
24 Other Relevant Data and Information 194
   
25 Interpretation and Conclusions 195
   
25.1 Mineral Tenure, Mineral Rights and Royalties 195
25.2 Geology and Mineralization 195
25.2.1 Seligman Deposit 196
25.2.2 Centennial Deposit 196
25.2.3 Seligman Stock (Igneous) Deposit 196
25.3 Historical Exploration 197
25.4 Drilling, Sampling and Assaying 197
25.5 Data Verification/Database 197
25.6 Metallurgical Testwork 198
25.7 Mineral Resource Estimate 198
25.8 Conclusions 200
25.9 Risks and Uncertainties 200
25.10 Opportunities 201
   
26 Recommendations 202
   
27 References 204
   
28 Certificate of Authors 208
   
28.1 Michael B. Dufresne Certificate of Author 208
28.2 Andrew J. Turner Certificate of Author 209
28.3 David Frost Certificate of Author 211

Mt. Hamilton Property Technical Report ix November 10, 2025

28.4 James N. Gray Certificate of Author 212

Mt. Hamilton Property Technical Report x November 10, 2025

Tables

Table 1.1 Mineral Resource Estimate for the Mt. Hamilton Property with an effective data of September 23, 2025. 6
Table 1.2 Proposed Budget for Proposed Exploration at the Mt. Hamilton Property. 10
Table 4.1 Private land parcels. 22
Table 4.2 Federal mining claim list for the Property. 22
Table 4.3 Mt. Hamilton Property active permits. 34
Table 4.4 Water rights. 35
Table 6.1 Mt. Hamilton Property history. 38
Table 6.2 Mt. Hamilton production history. 49
Table 6.3 Historical resource and reserve estimates. 51
Table 7.1 Timing of structural events within the Property area. 66
Table 8.1 Key characteristics of skarn deposits. 81
Table 10.1 Mt. Hamilton Property drilling summary by company. 96
Table 10.2 Summary of drillholes at the Mt. Hamilton resource area. 99
Table 10.3 Rea Gold twin hole comparison. 100
Table 10.4 Analytical laboratories. 105
Table 10.5 2010 and 2012 Geotechnical holes. 107
Table 10.6 1997 KCA metallurgical holes. 107
Table 10.7 2009 to 2012 McClelland metallurgical holes. 108
Table 10.8 Select Solitario 2012 drill intercepts, Seligman deposit. 108
Table 10.9 Select Solitario 2012 drill intercepts, Centennial deposit. 109
Table 11.1 Analytical laboratories. 115
Table 11.2 Westmont blank performance. 118
Table 11.3 Summary of standards from Westmont drilling. 120
Table 11.4 Summary of Westmont standards for Au. 121
Table 11.5 Summary of Westmont standards for Ag. 124
Table 11.6 Westmont field duplicate summary statistics. 126
Table 11.7 Coarse blanks used in Rea Gold 1997 drill program. 127
Table 11.8 Summary of Rea Gold Au standards used at mine lab in 1997 (values calculated using assays from mine lab). 129
Table 11.9 Rea Gold 1997 mine lab Au standards. 129
Table 11.10 Field duplicate summary statistics by method at mine lab. 131
Table 11.11 Summary of QA/QC samples submitted to AAL. 134
Table 11.12 Summary of Solitario blanks and MEG standards. 136
Table 11.13 Solitario MEG Au SRM summary statistics. 137
Table 11.14 Summary AAL Internal Rocklabs Au CRMs. 138

Mt. Hamilton Property Technical Report xi November 10, 2025

Table 11.15 Summary statistics of internal AAL Au CRMs. 139
Table 11.16 Silver SRM summary statistics. 140
Table 11.17 Statistical summary of duplicates. 141
Table 12.1 Downhole surveys classified by year and company/contractor 152
Table 12.2 QP site visit sample results. 157
Table 13.1 Testwork campaign summary. 158
Table 13.2 MLI 3777 composite data. 163
Table 13.3 Column leach test coverage by mineralized material type. 164
Table 13.4 Deposit sulfide to oxide recovery ratio analysis. 166
Table 13.5 Field recovery estimates for the Mt. Hamilton Property. 166
Table 14.1 Mineral Resource drillhole summary. 168
Table 14.2 Block model setup. 169
Table 14.3 Grade domain variogram models. 174
Table 14.4 Available density measurements. 176
Table 14.5 Assay cap levels by domain. 176
Table 14.6 Composite statistics - gold. 177
Table 14.7 Composite statistics - silver. 177
Table 14.8 Variogram models - gold. 179
Table 14.9 Variogram models - silver. 180
Table 14.10 OK search parameters. 181
Table 14.11 Resource classification criteria. 185
Table 14.12 Pit optimization parameters. 188
Table 14.13 Mt. Hamilton Mineral Resource Estimate (September 23, 2025). 189
Table 14.14 Mt. Hamilton Mineral Resource Estimate at a Range of Au Cut-Off Grades (September 23, 2025). 189
Table 25.1 Mineral Resource Estimate for the Mt. Hamilton Property with an effective data of September 23, 2025. 199
Table 26.1 Proposed Budget for Proposed Exploration at the Mt. Hamilton Property. 203

Figures

Figure 2.1 Mt. Hamilton Property location. 13
Figure 4.1 Mt. Hamilton Property mineral tenure. 20
Figure 6.1 Location of 2004 geophysical IP/resistivity survey. 41
Figure 6.2 Soil sample survey with Au grades. 44
Figure 6.3 Rock samples with Au grades. 47
Figure 7.1 Regional geology map of the Property area. 57
Figure 7.2 Mt. Hamilton Property geologic map with deposit outlines. 59

Mt. Hamilton Property Technical Report xii November 10, 2025

Figure 7.3 Mt. Hamilton stratigraphy relative to the Seligman and Centennial deposits. 61
Figure 7.4 Resource area geology with structural blocks separating the Seligman deposit to the north and the Centennial deposit to the south. 69
Figure 7.5 Cross section of the Seligman deposit with drillholes, mineralization, redox, and Au grade. 73
Figure 7.6 Cross section of the Centennial deposit with drillholes, mineralization, redox, and Au grade. 75
Figure 8.1 Generalized cross-section of a skarn deposit and alteration halo 82
Figure 8.2 Conceptual model of the porphyry and epithermal systems. 85
Figure 9.1 Location and results of 2019 Au rock chip sampling. 90
Figure 9.2 Geologic map showing potential Au-Ag exploration target areas. 93
Figure 10.1 Drillholes located within the Mt. Hamilton Property boundary. 97
Figure 10.2 Hole 95172 Au assay data and pXRF potassic (K) and arsenic (As) chemistry. 110
Figure 11.1 Chemex performance chart for Au in blank material. 119
Figure 11.2 Cone performance chart for Au in blank material. 119
Figure 11.3 Performance chart for Au standard CCB (Chemex). 122
Figure 11.4 Performance chart for Au standard CCB-200 (Cone). 122
Figure 11.5 Performance chart for Au standard MH-5A (Chemex). 123
Figure 11.6 Performance chart for Au standard MH-5B (Chemex). 123
Figure 11.7 Performance chart for Ag standard MH-5A (Chemex). 125
Figure 11.8 Performance chart for Ag standard MH-5B (Chemex). 125
Figure 11.9 Field duplicate scatter plot Au performance (Chemex). 126
Figure 11.10 Field duplicate scatter plot Au performance (Cone). 127
Figure 11.11 Mine site performance chart for Au in coarse blank. 128
Figure 11.12 Performance chart for Au standard HAM-B. 130
Figure 11.13 Performance chart for Au standard HAM-D. 130
Figure 11.14 Field duplicate scatter plot cyanide Au performance. 131
Figure 11.15 Field duplicate scatter plot FA Au performance. 132
Figure 11.16 Scatter plot of mine lab vs Chemex check Au assays. 133
Figure 11.17 AAL Performance chart for Au in coarse blank. 135
Figure 11.18 AAL Internal performance chart for Au in coarse blank. 136
Figure 11.19 Performance chart for Au standard MEGAu09.01. 137
Figure 11.20 Performance chart for Au standard MEGAu09.04. 138
Figure 11.21 Performance chart for AAL Rocklabs Au standard Ox89. 139
Figure 11.22 Performance chart for AAL Rocklabs Au standard SK52. 140
Figure 11.23 Performance chart for Ag standard MEGAu09.03. 141
Figure 11.24 Field duplicate scatter plot Au performance chart. 142
Figure 11.25 Lab pulp duplicate scatter plot Au performance chart. 142
Figure 11.26 Standard reference material analyses for the 2019 Ag analyses. 144
Figure 11.27 2019 duplicate Ag analyses. 145

Mt. Hamilton Property Technical Report xiii November 10, 2025

Figure 11.28 Comparison of Au-CN with Au-FA methods. 146
Figure 11.29 Gold analytical technique vs oxidation state. 146
Figure 11.30 Drillhole location and pulp selection. 147
Figure 11.31 Comparison Ag AR to Ag 4 acid analytical technique. 148
Figure 11.32 Comparison Ag CN to Ag 4 acid technique. 149
Figure 11.33 Comparison Ag FA to Ag 4 acid technique. 150
Figure 12.1 Traverse and samples collected during the author's 2025 site visit. 151
Figure 13.1 Au CN/FA% vs column leach Au recovery %. 166
Figure 14.1 Block model limits and drill plan. 170
Figure 14.2 Section 507,400E - oxide block model by indicator estimation. 172
Figure 14.3 Log Probability Plot - all gold assays. 173
Figure 14.4 Section 507,400E - Indicator Modelled mineralized zones. 175
Figure 14.5 Centennial assay probability plots (background - left, mineralized - right). 176
Figure 14.6 Section 507,400E - gold block model and composites data. 182
Figure 14.7 Swath plots through the gold resource model. 183
Figure 14.8 Section 507,400E - classified mineral resource blocks. 187

Mt. Hamilton Property Technical Report xiv November 10, 2025

1 Summary

1.1 Issuer and Purpose

This Technical Report (the "Report") on the Mt. Hamilton Property (the "Property"), was prepared by APEX Geoscience Ltd. ("APEX"), DRA Americas Inc. ("DRA"), and Advantage Geoservices Ltd. ("Advantage Geoservices") at the request of the Issuer, Mt. Hamilton LLC ("MH-LLC" or the "Company"), on behalf of Mako Mining Corp. ("Mako Mining") and Sailfish Royalty Corp. ("Sailfish").

The Mt. Hamilton Property is a formerly producing gold mine that is currently a gold-silver exploration project situated in White Pines County, Nevada, USA. The Property lies along the southern portion of the Battle Mountain - Eureka Trend, one of the most prospective gold mining districts globally due to its vast Carlin-type gold deposits, where mineralization is structurally controlled by deep faults intersecting favorable carbonate host rocks, offering significant potential for new, concealed discoveries.

This Report summarizes a National Instrument 43-101 (NI 43-101) Standards of Disclosure for Mineral Projects Updated Mineral Resource Estimate (MRE) and metallurgy of the Mineral Resources identified within the Property, and provides a technical summary of the relevant location, tenure, historical, and geological information, and recommendations for future exploration programs. This Report summarizes the technical information available up to the Effective Date of November 10, 2025.

This Report was prepared by Qualified Persons (QPs) in accordance with disclosure and reporting requirements set forth in the NI 43-101 Standards of Disclosure for Mineral Projects (effective May 9, 2016), Companion Policy 43-101CP Standards of Disclosure for Mineral Projects (effective February 25, 2016), Form 43-101F1 (effective June 30, 2011) of the British Columbia Securities Administrators, the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Mineral Exploration Best Practice Guidelines (November 23, 2018), the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (November 29, 2019) and the CIM Definition Standards (May 10, 2014).

1.2 Authors and Site Inspection

This Report is authored by Mr. Michael B. Dufresne, M.Sc., P.Geol., P.Geo. and Mr. Andrew J. Turner, B.Sc., P.Geol., P.Geo. both Principals and Senior Consulting Geologists with APEX; Mr. David Frost, FAusIMM, Vice President Process Engineering, DRA; and Mr. James N. Gray, P. Geo., Advantage Geoservices (collectively referred to as the "Authors"). The Authors are fully independent of Property, the Company, Mako, and Sailfish, and are QPs as defined by NI 43-101. Mr. Dufresne has prepared and is taking responsibility for Sections 1.6, 1.7, 1.10, 9 to 12, 23, 24, 25.4, 25.5, 25.8 to 25.10, 26, and 27 of this Report. Mr. Turner has prepared and is taking responsibility for Sections 1.1 to 1.5, 2 to 8, 25.1 to 25.3 of this Report. Mr. Frost has prepared and is taking responsibility for Sections 1.8, 13, and 25.6 of this Report. Mr. Gray has prepared and is taking responsibility for Sections 1.9, 14, and 25.7 of this Report.

Mr. Dufresne completed a recent site inspection of the Mt. Hamilton Property on September 29, 2025. The inspection was conducted to assess the current site conditions and access, as well as Mt. Hamilton geology, alteration, and mineralization, and to collect independent verification samples. Rock types and mineralization observed at the Property are consistent with the reported geology and historical exploration results. The QP verification samples returned a maximum value of 0.922 parts per million (ppm) gold (Au) and 24.8 ppm silver (Ag). A previous Mt. Hamilton site inspection was conducted by Mr. Dufresne and Mr. Turner on November 2, 2017. In addition, Mr. Turner conducted work at the Ely storage facility over three visits between February 23 and March 3, 2018; April 5 and 20, 2018; and February 5 and 11, 2019. Mr. Gray visited the Mt. Hamilton Property between July 23 and July 25, 2019.

Mt. Hamilton Property Technical Report 1 November 10, 2025

Mr. Frost has not visited the Mt. Hamilton Property as Mr. Dufresne, Mr. Turner, and Mr. Gray's site inspections were considered to be sufficient by the Authors.

1.3 Property Location, Description, and Access

The Property is comprised of two parcels of fee simple land totaling 240 acres (ac), nine surveyed patented mining claims, totaling 121.376 ac, and 302 unpatented federal mining claims totaling approximately 4,530 ac. The mining claims are located in Sections 5, 6, 7, 8, 9, 10, 15, 16, 17, 18, 20, 21, 22, 27, 28, 29, 33 and 34, Township 16 North, Range 57 East, Mount Diablo Meridian, White Pine County, Nevada. The fee parcels are located within Sections 19 and 20 of that same township. The holding costs for the Mt. Hamilton Property in 2025 totaled $687,126.48 including taxes, BLM fees and various Lease payments.

The Mt. Hamilton Property is owned by MH-LLC, a limited liability corporation registered in the state of Nevada. The MH-LLC land position consists of both private property (fee lands and patented mineral claims) and unpatented mining claims on federal (public) land. MH-LLC controls the Property through direct ownership and through various lease agreements.  The Property is subject to a number of royalty obligations.

On September 30, 2025, it was announced that Mako Mining and Sailfish entered into a binding term sheet to acquire the Mt. Hamilton Property through acquisition of MH-LLC. Sailfish will acquire MH-LLC from a third party pursuant to a purchase agreement dated September 27, 2025, and subsequently transferring MH-LLC to Mako Mining in exchange for a five-year gold stream and a 2 per cent (%) Net Smelter Returns (NSR) Royalty.

The Mt. Hamilton Property is located approximately equidistant from the communities of Eureka (to the west) and Ely (to the east). Access to the site from these communities is about an hour by car along paved and gravel roads. The primary access to the site is south from U.S. Highway 50 traveling approximately 10 miles (mi) south along White Pine County Road 5, then east along the Seligman haul road approximately 5 mi to the Property site. On the Property, the main haul road, and some additional roads from the former mine, remain open. All roads off U.S. Highway 50 are gravel.

1.4 Geology and Mineralization

The Mt. Hamilton Property is located within the White Pine Mining District of the White Pine Mountain Range. The range is underlain by a thick sequence of Paleozoic strata consisting predominantly of shallow marine carbonate and clastic rocks ranging in age from Cambrian through Permian. Paleozoic strata are overlain locally by Tertiary volcanic rocks, volcaniclastic strata, and younger sedimentary rocks. The only exposures of plutonic rocks in the White Pine Range are two granitic stocks of Cretaceous age, the Seligman and Monte Cristo stocks, which are both present on the Property.

Mt. Hamilton Property Technical Report 2 November 10, 2025

The area has undergone several complex deformational events forming the north-striking Hoppe Spring anticline, along which the main portion of the deposit is located, and the Silver Bell anticline to the southwest.

Within the Property area, shales and calcareous shales are altered to fine-grained, pale green, diopside-quartz-potassium feldspar hornfels assemblages proximal to the Seligman stock. This assemblage grades outward to zones dominated by calcite-tremolite-diopside-potassic feldspar ± silica, followed by an outermost fine-grained biotite-quartz hornfels. Skarn assemblages overprint and crosscut the hornfels. The transition is marked by increasing iron content in the pyroxene and the formation of andraditic garnet.

Epithermal alteration within the Property area varies in intensity and occurrence, and includes argillization, propylitization, and the presence of quartz veins. Localized zones of argillic alteration occur along the margins of the stock, along faults throughout the stock, and in association with late dikes. Within the igneous units, argillic alteration is characterized by feldspar minerals altered to kaolinite and montmorillonite. Propylitic alteration is additionally associated with the intrusive units but is typically more pervasive than the argillic alteration. Propylitic alteration is characterized by mafic minerals of the stock and dikes altered to chlorite, epidote, and calcite. Quartz and calcite veins less than (<) 1 to 2  feet (ft) thick and containing minor gold and silver grades, are associated with the epithermal alteration and occur at the Seligman, Centennial, and Seligman Stock (Igneous) deposits.

Mineralization at Mt. Hamilton is characterized by an early polymetallic molybdenum-copper-tungsten (± gold-silver) skarn-related phase and a late gold-silver epithermal overprint. Gold and silver mineralization at Mt. Hamilton predominantly intersected from surface to a depth of 730 ft, occurs within a broad north-trending zone of anomalous gold and is hosted in three contiguous deposits known as Seligman, Seligman Stock (Igneous), and Centennial. High- and low-angle faults along with skarn assemblages developed along lithologic contacts are interpreted as the main controls to mineralization. Gold and silver are predominantly hosted within garnet-pyroxene and pyroxene-tremolite-quartz-potassic assemblages, and quartz veins. Gold predominantly occurs as free gold, in association with sulfide minerals (pyrite and arsenopyrite), in association with oxide minerals (hematite and goethite), disseminated with clay, and encapsulated within quartz. Myers et al. (1991) observed that sulfide-sulfosalt-bearing quartz veins cut both the skarn and stock and are closely associated with retrograde skarn zones. The veins vary in thickness from <1 to 30 ft and are continuous over an area measuring 2,000 by 4,500 ft. These quartz veins may be gold-silver-bearing and contain sphalerite, galena, pyrite, covellite, bornite, stibnite, chalcopyrite, iron oxides, and minor tetrahedrite, bournonite and jamesonite.

1.4.1 Seligman Deposit

Precious metal mineralization at Seligman is laterally continuous and spans an area approximately 3,400 ft long, 2,000 ft wide and extends to a depth of 530 ft, though it is more commonly <100 ft below surface. The deposit has an overall shallow plunge (15 degrees (º)) to the north. Mineralization is interpreted to be controlled by skarn developed along the contact between the Hamburg Dolomite and Dunderberg Shale and by high-angle faults.

Mt. Hamilton Property Technical Report 3 November 10, 2025

1.4.2 Centennial Deposit

Gold and silver mineralization at Centennial is laterally continuous and spans an area of 2,400 ft long, 1,600 ft wide, and extends to a depth of 730 ft below surface. Mineralization is hosted by skarn and hornfels units within the Secret Canyon and Dunderberg Shale. Intense mineralization typically occurs at the contact between the different units. Gold mineralization is typically associated with a sub-horizontal (10º to 20º), laterally continuous, highly oxidized, and variably silica altered and brecciated zones. The zone has a shallow dip to the south-southeast and has been interpreted to be controlled by a low-angle structure by previous workers. The zones are dominated by goethite-quartz assemblages and represent "Type 2" retrograde alteration.

1.4.3 Seligman Stock (Igneous) Deposit

Gold and silver mineralization within the Seligman Stock (Igneous) is laterally continuous over an area approximately 4,200 ft long, 1,400 ft wide, and on average extends to a depth of 450 ft below surface. Mineralization is hosted within the endoskarn, along structures, veins, and breccias within the main stock. The mineralized zone transitions from sub-horizontal in the northern portion of the stock, to shallowly east-dipping (25º) in the central portion, to shallowly west-dipping (10° to 15°) in the southern portion. The deposit has an overall shallow plunge (15°) to the north.

1.5 Historical Exploration

The Mt. Hamilton site has a long history of precious and base metal mineral exploration and development dating back to 1865 and the discovery of gold at Monte Cristo Springs and silver at Treasure Hill-Hamilton area in 1868.

The most recent mining was completed by Rea Gold Corp. ("Rea Gold") in 1994 with production from the Seligman deposit. Rea Gold ceased mining in June 1997 but continued leaching until declaring bankruptcy in Canadian Bankruptcy Court in November 1997. During this period an approximate total of 99,500 oz Au and 207,500 oz Ag were produced via a heap leach operation.

1.6 Drilling, Sampling and Analysis

MH-LLC has not conducted any drilling at the Property, and no drilling has been conducted since 2012. The Mt. Hamilton drillhole database (as of October 4, 2020) contains 1,138 holes, predominantly reverse circulation (RC) and core, totaling 507,611.5 ft (excludes 20 holes totaling 11,013.2 ft with no collar coordinate details). A nominal drillhole spacing is approximately 135 ft for the Seligman deposit, and 100 ft for the Centennial deposit.

RC samples were collected on 5 ft intervals and core holes were also predominantly sampled on 5 ft intervals with locally adjusted intervals based on lithological, alteration and mineralization changes.

Mt. Hamilton Property Technical Report 4 November 10, 2025

Samples were prepared and analysed by accredited laboratories that included Chemex Labs Inc. ("Chemex"), American Assay Laboratories ("AAL") and Cone Geochemical Incorporated ("Cone"), as well as at the mine site between 1994 and 1997 when Rea Gold operated. Quality assurance/quality control (QA/QC) samples were inserted for most drilling campaigns with the majority of the footage including blanks, certified reference materials (CRMs), and duplicates.

APEX conducted a review of the available analytical data, including QA/QC data, and it is of the opinion of the APEX QPs that the sample preparation, security, and analytical procedures adopted meet accepted industry standards and are adequate to ensure overall data quality.

1.7 Data Verification

In 2019, APEX and MH-LLC conducted significant data entry and verification of the drillhole database including examination of original drill logs, analytical certificates, collar surveys, downhole surveys, geological logs and data, density measurements and a significant validation effort regarding the analytical database. The data verification campaign included the identification and addition of data from approximately 80 drillholes that were not previously included in the database. Any errors or omissions found were corrected in the database.

As a result of the data verification campaign, it is the opinion of the APEX QPs that the Mt. Hamilton drillhole geological and analytical database is sufficiently complete, verified and validated for use in the resource estimation work discussed in Section 14 of this Report.

1.8 Metallurgy

Metallurgical testwork confirms that material from the Centennial, Seligman, and Seligman Stock (Igneous) deposits are amenable to a conventional heap leach processing flowsheet. Metallurgical interpretation for these deposits is based on data provided by MH-LLC.

The processing plan would envision mineralized material from all three deposits being crushed to 5/8 inch  before being stacked by a mobile conveyor system and heap leached; cement agglomeration would not be required given the crushed material's good permeability characteristics. Solubilized gold and silver would be recovered from the leachate using zinc cementation in a Merrill-Crowe processing circuit; precious metal precipitate would subsequently be smelted to produce doré on-site.

1.9 Mineral Resource Estimate

The MRE described in this Report was completed by James Gray, P. Geo, Advantage Geoservices, using Geovia GEMS® software. The MRE was prepared and classified in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (CIM, 2014). The resource estimate is based on a total of 886 drillholes completed between 1973 and 2012.

Mt. Hamilton Property Technical Report 5 November 10, 2025

The MRE utilized a 30 x 30 x 15 ft block model, which is appropriate for an open pit mining scenario, that covered the entire drilling area, which was divided into three areas to be used as partial controls on the estimation process: Seligman, Centennial and Seligman Stock (Igneous). An indicator interpolation was used to separate blocks within the modelled volume into mineralized versus background (low-grade) domains. Log probability plots of gold assay data within the block model limits indicated a break between two grade populations at 0.07 ppm Au (0.002 ounce per short ton (oz/ton)). Estimation of indicators was carried out in a single pass by Area, by ordinary kriging. Gold and silver variography was completed separately within each of the two indicator interpolated domains (mineralized vs background) within each of the three resource "Areas".

The drillhole database comprised 61,264 samples that were composited to 5 ft resulting in 61,104 composites. Capping limits were determined statistically and applied separately for gold and silver values within each of the six domains. A total of 442 density measurements were used to determine average density values for oxidized and unoxidized rock in the three main resource areas. Gold and silver grades were assigned to blocks within each of the six domains by ordinary kriging. An outlier restriction was used in the background domains to lessen the impact of the high-grade composites. Grades at which the restriction was applied (0.029 oz/ton Au and 0.437 oz/ton Ag) were selected based on probability plots of the combined low-grade composites.

The MRE is classified based on spatial parameters related to drill density and configuration, and the generation of an optimized pit. Blocks were initially classified as Inferred where estimated by two or more holes, or by a single hole within 100 ft. Indicated blocks are estimated by three or more holes and if the third closest hole is within 150 ft or the closest within 50 ft. Measured blocks are estimated by 11 or more holes in pass one, and the average of the three closest holes is no more than 75 ft, or the closest hole is within 25 ft.

As with the estimation domains discussed above, the 'indicator interpolation with threshold limit evaluation' technique was also used to classify blocks as either oxidized or unoxidized, which was utilized with respect to application of metal recoveries during the pit optimization process. As a result of this exercise, it is the opinion of the QP that the Mt. Hamilton MRE tabulated below demonstrates reasonable prospects for eventual economic extraction.

The 2025 MRE for the Mt. Hamilton Property is presented in Table 1.1. 

Table 1.1 Mineral Resource Estimate for the Mt. Hamilton Property with an effective data of September 23, 2025.

Category Tons
(millions)		 Au
(oz/ton)		 Ag
(oz/ton)		 Oz Au
(thousands)		 Oz Ag
(thousands)
Measured 21.00 0.022 0.165 454 3,473
Indicated 8.09 0.015 0.169 124 1,366
M & I 29.09 0.020 0.166 578 4,839
Inferred 1.46 0.015 0.178 21 260

Notes:

1) The MRE was completed by Mr. James Gray, P. Geo, of Advantage Geoservices Ltd.

2) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

Mt. Hamilton Property Technical Report 6 November 10, 2025

3) Mineral Resources are the portion of the Mt Hamilton deposit that have reasonable prospects of eventual economic extraction by open pit mining method and processed by Au-Ag heap leaching.

4) Mineral Resources are constrained oxide and sulfide mineralization inside a conceptual open pit shell. The main parameters for pit shell construction are metal prices of $2,400/oz Au and $28/oz Ag, variable recovery for Au and Ag for oxide and sulfide mineralization by Area, open pit mining costs of $3.30/ton, heap leach processing costs of $4.50/ton, general and administrative costs of $1.65/ton processed, pit slope angles of 50° and a 2.4% royalty.

5) Mineral Resources are shown above a 0.006 oz/ton Au cut-off grade. This is a marginal cut-off grade that generates sufficient revenue to cover conceptual processing, general and off-site costs given metallurgical recovery and long-range metal prices for Au and Ag.

6) Units are imperial tons.

7) Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

8) Mineral Resources were prepared in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) and CIM MRMR Best Practice Guidelines (2019).

9) The QP is not aware of any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other similar factors which could materially affect the stated Mineral Resources.

Source: Advantage Geoservices (2025).

1.10 Conclusions and Recommendations

1.10.1 Conclusions

Based on a comprehensive review of available information, historical data, and the Updated 2025 MRE, the Authors conclude that the Mt. Hamilton Property is a property of merit prospective for the discovery of additional gold and silver, and polymetallic molybdenum-copper-tungsten (± gold-silver) mineralization. This conclusion is supported by the following:

• Favorable Geological Setting: The Property is situated within the geologically favorable White Pine Mining District of the White Pine Range and lies along the southern portion of the Battle Mountain - Eureka Trend.

• Defined Mineralization: Historical exploration and drilling conducted between 1986 and 2013 delineated gold and silver mineralization hosted in three main deposits: Seligman, Seligman Stock (Igneous), and Centennial. Historical exploration in the 1970s to early 1980's intersected tungsten-molybdenum mineralization at Centennial, west of Centennial and east of the Seligman Stock.

• Deposit Types: Based on the common mineralogical, alteration, formational, and geologic characteristics of Mt. Hamilton, it is reasonable to apply the gold-skarn deposit model to guide future exploration of the Property. In addition to the skarn mineralization observed at Mt. Hamilton, the Seligman and Centennial areas both display typical features of a potential Carlin-type overprint.

• Data Quality and Auditability: Data verification campaigns have been completed by APEX on the historical drilling data, significantly improving the auditability and quality of the underlying data. Although some minor concerns were noted in the historical QA/QC programs (1986-2013), the APEX QPs are of the opinion that these issues do not materially impact the MRE.

• Current MRE Confirmation: The Property's potential is affirmed by the calculation of the Updated 2025 Mt. Hamilton MRE.

Mt. Hamilton Property Technical Report 7 November 10, 2025

• Metallurgical Amenability: Historical metallurgical testwork confirms that material from the Centennial, Seligman, and Seligman Stock deposits is amenable to a conventional heap leach flowsheet.

• QP Validation: Observations from Mr. Dufresne's recent site inspection and gold mineralization returned from verification samples.

1.10.2 Risks and Uncertainties

Potential risks and uncertainties related to the MRE include the following:

• Data used to inform the block model is historical in nature and incomplete records of original data result in some limitations during verification campaigns. Past production on the Property mitigates some of this risk, however ongoing improvements should be made to verify the data.

• The number of bulk density determinations used in the block model are moderate (442). Additional determinations may result in minor changes and impact the tonnage.

• Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is a degree of uncertainty attributed to the estimation of Mineral Resources. Until resources are actually mined and processed, the quantity of mineralization and grades must be considered as estimates only.

Furthermore, with any exploration project there exists potential risks and uncertainties. The Company will attempt to reduce risk/uncertainty through effective project management, engaging technical experts and developing contingency plans. Potential risks include changes in the price of gold and silver, availability of investment capital, changes in government regulations, community engagement and socio-economic community relations, permitting and legal challenge risks and general environment concerns.

There is no guarantee that further exploration of the Property will result in the discovery of additional mineralization or an economic mineral deposit. Nevertheless, in the opinion of the Authors, there are no significant risks or uncertainties, other than those mentioned above, that could reasonably be expected to affect the reliability or confidence in the currently available exploration information with respect to the Mt. Hamilton Property.

1.10.3 Opportunities

Potential opportunities related to the MRE, and the Mt. Hamilton Property include the following:

• The MRE used a number of cyanide gold values where fire assay gold values were not available, and silver values generated from partial extraction. Additional sampling and assaying may result in minor changes and impact the grade.

• Structural and lithological modeling in the main areas may elevate understanding on the controls of mineralization and result in identification of areas for resource expansion.

Mt. Hamilton Property Technical Report 8 November 10, 2025

• Early skarn-related tungsten-copper-molybdenum mineralization, predominantly located beneath and east and west of the gold-silver mineralization, has not been explored since 1984 and remains an upside opportunity.

1.10.4 Recommendations 

As a property of merit, a 2-phase work program is recommended to delineate additional precious metal mineralization at Mt. Hamilton to support future Mineral Resource expansion, test the tungsten-copper-molybdenum potential of the Property, and move towards potential production.

Recommended activities for Phase 1 include:

• Ongoing structural and lithological modeling of the main areas to elevate understanding on the controls of mineralization.

• Diamond drilling:

o A limited but geographically focused 4-hole PQ sized diamond drilling program is recommended for the Centennial deposit and portions of the Seligman and Seligman Stock (Igneous) deposits. The recommended drilling will provide an opportunity to add new density determinations and silver analyses to compliment and potentially further validate the silver data currently within the drillhole database. In addition, the drilling program will provide material to support future studies, including geological, metallurgical and geotechnical studies.

o A 3-hole PQ sized diamond core program should be conducted to assess the tungsten targets within the Property and to collect new core material for geological, metallurgical and geotechnical studies.

• Fieldwork comprising further detailed geological mapping and sampling (prospecting) is recommended for areas peripheral (west, south and east) of the Centennial deposit area.

The estimated cost of the Phase 1 drilling and exploration program for the Property totals US$2,200,000, not including contingency funds or taxes.

Phase 2 exploration is contingent on the positive results of Phase 1 and should include the following:

• A substantial infill and step out RC drilling program of approximately 25,000 ft should be completed at Centennial and Seligman to increase the confidence of the current MRE to potentially upgrade existing Inferred Mineral Resources to Indicated Mineral Resources.

• Any remaining archived pulp samples, beyond the 664 analyzed in 2019, should be inventoried and examined. Consideration should then be given to re-analyzing them for silver, if warranted, using either fire assay or multi-acid Inductively Coupled Plasma (ICP) analysis.

• Review historical core holes and assess if partially sampled and assayed holes require additional sampling and assaying.

• Modern soil geochemical sampling is recommended for areas surrounding the Centennial deposit, particularly to the south where sampling should extend to cover the U4 and Wheeler Ridge/Chester areas. The latter has seen some exploratory drilling and has returned some anomalous to weakly mineralized intersections and should be considered for geophysical surveys by induced polarization and/or Controlled-Source Audio-frequency Magnetotellurics (CSAMT).

Mt. Hamilton Property Technical Report 9 November 10, 2025

• Metallurgical testwork, including additional column leach test data for the Seligman and Seligman Stock deposits to improve spatial variability for those deposits, and a Preliminary Economic Assessment (PEA) to advance the Property towards the Pre-Feasibility stage.

The estimated cost of the Phase 2 exploration program for the Property totals US$5,100,000, not including contingency funds or taxes.

Collectively, the estimated cost of the recommended work programs for the Property totals US$7,300,000, not including contingency funds or taxes (Table 1.2).

Table 1.2 Proposed Budget for Proposed Exploration at the Mt. Hamilton Property.

Phase Item Approximate Cost (US$)
 
Phase 1 All in cost for core drilling (7 PQ-sized diamond holes) $1,900,000
Ongoing Structural and Lithological Modelling $100,000
Geological Mapping and Sampling $200,000
Sub-total: $2,200,000
 
Phase 2 All in cost for RC drilling (25,000 ft) $3,800,000
Archived pulp sample investigation and historical core review. $100,000
Geochemical Sampling (soils) $200,000
Geophysical Survey $250,000
Metallurgical Test Work $500,000
Mineral Resource Estimate and PEA Technical Report $250,000
Sub-total: $5,100,000
 
Phase 1 & 2 Total: $7,300,000

Source: APEX (2025)

Mt. Hamilton Property Technical Report 10 November 10, 2025

2 Introduction

2.1 Issuer and Purpose

This Technical Report (the "Report") on the Mt. Hamilton Property (the "Property"), was prepared by APEX Geoscience Ltd. ("APEX"), DRA Americas Inc. ("DRA"), and Advantage Geoservices Ltd. ("Advantage Geoservices") at the request of the Issuer, Mt. Hamilton LLC ("MH-LLC" or the "Company"), on behalf of Mako Mining Corp. ("Mako Mining") and Sailfish Royalty Corp. ("Sailfish").

The Mt. Hamilton Property is a formerly producing gold mine that is currently a gold-silver exploration project situated in White Pines County, Nevada, USA, approximately 40 miles (mi) due west of Ely, Nevada (Figure 2.1). The Property lies along the southern portion of the Battle Mountain - Eureka Trend, one of the most prospective gold mining districts globally due to its vast Carlin-type gold deposits, where mineralization is structurally controlled by deep faults intersecting favorable carbonate host rocks, offering significant potential for new, concealed discoveries.

This Report summarizes a National Instrument 43-101 (NI 43-101) Standards of Disclosure for Mineral Projects Updated Mineral Resource Estimate (MRE) and metallurgy of the Mineral Resources identified within the Property, and provides a technical summary of the relevant location, tenure, historical, and geological information, and recommendations for future exploration programs. This Report summarizes the technical information available up to the Effective Date of November 10, 2025.

This Report was prepared by Qualified Persons (QPs) in accordance with disclosure and reporting requirements set forth in the NI 43-101 Standards of Disclosure for Mineral Projects (effective May 9, 2016), Companion Policy 43-101CP Standards of Disclosure for Mineral Projects (effective February 25, 2016), Form 43-101F1 (effective June 30, 2011) of the British Columbia Securities Administrators, the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Mineral Exploration Best Practice Guidelines (November 23, 2018), the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (November 29, 2019) and the CIM Definition Standards (May 10, 2014).

2.2 Authors and Site Inspection

This Report is authored by Mr. Michael B. Dufresne, M.Sc., P.Geol., P.Geo. and  Mr. Andrew J. Turner, B.Sc., P.Geol., P.Geo. both Principals and Senior Consulting Geologists with APEX; Mr. David Frost, FAusIMM, Vice President Process Engineering, DRA; and Mr. James N. Gray, P. Geo., Advantage Geoservices (collectively referred to as the "Authors"). The Authors are fully independent of the Property, the Company, Mako and Sailfish and are QPs as defined by NI 43-101. NI 43-101 and CIM define a QP as "an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association."

Mt. Hamilton Property Technical Report 11 November 10, 2025

Mr. Dufresne has prepared and is taking responsibility for Sections 1.6, 1.7, 1.10, 9 to 12, 23, 24, 25.4, 25.5, 25.8 to 25.10, 26, and 27 of this Report. Mr. Turner has prepared and is taking responsibility for Sections 1.1 to 1.5, 2 to 8, 25.1 to 25.3 of this Report. Mr. Frost has prepared and is taking responsibility for Sections 1.8, 13, and 25.6 of this Report. Mr. Gray has prepared and is taking responsibility for Sections 1.9, 14, and 25.7 of this Report. 

Mt. Hamilton Property Technical Report 12 November 10, 2025

Figure 2.1 Mt. Hamilton Property location.

Mt. Hamilton Property Technical Report 13 November 10, 2025


Mt. Hamilton Property Technical Report 14 November 10, 2025

Source: MH-LLC (2025)

Mr. Dufresne is a Professional Geologist with the Association of Professional Engineers and Geoscientists of Alberta ("APEGA"; Member #: 48439), a Professional Geoscientist with the Association of Professional Engineers and Geoscientists of British Columbia ("EGBC"; Member #: 37074), the Northwest Territories and Nunavut Association of Professional Engineers and Geoscientists ("NAPEG"; Member #: L3378), the Association of Professional Engineers & Geoscientists of New Brunswick ("APEGNB"; Member #: F6534) and the Professional Geoscientists of Ontario ("PGO"; Member #: 3903), and has worked as a mineral exploration geologist for more than 40 years since his graduation from university. Mr. Dufresne has been involved in all aspects of mineral exploration and mineral resource estimations for precious and base metal mineral projects and deposits in Canada and globally.

Mr. Turner is a Professional Geologist with APEGA (Member #: 49901), EGBC (Member #: 60708) and NAPEG (Member #: L2456). He has worked as a geologist for more than 30 years since his graduation. Mr. Turner has been involved in all aspects of mineral exploration and mineral resource estimations for precious and base metals projects and deposits in Canada, the United States, and Central and South America.

Mr. Frost is a Professional Engineer and a registered Fellow of the Australian Institute of Mining and Metallurgy (FAusIMM #110899). He has more than 30 years of technical and management experience in plant operations, process plant design, commissioning, due diligence review, laboratory supervision and consulting. His operational experience has been gained at small, medium, and large operations, and has included management of technical teams and laboratory supervision. His areas of specialization include comminution circuit design, conventional gold CIP/CIL, gravity concentration, zinc precipitation, conventional sulfide flotation including base metal/polymetallic flotation, fluidized bed roasting, and heap/dump leaching.

Mr. Gray is a Professional Geoscientist with EGBC (Member #: 27022). Mr. Gray has worked as a mining and mineral resource estimation geologist for more than 40 years since his graduation from university. He has been responsible for mineral resource estimation work at operating mines as well as base and precious metal projects in Canada and internationally.

Mr. Dufresne completed a recent site inspection of the Mt. Hamilton Property on September 29, 2025. The inspection was conducted to assess the current site conditions and access, as well as Mt. Hamilton geology, alteration, and mineralization, and to collect independent verification samples. Rock types and mineralization observed at the Property are consistent with the reported geology and historical exploration results. The QP verification samples returned a maximum value of 0.922 parts per million (ppm) gold (Au) and 24.8 ppm silver (Ag). A previous Mt. Hamilton site inspection was conducted by Mr. Dufresne and Mr. Turner on November 2, 2017. In addition, Mr. Turner conducted work at the Ely storage facility over three visits between February 23 and March 3, 2018; April 5 and 20, 2018; and February 5 and 11, 2019. Mr. Gray visited the Mt. Hamilton Property between July 23 and July 25, 2019.

Mr. Frost has not visited the Mt. Hamilton Property as Mr. Dufresne, Mr. Turner, and Mr. Gray's site inspections were considered to be sufficient by the Authors.

Mt. Hamilton Property Technical Report 15 November 10, 2025

2.3 Sources of Information

This Report is a compilation of proprietary and publicly available information. The information described in Section 3 and documents listed in Section 27 were used to support this Report. Excerpts or summaries of documents authored by other consultants are indicated in the text. This Report is largely based on sections derived from an internal technical report on the Property written by the Authors for MH-LLC in 2021 (MH-LLC, 2021).

The QPs' assessments of the Project were based on published material, pre-existing reports, project development work specifically performed by consultants, and data, professional opinions and unpublished material submitted by MH-LLC. The QPs reviewed all relevant data provided by MH-LLC.

Key sources of information include the drillhole database and metallurgical testwork reports. A list of all information sources used in compiling this Report are included in Section 27 "References".

The QPs have reviewed all government and miscellaneous reports, and commercial laboratory analytical data. The QPs have deemed that these reports and information, to the best of their knowledge, are valid contributions. The QPs take ownership of the ideas and values as they pertain to the current Report.

2.4 Units of Measure

With respect to units of measure, unless otherwise stated, this Report uses:

1) US customary system units of measurement. Where converted to metric, this Report uses abbreviated shorthand consistent with the International System of Units (International Bureau of Weights and Measures, 2006);

2) Bulk weight is presented in both United States short tons (tons; 2,000 lbs or 907.2 kg) and metric tonnes (tonnes; 1,000 kg or 2,204.6 lbs.);

3) Where parts per million (ppm; also commonly referred to as grams per metric tonne [g/t]) have been converted to ounce per short ton (oz/ton or opt), a conversion factor of 0.029166 (or 34.2857) was used;

4) Geographic coordinates are projected in the Universal Transverse Mercator (UTM) system relative to Zone 11 of the North American Datum (NAD) 1927; and,

5) Currency in U.S. dollars ($), unless otherwise specified.

Mt. Hamilton Property Technical Report 16 November 10, 2025

3 Reliance on Other Experts

This Report incorporates and relies on contributions of other experts who are not Qualified Persons, or information provided by the Company, with respect to the details of legal matters relevant to the Property, as detailed below. In each case, the Authors disclaim responsibility for such information to the extent of their reliance on such reports, opinions, or statements.

The Authors relied on MH-LLC and Mako Mining to provide all pertinent information concerning the legal status of the Company, as well as current legal title, material terms of all agreements, and tax matters that relate to the Property. Copies of documents and information related to legal status, property agreements, and mineral tenure were reviewed, and relevant information was included elsewhere in the Report; however, the Report does not represent a legal, or any other, opinion as to the validity of the agreements or mineral titles. The following documents and information, provided by MH-LLC and Mako Mining Management, were relied upon to summarize the legal status and mineral tenure status of the Property:

• Sections 4.1, 4.2, and 4.4: "Title Report: Mt. Hamilton Project, White Pine County, Nevada" prepared for Mako Mining by Rew Goodenow of Parsons, Behle and Latimer, located in Reno, Nevada, and dated October 22, 2025 (provided to the Authors by Akiba Leisman, Chief Executive Officer of Mako Mining, via email transmission, on October 29, 2025).

Mr. Dufresne and Mr. Turner verified the status of the Mt. Hamilton Property BLM unpatented mining claims listed in Section 4.1 using BLM's MLRS database and service in November 2025. The mineral claims were all listed as active with the BLM and all maintenance payments were up to date.

Mt. Hamilton Property Technical Report 17 November 10, 2025

4 Property Description and Location

The Property is located in White Pine County, Nevada (Figure 2.1) at 115.565519° W Longitude and 39.241658° N Latitude. The Property area is in Township 16 North, Range 57 East. The Property lies about 10 mi south of U.S. Highway 50 via White Pine County Road 5 and about 45 mi west of Ely, Nevada via U.S. Highway 50.

4.1 Mineral Rights and Tenure

The land position includes private land and unpatented mining claims on federal land and MH-LLC controls the Property through direct ownership and through lease agreements. The Property is comprised of two parcels of fee simple land totaling 240 acres (ac), nine surveyed patented mining claims, totaling 121.376 ac, and 302 unpatented federal mining claims totaling approximately 4,530 ac (Tables 4.1 and 4.2). The mining claims are located in Sections 5, 6, 7, 8, 9, 10, 15, 16, 17, 18, 20, 21, 22, 27, 28, 29, 33 and 34, Township 16 North, Range 57 East, Mount Diablo Meridian, White Pine County, Nevada (Figure 4.1). All unpatented claims are staked on the ground in accordance with Bureau of Land Management (BLM) and Nevada regulations. The lands which comprise the 302 unpatented mining claims are federal public domain lands subject to the US Mining Law of 1872 as amended. Most of that federal land, including the land containing the resources and reserves at the Centennial Deposit, is administered by the U.S. Forest Service (USFS), an agency of the U.S. Department of Agriculture, while the balance is administered by the BLM. All 302 of the unpatented mining claims are either directly owned or directly leased by MH-LLC. The two fee simple parcels are private lands in which MH-LLC owns all surface and mineral rights. The nine patented claims are private lands in which MH-LLC controls all surface and mineral rights as to the Centennial, Badger State, Woo Hop, and Gloucester claims (which four claims are within the area containing the resources and reserves at the Centennial Deposit) under a Mining Lease Agreement with Centennial. MH-LLC controls an undivided 51% interest in all surface and mineral rights as to the other five patented claims (Chester, Chester No. 1, Chester No. 2, Chester No. 3 and Chester No. 4, which five claims are outside the area containing the resources and reserves at the Centennial Deposit), under the Mining Lease Agreement with Centennial. The remaining undivided 49% interest in the Chester and Chester Nos. 1-4 patented claims is owned by a defunct corporation but Centennial has exclusive and adverse possession of the subject claims and so, assuming that Centennial has met all obligations under applicable law to become the sole owner of the subject claims, MH-LLC leases a 100% interest in the subject claims by virtue of leasing all of Centennial's interests therein.

The following is a list of the holding costs for the Mt. Hamilton Property from 2025. The expected holding costs for 2026 will be very similar to these figures.

1) BLM Claim Maintenance Fees: $60,400

2) White Pine County Claim Maintenance Fees: $4,744

3) Property Taxes: $1,707.68

4) Lease Payments/Advance Royalties:

a. CMC H Claims Lease: $300,000

b. CMC Shell Lease: $80,000

c. Carrington Lease: $128,000 (this amount increases by $2,000 annually).

Mt. Hamilton Property Technical Report 18 November 10, 2025

d. GAMI Advance Royalty: Last year $112,274.80 was paid, (fluctuates annually, as the greater of $33,000 or the average gold price for the 30 days preceding the payment due date).

5) Total Holding Costs for 2025: $687,126.48 

Mt. Hamilton Property Technical Report 19 November 10, 2025

Figure 4.1 Mt. Hamilton Property mineral tenure.

Mt. Hamilton Property Technical Report 20 November 10, 2025

Mt. Hamilton Property Technical Report 21 November 10, 2025

Source: MH-LLC (2025)

Table 4.1 Private land parcels.

County Parcel # US Lot or Mineral Survey # Name Patent Issued Acreage
009-400-07 n/a Henkle-Buchanan 11/05/1890 160
009-400-06 n/a Admin 05/18/1926 80
Total Fee Land 240
099-059-05 69 Badger State 09/15/1882 4.59
099-059-25 66 Centennial 05/31/1881 10.33
099-059-66 41 Gloucester 04/15/1874 5.51
099-060-81 68 Woo Hop 02/28/1882 11.48
099-059-27 42 Chester 12/21/1874 6.89
099-059-28 3763 Chester No. 1 04/01/1912 82.58
099-059-29 Chester No. 2
099-059-30 Chester No. 3
099-059-31 Chester No. 4
Total Patented Claims 121.38

Source: compiled by APEX (2025) from Goodenow (2025).

Table 4.2 Federal mining claim list for the Property.

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

AR 1

899951

2-Jun-05

 

AR 57

933806

1-Sep-06

AR 2

899952

2-Jun-05

 

AR 58

896951

5-Apr-05

AR 3

899953

2-Jun-05

 

AR 59

896952

5-Apr-05

AR 4

899954

2-Jun-05

 

AR 60

896953

5-Apr-05

AR 5

899955

2-Jun-05

 

AR 61

899983

2-Jun-05

AR 6

899956

2-Jun-05

 

SC 1

1005079

23-Feb-09

AR 7

899957

2-Jun-05

 

SC 2

1005080

23-Feb-09

AR 8

899958

2-Jun-05

 

SC 3

1005081

23-Feb-09

Mt. Hamilton Property Technical Report 22 November 10, 2025

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

AR 9

899959

2-Jun-05

 

SC 4

1005082

23-Feb-09

AR 10

899960

2-Jun-05

 

SC 5

1005083

23-Feb-09

AR 11

899961

2-Jun-05

 

SC 6

1005084

23-Feb-09

AR 12

899962

2-Jun-05

 

SC 7

1005085

23-Feb-09

AR 13

899963

2-Jun-05

 

SC 8

1005086

23-Feb-09

AR 14

899964

2-Jun-05

 

SC 9

1005087

23-Feb-09

AR 15

899965

2-Jun-05

 

SC 10

1005088

23-Feb-09

AR 16

899966

2-Jun-05

 

SC 11

1005089

23-Feb-09

AR 17

899967

2-Jun-05

 

SC 12

1005090

23-Feb-09

AR 18

899968

2-Jun-05

 

SC 13

1005091

23-Feb-09

AR 19

899969

2-Jun-05

 

SC 14

1005092

23-Feb-09

AR 20

899970

2-Jun-05

 

SC 15

1005093

23-Feb-09

AR 21

899971

2-Jun-05

 

SC 16

1005094

23-Feb-09

AR 22

899972

2-Jun-05

 

SC 17

1005095

23-Feb-09

AR 23

899973

2-Jun-05

 

SC 18

1005096

23-Feb-09

AR 24

899974

2-Jun-05

 

SC 19

1005097

23-Feb-09

AR 25

899975

2-Jun-05

 

SC 20

1005098

23-Feb-09

AR 26

899976

2-Jun-05

 

SC 21

1005099

23-Feb-09

AR 27

899977

2-Jun-05

 

SC 22

1005100

23-Feb-09

AR 28

899978

2-Jun-05

 

SC 23

1005101

23-Feb-09

AR 29

899979

2-Jun-05

 

SC 24

1005102

23-Feb-09

AR 30

899980

2-Jun-05

 

SC 25

1005103

23-Feb-09

AR 31

899981

2-Jun-05

 

SC 26

1005104

23-Feb-09

AR 32

899982

2-Jun-05

 

SC 27

1005105

23-Feb-09

AR 33

896926

5-Apr-05

 

SC 28

1005106

23-Feb-09

AR 34

896927

5-Apr-05

 

SC 29

1005107

23-Feb-09

AR 35

896928

5-Apr-05

 

SC 30

1005108

23-Feb-09

Mt. Hamilton Property Technical Report 23 November 10, 2025

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

AR 36

896929

5-Apr-05

 

HF 1

1056978

1-Sep-11

AR 37

896930

5-Apr-05

 

HF 2

1056979

1-Sep-11

AR 38

896931

5-Apr-05

 

HF 3

1056980

1-Sep-11

AR 41

933798

1-Sep-06

 

HF 4

1056981

1-Sep-11

AR 43

933800

1-Sep-06

 

HF 5

1056982

1-Sep-11

AR 45

896938

5-Apr-05

 

HF 6

1056983

1-Sep-11

AR 46

896939

5-Apr-05

 

HF 7

1056984

1-Sep-11

AR 47

896940

5-Apr-05

 

HF 8

1056985

1-Sep-11

AR 48

896941

5-Apr-05

 

HF 9

1056986

12-Sep-11

AR 49

896942

5-Apr-05

 

HF 10

1056987

12-Sep-11

AR 50

896943

5-Apr-05

 

MH 1

1049740

6-May-11

AR 51

896944

5-Apr-05

 

MH 2

1049741

6-May-11

AR 52

896945

5-Apr-05

 

MH 3

1049742

6-May-11

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

MH 4

1049743

6-May-11

 

MH 55

1049794

9-May-11

MH 5

1049744

7-May-11

 

MH 56

1049795

9-May-11

MH 6

1049745

6-May-11

 

MH 57

1049796

9-May-11

MH 7

1049746

7-May-11

 

MH 58

1049797

9-May-11

MH 8

1049747

7-May-11

 

MH 59

1049798

9-May-11

MH 9

1049748

7-May-11

 

MH 60

1049799

9-May-11

MH 11

1049750

7-May-11

 

MH 61

1049800

9-May-11

MH 13

1049752

6-May-11

 

MH 62

1049801

9-May-11

MH 15

1049754

7-May-11

 

MH 63

1049802

9-May-11

MH 16

1049755

9-May-11

 

MH 64

1049803

9-May-11

MH 17

1049756

9-May-11

 

MH 65

1049804

9-May-11

Mt. Hamilton Property Technical Report 24 November 10, 2025

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

MH 18

1049757

9-May-11

 

MH 66

1049805

9-May-11

MH 19

1049758

9-May-11

 

MH 67

1049806

9-May-11

MH 20

1049759

9-May-11

 

MH 68

1049807

9-May-11

MH 21

1049760

9-May-11

 

MH 69

1049808

9-May-11

MH 22

1049761

9-May-11

 

MH 70

1049809

9-May-11

MH 23

1049762

9-May-11

 

MH 71

1049810

9-May-11

MH 24

1049763

9-May-11

 

MH 72

1066160

10-Nov-11

MH 25

1049764

9-May-11

 

MH 80

1053919

10-Jul-11

MH 26

1049765

8-May-11

 

MH 81

1053920

10-Jul-11

MH 27

1049766

8-May-11

 

MH 82

1069276

20-Feb-12

MH 28

1049767

8-May-11

 

MH 83

1069277

20-Feb-12

MH 29

1049768

8-May-11

 

MH 84

1069278

20-Feb-12

MH 30

1049769

8-May-11

 

MH 85

1069279

20-Feb-12

MH 31

1049770

8-May-11

 

MH 86

1069280

20-Feb-12

MH 32

1049771

8-May-11

 

MH 87

1069281

20-Feb-12

MH 33

1049772

8-May-11

 

MH 88

1069282

20-Feb-12

MH 34

1049773

8-May-11

 

MH 89

1069283

20-Feb-12

MH 35

1049774

8-May-11

 

MH 90

1069284

20-Feb-12

MH 36

1049775

8-May-11

 

MH 91

1069285

20-Feb-12

MH 37

1049776

8-May-11

 

MH 92

1069286

20-Feb-12

MH 38

1049777

8-May-11

 

MH 93

1069287

20-Feb-12

MH 39

1049778

8-May-11

 

MH 94

1093380

28-May-13

MH 40

1049779

8-May-11

 

MH 95

1093381

28-May-13

MH 41

1049780

8-May-11

 

MH 96

1093382

28-May-13

MH 42

1049781

8-May-11

 

MHP 1

1069271

27-Feb-12

MH 43

1049782

8-May-11

 

MHP 2

1069272

27-Feb-12

MH 44

1049783

9-May-11

 

MHP 3

1069273

27-Feb-12

Mt. Hamilton Property Technical Report 25 November 10, 2025

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

MH 45

1049784

9-May-11

 

MHP 4

1069274

27-Feb-12

MH 46

1049785

9-May-11

 

MHP 5

1069275

27-Feb-12

MH 47

1049786

9-May-11

 

AR 39

933796

1-Sep-06

MH 48

1049787

9-May-11

 

AR 40

933797

1-Sep-06

MH 49

1049788

9-May-11

 

AR 42

933799

1-Sep-06

MH 50

1049789

9-May-11

 

AR 44

933801

1-Sep-06

MH 51

1049790

9-May-11

 

AR 53

933802

1-Sep-06

MH 52

1049791

9-May-11

 

AR 54

933803

1-Sep-06

MH 53

1049792

9-May-11

 

AR 55

933804

1-Sep-06

MH 54

1049793

9-May-11

 

AR 56

933805

1-Sep-06

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

AR 102

1044898

21-May-11

 

Monte 20

1069239

20-Feb-12

AR 103

1044899

21-May-11

 

Monte 21

1069240

20-Feb-12

H 10

839910

26-Nov-02

 

Monte 22

1069241

20-Feb-12

H 11

839911

26-Nov-02

 

Monte 23

1069242

20-Feb-12

H 12

839912

26-Nov-02

 

Monte 24

1069243

20-Feb-12

H 13

839913

26-Nov-02

 

Monte 25

1069244

20-Feb-12

H 14

839914

26-Nov-02

 

Monte 26

1069245

20-Feb-12

H 15

839915

26-Nov-02

 

Monte 27

1069246

20-Feb-12

H 16

839916

26-Nov-02

 

Monte 28

1069247

20-Feb-12

H 17

839917

26-Nov-02

 

Monte 29

1069248

20-Feb-12

H 18

839918

26-Nov-02

 

Monte 30

1069249

20-Feb-12

H 19

839919

23-Nov-02

 

Monte 31

1069250

20-Feb-12

H 20

839920

26-Nov-02

 

Monte 32

1069251

20-Feb-12

H 21

839921

23-Nov-02

 

Monte 33

1069252

20-Feb-12

Mt. Hamilton Property Technical Report 26 November 10, 2025

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

H 22

839922

23-Nov-02

 

Monte 34

1069253

20-Feb-12

H 25

839923

23-Nov-02

 

Monte 35

1069254

20-Feb-12

H 26

839924

23-Nov-02

 

Monte 36

1069255

21-Feb-12

H 27

839925

26-Nov-02

 

Monte 37

1069256

21-Feb-12

H 28

839926

23-Nov-02

 

Monte 38

1069257

21-Feb-12

H 36

839927

26-Nov-02

 

Monte 39

1069258

21-Feb-12

H 37

839928

26-Nov-02

 

Monte 40

1069259

21-Feb-12

H 38

839929

26-Nov-02

 

Monte 41

1069260

21-Feb-12

H 39

839930

26-Nov-02

 

Monte 42

1069261

21-Feb-12

MC Lode

839931

23-Nov-02

 

Monte 43

1069262

21-Feb-12

Ada Lode

839932

23-Nov-02

 

Monte 44

1069263

20-Feb-12

Mack #3

839933

23-Nov-02

 

Monte 45

1069264

20-Feb-12

Mack Fraction

839934

23-Nov-02

 

Monte 46

1069265

20-Feb-12

Venus Lode

861421

18-Nov-03

 

Monte 47

1069266

20-Feb-12

May Lode

861422

18-Nov-03

 

Monte 48

1069267

20-Feb-12

Mack Lode

861423

18-Nov-03

 

Monte 49

1069268

20-Feb-12

Ada Fraction

861424

18-Nov-03

 

Monte 50

1069269

20-Feb-12

Monte 1

1069225

20-Feb-12

 

Monte 51

1069270

20-Feb-12

Monte 2

875114

7-Jun-04

 

JC 11

1044891

21-May-11

Monte 3

1069226

20-Feb-12

 

JC 13

1044892

21-May-11

Monte 4

875116

7-Jun-04

 

JC 14

1044893

21-May-11

Monte 5

1069227

20-Feb-12

 

JC 15

1044894

21-May-11

Monte 6

875118

7-Jun-04

 

JC 16

1047577

9-Jun-11

Monte 9

1069228

20-Feb-12

 

JC 17

1047578

9-Jun-11

Monte 10

1069229

20-Feb-12

 

JC 18

1047579

9-Jun-11

Monte 11

1069230

20-Feb-12

 

JC 20

1044895

22-May-11

Mt. Hamilton Property Technical Report 27 November 10, 2025

Claim
Name

BLM NMC
#

Location
Date

 

Claim
Name

BLM NMC #

Location
Date

Monte 12

1069231

20-Feb-12

 

JC 21

1044896

22-May-11

Monte 13

1069232

20-Feb-12

 

JC 22

1044897

22-May-11

Monte 14

1069233

20-Feb-12

 

JC 30

1047580

10-Jun-11

Monte 15

1069234

20-Feb-12

 

JC 31

1047581

10-Jun-11

Monte 16

1069235

20-Feb-12

 

JC 32

1047582

10-Jun-11

Monte 17

1069236

20-Feb-12

 

JC 33

1047583

10-Jun-11

Monte 18

1069237

20-Feb-12

 

JC 34

1047584

10-Jun-11

Monte 19

1069238

20-Feb-12

 

JC 35

1047585

10-Jun-11

Claim
Name

BLM NMC
#

Location
Date

JC 40

1054204

8-Aug-11

JWP 1

1082917

19-Oct-12

JWP 2

1082918

19-Oct-12

JWP 3

1082919

19-Oct-12

JWP 4

1082920

19-Oct-12

JWP 5

1082921

19-Oct-12

JWP 6

1082922

19-Oct-12

JWP 12

1082923

19-Oct-12

JWP 19

1082924

4-Dec-12

JWP 20

1082925

4-Dec-12

JWP 21

1082926

4-Dec-12

JWP 22

1082927

4-Dec-12

JWP 23

1082928

4-Dec-12

JWP 100

1082929

4-Dec-12

Source: compiled by APEX (2025) from Goodenow (2025).

Mt. Hamilton Property Technical Report 28 November 10, 2025

4.1.1 Owned Fee Parcels and Royalty Considerations

MH-LLC owns a 100% interest in the SE4 of Section 20, Township 16 North, Range 57 East, Mount Diablo Meridian, containing 160 ac (the Henkle-Buchanan Parcel). The Henkle-Buchanan Parcel is subject to the Henkle-Buchanan Royalty (as defined and described below), and the Sandstorm Royalty (as defined and described below) and the Centennial Royalty (as defined and described below). MH-LLC also owns a 100% interest in the NE4SE4 and SE4NE4 of Section 19, Township 16 North, Range 57 East, Mount Diablo Meridian, containing 80 ac. This fee parcel is not subject to any royalties.

4.1.2 Patented Claims

MH-LLC controls a 100% interest in the Badger State, Centennial, Gloucester and Woo Hop  patented mining claims and an undivided 51% interest (subject to Centennial's ability to assert 100% ownership as discussed above) in the Chester and Chester Nos. 1-4 patented mining claims located in Sections 16, 21, 22 and 27 of Township 16 North, Range 57 East, Mount Diablo Meridian pursuant to a Mining Lease Agreement dated November 19, 2004 (as amended) by and between Centennial as lessor and MH-LLC (as the successor to Diamond Hill Investment Corp.) as lessee (the Centennial Lease). The patented claims are subject to the Sandstorm Royalty and the Centennial Royalty.

4.1.3 Unpatented Owned Claims

4.1.3.1 SC Claims

MH-LLC owns a 100% interest in the SC 1-30 unpatented mining claims located in Sections 7, 8, 9, 17 and 18 in Township 16 North, Range 57 East, Mount Diablo Meridian (the SC Claims). The SC Claims are subject to the Sandstorm Royalty and the Centennial Royalty (except for SC 9, SC 18 and SC 27 and the southern halves of SC 8, SC 17 and SC 26, which are not subject to the Centennial Royalty).

4.1.3.2 MH Claims

MH-LLC owns a 100% interest in the MH 1-9, 11, 13, 15-72 and 80-96 unpatented mining claims located in Sections 5, 6, 8, 15, 20, 22, 27, 28, 29, 33, and 34 of Township 16 North, Range 57 East, Mount Diablo Meridian (the MH Claims). With respect to the MH Claims (a) all of the MH Claims except MH 72 and 94-96 are subject to the Sandstorm Royalty, (b) all of the MH Claims except for MH 82, MH 83 and MH 84 and the southern half of MH 94, the northern half of MH 85, the southern halves of MH 46, MH 48, MH 50, MH 52, MH 54, MH 58, MH 60, MH 62, MH 64, MH 66, MH 68 and MH 70 and a portion of MH 95 are subject to the Centennial Royalty, and (c) the southern half of MH 94 and a small portion of MH 95 are subject to the Carrington Royalty (as defined and described below).

Mt. Hamilton Property Technical Report 29 November 10, 2025

4.1.3.3 HF Claims

MH-LLC owns a 100% interest in the HF 1-10 unpatented mining claims located in Sections 15, 16, 21 and 28 of Township 16 North, Range 57 East, Mount Diablo Meridian (the HF Claims). The HF Claims are subject to the Sandstorm Royalty.

4.1.3.4 Monte Claims

MH-LLC owns a 100% interest in the Monte 1-6 and 9-51 unpatented mining claims located in Sections 16, 17, 20, 21, 28, and 29 of Township 16 North, Range 57 East, Mount Diablo Meridian (the Monte Claims). The Monte Claims are subject to the Sandstorm Royalty, and the GAMI Royalty (as defined and described below) and the Centennial Royalty

4.1.3.5 MHP Claims

MH-LLC owns a 100% interest in the MHP 1-5 unpatented mining claims located in Sections 5, 6 and  8 of Township 16 North, Range 57 East, Mount Diablo Meridian (the MHP Claims). The MHP Claims are subject to the Sandstorm Royalty and most of MHP 5 is subject to the Centennial Royalty.

4.1.3.6 AR Claims

MH-LLC owns a 100% interest in the AR 1-38, 41, 43, 45-52 and 57-61 unpatented mining claims located in Sections 8, 9, 15, 16, 17, 21, 22, 27 and 28 of Township 16 North, Range 57 East, Mount Diablo Meridian (the AR Owned Claims). The AR Owned Claims are subject to the Sandstorm Royalty and the Centennial Royalty.

4.1.4 Unpatented Leased Claims

4.1.4.1 Centennial Lease

MH-LLC controls a 100% interest in the H 10-22, 25-28 and 36-39 unpatented mining claims located in Sections 15, 16 and 21 of Township 16 North, Range 57 East, Mount Diablo Meridian (the H Claims) pursuant to the Centennial Lease. The H Claims are subject to a sliding scale net smelter returns (NSR) royalty of 1 to 6% on gold and silver and 3 to 8% on all other minerals (the Centennial Royalty). In addition, the Centennial Lease includes an area of influence that subjects the majority of the Property to the Centennial Royalty (as described herein)1.  The H Claims require annual advance minimum royalty payments to the lessor (currently, Centennial) in the amount of $300,000. Advance minimum royalty payments are credited cumulatively against any production royalty payments due. As of December 31, 20250, MH-LLC has paid $5,410,000 in advance minimum royalty payments. At MH-LLC's option, the Centennial Royalty rate may be reduced by 1.5% by paying $2,000,000 to Centennial any time prior to the commencement of commercial production. If the first Centennial Royalty buy down is exercised, the Centennial Royalty may be further reduced by 1.75% by paying $1,500,000 to Centennial any time prior to the commencement of commercial production. If both of the first and second Centennial Royalty reductions are exercised, the Centennial Royalty may be further reduced by 1.75% by paying to Centennial $1,500,000 any time prior to the first anniversary of the date of commencement of commercial production.

1 The exact extent of the Centennial Royalty area of influence will depend on the location of the fee parcels, patented mining claims and unpatented mining claims on the ground and should be verified via a survey.

Mt. Hamilton Property Technical Report 30 November 10, 2025

4.1.4.2 Centennial Shell Lease

MH-LLC controls a 100% interest in the Ada Lode, Mack #3 Lode, Mack Fraction Lode and MC Lode unpatented mining claims located in Section 21 of Township 16 North, Range 57 East, Mount Diablo Meridian (the Shell Claims) pursuant to a Mining Lease Agreement dated February 27, 2006 (as amended) by and between Centennial as lessor and MH-LLC (as the successor to Augusta) as lessee (the Centennial Shell Lease). The Shell Claims are subject to a 4.5% NSR royalty on all minerals (the Shell Royalty). The Centennial Shell Lease also includes an area of influence that extends one mile surrounding the Shell Claims (the Centennial Shell AOI Royalty) but is subject to certain amending agreements which result in no portions of the Property currently being subject to the Centennial Shell AOI Royalty. The Centennial Shell Lease requires annual advance minimum royalty payments to the lessor (currently, Centennial) in the amount of $80,000. Advance minimum royalty payments are credited cumulatively against any production royalty payments due. As of December 31, 2025, MH-LLC has paid $1,400,000 in advance minimum royalty payments. At MH-LLC's option, the Shell Royalty rate may be reduced, at any time prior to the commencement of production, twice in increments of 1% for $500,000 each, and then twice in increments of 1% for $1,000,000 each. If each of the four incremental buydowns is exercised, MH-LLC will pay $3,000,000 in the aggregate to buy down the Shell Royalty from 4.5% to 0.5%, subject to inflation mechanisms in accordance with the Consumer Price Index.

4.1.4.3 Carrington Lease

MH-LLC controls a 100% interest in the Ada Fraction, AR 39-40, 42, 44, 53-56, 102-103, JC 11, 13-18, 20-22, 30-35, 40, JWP 1-6, 12, 19-23, 100, Mack Lode, May Lode and Venus Lode unpatented mining claims located in Sections 9, 10, 15, 16, 21, 22, 27 and 28 of Township 16 North, Range 57 East, Mount Diablo Meridian (the Carrington Claims) pursuant to a Mining Lease Agreement dated March 20, 2006 (as amended) by and between John E. Carrington as lessor and MH-LLC (as the successor to Augusta) as lessee (the Carrington Lease). The Carrington Claims are subject to a 4.5% NSR royalty on all minerals (the Carrington Royalty). In addition, the Carrington Lease includes an area of influence that extends one (1) mile surrounding the Ada Fraction, Mack Lode, May Lode and Venus Lode claims (the Carrington Claims AOI Royalty) but is subject to certain amending agreements which result in no portions of the Property other than the southern half of MH 94 and a small portion of MH 95 currently being subject to the Carrington AOI Royalty. The Carrington Lease requires annual advance minimum royalty payments to the lessor (currently, John Carrington) in the amount of $128,000 as of 2025, increasing by $2,000 each year. The annual advance minimum royalty payments made during the previous five-year period are credited cumulatively against any production royalty payments due. As of December 31, 2025, the cumulative annual advance minimum royalty payments MH-LLC has paid for the previous five years total $620,000. At MH-LLC's option, the Carrington Royalty rate may be reduced, at any time prior to the commencement of production, twice in increments of 1% for $600,000 each, and then twice in increments of 0.75% for $1,200,000 each. If each of the four incremental buydowns is exercised, MH-LLC will pay $3,600,000 in the aggregate to buy down the Carrington Royalty from 4.5% to 1.0%, subject to inflation mechanisms in accordance with the Consumer Price Index.

Mt. Hamilton Property Technical Report 31 November 10, 2025

4.2 Sufficiency of Surface Rights

The surface rights on the Property are either owned privately by MH-LLC (in the case of the fee parcels), or leased by MH-LLC from the private owner in the case of the patented mining claims, or controlled by MH-LLC (through ownership or lease of the applicable federal unpatented mining claims) in the case of public domain administered by the USFS or the BLM. All areas of proposed activities fall either on private land owned or leased by MH-LLC or on unpatented mining claims owned or leased by MH-LLC. MH-LLC's ownership and lease of the private land includes the right to use the surface of that land for access, mining, mineral processing and other related purposes as MH-LLC may desire. MH-LLC's use of the surface of the land within the unpatented mining claims it owns or leases is subject to approval by the USFS of a Plan of Operations and qualified by the terms of the Decision Notice for that document. Minor portions of the local access to the Property are administered by the BLM, which has authority to grant access rights as well as other mining-related rights relative to the land it manages. Overall, MH-LLC has or can routinely obtain all necessary surface use rights for the Property

4.3 Agreements, Royalties, and Encumbrances

4.3.1 Agreements

On August 26, 2010, Solitario Exploration & Royalty Corp. ("Solitario") signed a letter of intent with Ely Gold & Minerals ("Ely") to earn up to an 80% interest in the Property. In December 2010, Solitario and Ely formed MH-LLC. On August 25, 2015, Waterton Nevada Splitter, LLC ("WNS") acquired 100% of the membership interests of MH-LLC and on June 30, 2016 WNS sold 50% of the membership interests in MH-LLC to Waterton Nevada Splitter II, LLC ("WNSII").

On September 30, 2025, it was announced that Mako Mining and Sailfish entered into a binding term sheet to acquire the Mt. Hamilton Property through acquisition of MH-LLC pursuant to a purchase agreement dated September 27, 2025, and subsequently transferring MH-LLC to Mako Mining in exchange for a five-year gold stream and a 2% NSR on the Property from Mako.

Sailfish will acquire MH-LLC from arm's length party, Mt. Hamilton Holdings LLC for a purchase price of US$40 million in cash. Sailfish has received a commitment letter for a US$40 million non-revolving bridge finance facility (the "Wexford-Sailfish Loan") from affiliates of Wexford Capital LP ("Wexford"), the controlling shareholder of both Mako and Sailfish, to fund the cash component of the acquisition. Mako is not a party to the Wexford-Sailfish Loan and will not incur any direct payment obligations or liabilities in connection with such loan. Upon completion of this initial acquisition transaction, Mako has agreed to take over control of the Mt. Hamilton Property and all costs associated therewith, which costs are not anticipated to be material, and work expeditiously with Sailfish to complete the acquisition of MH LLC from Sailfish (Mako Mining Corp., 2025).

Mt. Hamilton Property Technical Report 32 November 10, 2025

Upon transferring MH-LLC to Mako Mining, Sailfish will receive: (i) a monthly gold stream for a period of 60 months, whereby Sailfish will purchase from Mako approximately 341.7 troy ounces of gold at a price equal to 20% of the London Bullion Market Association PM Fix price, but in any event not less than US$2,700 per ounce of gold and not more than US$3,700 per ounce of gold (the "Stream") and, (ii) upon completion of the Stream, a 2% NSR on all mineral production with respect to the Property for the life of the mine. Completion of the Disposition is subject to a number of conditions precedent, including, but not limited to entering into and formal approval of a definitive agreement (the "Disposition Agreement") and all ancillary matters related to the Disposition by Sailfish's Board of Directors upon the recommendation of its special committee and receipt of corporate, regulatory and third-party approvals, including disinterested approval of Sailfish's shareholders and acceptance of the TSX Venture Exchange (the "TSXV"). Upon execution of the Disposition Agreement, Sailfish will issue a subsequent news release containing details of the Disposition Agreement and any additional terms of the Disposition. Closing of the Acquisition is subject to customary closing conditions, including acceptance of TSXV. The Acquisition is an arm's length transaction. Closing of the Acquisition is anticipated to occur by November 30, 2025 (Sailfish Royalty Corp., 2025).

4.3.2 Royalties

4.3.2.1 GAMI (Monte) Royalty

Pursuant to an Option Agreement dated September 8, 2011, by and between Great American Minerals, Inc. (GAMI) and MH-LLC, GAMI retained a 3% NSR royalty on all gold and silver and a 2% NSR on all other minerals and ores produced from the Monte Claims (the GAMI Royalty). The GAMI Royalty also imposes an annual advance royalty payment of the greater of (i) $33,000 or (ii) the cash equivalent of 33 ounces of gold based on the average gold price for the 30 days preceding the payment due date. This advance royalty is payable each year until the first day of the month following expiration of the first consecutive three-month period within which milling or leaching (or other treatment) of ores produced from the Monte Claims has yielded concentrate of commercial doré. All advance royalties paid are recoverable as a credit against the GAMI Royalty. As of December 31, 2025, MH-LLC has paid $1,090,261.55in advance royalty payments. The GAMI Royalty is currently payable to Osisko Mining (USA) Inc. The GAMI Royalty rate can be reduced within one year after MH-LLC completes a bankable feasibility study or commences commercial production to 1% on all minerals by paying the royalty holder $2,000,000

4.3.2.2 Sandstorm Royalty

Pursuant to a NSR Royalty Agreement dated June 11, 2012, by and among Solitario, MH-LLC and Sandstorm Gold Ltd. (Sandstorm), and an Agreement Regarding Additional Property of the same date by and among the same parties, Sandstorm received or is entitled to receive a 2.4% NSR royalty on any gold and silver (or other products) mined from 266 of the Property's 302 unpatented mining claims, from all 9 of the Property's patented mining claims, and from the Henkle-Buchanan Parcel, which properties are located in various sections of Township 16 North, Range 57 East, Mount Diablo Meridian (the "Sandstorm Royalty").

Mt. Hamilton Property Technical Report 33 November 10, 2025

4.3.2.3 Henkle-Buchanan Royalty

Pursuant to a NSR Royalty Agreement dated January 27, 2012, by and between MH-LLC and Henkle-Buchanan Group (HBG), HBG received a 1.5% NSR royalty on the Henkle-Buchanan Parcel comprising the SE4 of Section 20, Township 16 North, Range 57 East, Mount Diablo Meridian (the Henkle-Buchanan Royalty).

4.4 Permits

Mt. Hamilton, LLC has all primary permits in place to construct and operate if applicable.

A list of major active permits is provided in Table 4.3. MH-LLC is in good standing with all of its regulatory obligations under the existing permits.

Table 4.3 Mt. Hamilton Property active permits.

Permit Number Agency
Plan of Operations: Centennial-Seligman Mine 09-13-01 U.S. Forest Service
Water Pollution Control Permit NEV2013103 Nevada Department of Environmental Protection-Bureau of Mining Regulation and Reclamation
Class I Air Quality Operating Permit AP1041-3500 Nevada Department of Environmental Protection-Bureau of Air Pollution Control
Mercury Operating Permit to Construct AP1041-3520 Nevada Department of Environmental Protection-Bureau of Air Pollution Control
Reclamation Permit: Buchanan-Admin (Private Land) 0361 Nevada Department of Environmental Protection-Bureau of Mining Regulation and Reclamation
Reclamation Permit: Centennial-Seligman Mine 0362 Nevada Department of Environmental Protection-Bureau of Mining Regulation and Reclamation
Reclamation Permit: Wheeler Ridge Exploration 0343 Nevada Department of Environmental Protection-Bureau of Mining Regulation and Reclamation
Right-of-Way: Access Road N-91288 Bureau of Land Management

Mt. Hamilton Property Technical Report 34 November 10, 2025

The Property lies within Little Smokey-Newark Valleys and Hot Creek-Railroad Valleys, two internally drained, closed hydrographic basins. MH-LLC controls a total of 886.4 acre-feet per annum (AFA), which is sufficient water rights to operate the Property. A list of the water rights held by MH-LLC is shown in Table 4.4.

Table 4.4 Water rights.

Application/Permit #

Owner

Duty (AFA)

Use

77236

Mt. Hamilton, LLC

11.2

Mining and Milling

77237

Mt. Hamilton, LLC

11.2

Mining and Milling

79971

Mt. Hamilton, LLC

242

Mining and Milling

81354

Mt. Hamilton, LLC

240

Mining and Milling

82796

Mt. Hamilton, LLC

382

Mining, Milling, and Dewatering

4.5 Environmental Liabilities

Phased reclamation cost estimates have been approved by the U.S. Forest Service and Nevada Division of Environmental Protection in the amount of $138,965. A bond has been posted with the appropriate agency in order to cover the estimated cost of the potential future reclamation.

A portion of the Property was mined in the 1990's by a previous operator and has been extensively reclaimed by the U.S. Forest Service. MH-LLC has no environmental liabilities related to this previous mining activity. No material environmental issues have been identified elsewhere on the property.

There are no other significant factors or risks that Mr. Turner is aware of that would affect access, title or the ability to conduct exploration and development work on the Property

Mt. Hamilton Property Technical Report 35 November 10, 2025

5 Accessibility, Climate, Local Resources, Infrastructure, and Physiography

5.1 Accessibility

The Mt. Hamilton Property is located within White Pine County, approximately equal distances from the communities of Eureka (to the west) and Ely (to the east). Access to the site from these communities is about an hour by car along paved and gravel roads. To access the site from U.S. Highway 50, travel approximately 10 mi south along White Pine County Road 5, then east along the Seligman haul road approximately 5 mi to the project site. All roads off U.S. Highway 50 are gravel, either one or two lane, and most cross land administered by the BLM or the USFS. Property scale roads are continuous through privately owned sections, of which all are owned by MH-LLC.

5.2 Climate

The climate at the Property is typical of the Nevadan high desert, with hot dry summers and cold snowy winters. On average, summers range between 80° and 90 degrees Fahrenheit (°F) (26 and 32 degrees Celsius (°C)), with highs in the low 100°s F (38°C), and nightly lows between 40° and 50°F (4° and 10°C). Winter highs range between 30° and 40°F (-1° and 4°C) and between 0° and 20°F (-18° and -7°C) for the nightly lows.

Most of the precipitation at the Mt. Hamilton Property is in the form of snowfall during the winter months, though some occur as spring rain and summer thunderstorms. For elevations above 7,000 ft, snow cover may be continuous from November through April. Therefore, drilling and exploration activities are typically conducted from June to October. With the use of road and snow-removal equipment to assist in road access, year-round access is possible.

5.3 Local Resources and Infrastructure

Ely, Eureka, and Elko, NV are three local communities which could provide support and resources to the Mt. Hamilton Property. Ely with a population of 4,000, is approximately an hour east of the Property and is the county seat for White Pine, and therefore houses all the land records and support material. Additionally, Ely serves as the primary support community for the Robinson Copper Mine just west of the town. Eureka, NV, population 610, is located approximately an hour west of the Property and serves as the local support community to the Ruby Hill Mine. Elko, NV, population 20,300, is located approximately three hours north of the Property and is a major supporting community to several mining operations in the area, including many along the Carlin Trend. Elko would be able to support most services and products necessary for an active exploration and mining operation.

The closest power source to the Property is located approximately 17 mi north of the project site off U.S. Highway 50. Four 2695 HP Generators are permitted for the project. Additionally, it may be possible to establish a share type agreement with the neighboring Fiore Gold Ltd. Gold Rock and Pan mines to the east.

Mt. Hamilton Property Technical Report 36 November 10, 2025

At the Property, cellular service is consistent across the site. Within a few areas of steep topography, the signal may be intermittent. No landline nor internet exists at site.

The main water well, known as the Seligman Well, was developed within Seligman Canyon. Based on previous operations, testing and analyses, the well can maintain a pumping rate of approximately 550 gallons per minute (gpm) with capacity for higher pumping rates over shorter periods. A backup well located in close proximity produces 200 gpm. A total of 875.2 acre feet per annum (AFA) of groundwater are permitted for use at the Property.

The local mining communities of Eureka and Ely, NV are potential sources for the labor force necessary to support an advanced project at the Mt. Hamilton Property. Both currently support active mining operations and have enough housing to accommodate future workers.

5.4 Physiography

The Mt. Hamilton Property resides within the Basin and Range Province, a physiographic province that spans much of Nevada and the western United States. The province is characterized by generally north trending steep linear mountain ranges punctuated by flat low-lying valleys or basins. The Property is located on the western flank of the White Pine Range. Topographic relief in the area ranges from approximately 6,500 ft above mean sea level (ASML) at the floor of Newark Valley, to 10,745 ft AMSL at the peak of Mount Hamilton. The Property site is at approximately 8,500 ft AMSL, though topography ranges from 8,200 to 9,600 ft AMSL within the main area. Mt. Hamilton Property is located off Seligman Canyon, one of several ephemeral drainages that cross the site.

Terrain in the Property area is rugged and steep; the average surface slope is 6% but may be as high as 10% near bedrock and near the base of the range. Drainages are abundant and are typically spaced approximately 100 ft apart.

The Property is located near the boundary between the scrublands at lower elevations and forest dominated vegetation at higher elevations (>7,000 ft AMSL). Prominent flora within the area include piñon and white pine trees at higher elevations, and sagebrush, saltbrush, rabbitbrush, junipers, and piñons pines at the lower elevations. The soil is well drained but poorly developed, and typically less than three feet thick. Additionally, caliche horizons when present, range between 3 and 9 ft below ground surface.

In the opinion of Mr. Turner, the Property is of sufficient size to accommodate potential exploration and mining facilities, including waste rock disposal and processing infrastructure. There are no other significant factors or risks that Mr. Turner is aware of that would affect access or the ability to perform work on the Property.

Mt. Hamilton Property Technical Report 37 November 10, 2025

6 History

6.1 Ownership

Phillips Petroleum Co. ("Phillips") acquired much of the area of the current Property in 1968. In 1984, Northern Illinois Coal, Oil and Resources Mineral Ventures, subsequently renamed Westmont Gold Inc. ("Westmont"), entered into a joint venture with Phillips and Queenstake Resources Ltd. to explore the Property for open-pit mineable gold-silver mineralization. The Property was transferred to Mt. Hamilton Mining Company ("MHMC", a Westmont subsidiary) after November 1993. Rea Gold Corp. ("Rea Gold") acquired MHMC in June 1994 but in June 1997 declared bankruptcy in Canadian Bankruptcy Court in November 1997. In 2002, the US Bankruptcy Trustee abandoned all of the unpatented mining claims by allowing them to lapse from failure to pay the annual claim maintenance fees. Centennial Minerals Company, LLC ("Centennial") staked claims covering the Centennial deposit in late 2002, and in 2003 purchased all of the patented mining claims and fee lands through a US Bankruptcy Court process. Augusta Resource Corporation ("Augusta"), through its 100% owned subsidiary Diamond Hill Minerals Ltd ("DHI"), acquired a leasehold interest in the Property from Centennial in late 2003. Under an agreement with Augusta dated November 15, 2007, Ivana Ventures Inc. ("Ivana") acquired 100% of the shares of DHI. Ivana changed its name to Ely Gold & Minerals ("Ely") in 2008. On August 26, 2010, Solitario Exploration & Royalty Corp. ("Solitario") signed a letter of intent with Ely to earn up to an 80% interest in the Property. In December 2010, Solitario and Ely formed MH-LLC.

6.2 Exploration History

Table 6.1 summarizes the ownership and exploration history of the Mt. Hamilton Property.  Limited documentation is available for the earlier work and ownership history of the area prior to about 1968. Location of geophysical, soil, and rock-chip sample surveys completed across the Property are shown in Figures 6.1 to 6.3, respectively.

Table 6.1 Mt. Hamilton Property history.

Year

Company

Summary of Exploration

1865

Unknown

• Gold discovered at Monte Cristo Springs in 1865.

• Silver discovered at Treasure Hill-Hamilton area in 1868.

1956

Unknown

• An unknown company completed four churn holes (1,720 ft).

1956-1989

Union Carbide Corp. ("Union Carbide")

• Conducted exploration for W-Cu-Mo mineralization.

• Drilled 72 core holes - including partial mud rotary and reverse circulation pre-collars (84,994 ft), and one mud rotary (1,240 ft).

1968-1982

Phillips

• Conducted exploration for W-Cu-Mo mineralization.

• Drilled 24 RC holes (9,050 ft), 51 core holes (80,981.5 ft), and one unknown hole type (275 ft).

• Conducted pre-feasibility study (historical) on the Mt. Hamilton Tungsten project.

Mt. Hamilton Property Technical Report 38 November 10, 2025

Year

Company

Summary of Exploration

1984-1993

Northern Illinois Coal, Oil and Resources Mineral Ventures ("NICOR") / Westmont

• NICOR renamed to Westmont Gold Inc. (Westmont). Westmont entered into joint venture with Phillips and Queenstake Resources Ltd to explore for open-pit mineable Au/Ag mineralization.

• 1989 Westmont identifies Seligman and Centennial Au/Ag deposits. 1993 property transferred to MHMC, a Westmont subsidiary.

• Drilled 338 RC holes (128,173 ft) and 37 core holes (12,852.7 ft).

• Historical resource estimate completed by Pincock, Allan and Holt.

• Conducted soil/rock sampling over property.

• Completed Feasibility Study Update in 1991 (historical).

1994-1997

Rea Gold

• Acquired MHMC and began production of Seligman deposit. Production ceased in June 1997 due to operational issues and low gold prices, and Rea Gold filed for bankruptcy (in Canada) in November 1997.

• MHMC forced into bankruptcy when the State of Nevada rescinded their cyanide permit.

• Drilled 507 RC holes (139,626 ft), six core holes (2,386 ft), and 10 conventional-BH holes (850 ft).

• Zonge conducted IP/Resistivity survey in 1994.

• Conducted additional soil/rock sampling.

• Mineral Resources Development Inc. (MRDI) completed 58 density determinations from four core holes.

• Mine Reserves Associates completed Model and Mine Planning report.

2002

US Bankruptcy Trustee

• Failed to pay annual claim maintenance fees for unpatented lode claims within Property. Claims lapsed.

2002-2003

Centennial

• Staked unpatented lode claims covering Centennial Deposit and purchased all patented mining claims and Fee lands though a US Bankruptcy Court process.

2003-2007

Augusta

• Acquired leasehold interest in property from Centennial through its 100% owned subsidiary Diamond Hill Minerals.

• Drilled six core holes (9,187.4 ft).

• Roscoe Postle Associates ("RPA") prepared NI 43-101 Technical Report for Augusta (Wallis et al., 2005).

Mt. Hamilton Property Technical Report 39 November 10, 2025

Year

Company

Summary of Exploration

2007-2008

Ivanna

(Ely Gold & Silver, Inc.)

• Acquired 100% of shares of Diamond Hill Minerals and changed name to Ely Gold & Minerals, Inc ("Ely" in 2008.

• Drilled five core holes (2,241 ft).

• RPA prepared NI 43-101 report for Ivana.

2010-2014

Solitario Exploration & Royalty Corp (Solitario)

• Signed Letter of Intent with Ely Gold to earn up to an 80% interest in Ely's Mt. Hamilton gold Property in August 2010. In December 2010 Solitario and Ely Gold enter into an LLC Operating Agreement and form Mt. Hamilton LLC (MH-LLC) which holds 100% of the Mt. Hamilton property assets. In November 2013 Ely Gold makes final payments pursuant to the Augusta Agreement.

• Drilled 48 RC holes (20,365 ft) and 26 core holes (12,049.9 ft).

• SRK completed a PEA on Centennial deposit in 2009 (SRK Consulting, 2009; historical), followed by a resource update on Centennial and Seligman deposits in 2012 (SRK Consulting, 2012; historical).

• SRK completed a feasibility study (historical) on Centennial and Seligman deposits in 2014 (SRK Consulting, 2014).

• SRK completed 22 bulk density determinations from nine core holes.

2015

Waterton Precious Metals Bid Corp

• Waterton Global Resources acquired the Mt. Hamilton Property from Solitario and Ely Gold in November of 2015. Waterton Nevada Splitter, LLC (WNS) acquired 100% of the membership interests of MH-LLC on June 30, 2016.

Source: MH-LLC (2021) 

Mt. Hamilton Property Technical Report 40 November 10, 2025

Figure 6.1 Location of 2004 geophysical IP/resistivity survey.

Mt. Hamilton Property Technical Report 41 November 10, 2025

Mt. Hamilton Property Technical Report 42 November 10, 2025

Source: MH-LLC (2021)

Mt. Hamilton Property Technical Report 43 November 10, 2025

Figure 6.2 Soil sample survey with Au grades.

Mt. Hamilton Property Technical Report 44 November 10, 2025

Mt. Hamilton Property Technical Report 45 November 10, 2025

Source: MH-LLC (2021)

Mt. Hamilton Property Technical Report 46 November 10, 2025

Figure 6.3 Rock samples with Au grades.

Mt. Hamilton Property Technical Report 47 November 10, 2025

Mt. Hamilton Property Technical Report 48 November 10, 2025

Source: MH-LLC (2021)

6.3 Production History

A summary of the known production history is provided in Table 6.2.

Table 6.2 Mt. Hamilton production history.

Year Company Comment
1868-1878 Unknown $20 to $40 million silver recovered from Treasure Hill ($25-$51 million)1
1995 Rea Gold 52,000 oz Au, 100,000 oz Ag
1996 Rea Gold 35,000 oz Au, 71,500 oz Ag
1997 Rea Gold 12,500 oz Au, 36,000 oz Ag
1 Calculated from average Au/Ag ratio between 1868-1878 of 16.32 with Au price of $20.67/oz (Officer and Williamson, 2020)   

Source: MH-LLC (2021)

6.4 Historical Estimates

The following text summarizes historical Mineral Resource and Mineral Reserve Estimates for the Property calculated by previous operators between 2005 and 2014 (Table 6.3). The historical MREs and reserves summarized in this section were calculated by Scott Wilson Roscoe Postle & Associates ("RPA") in 2008, and SRK Consulting ("SRK") in 2009, 2010, 2012, 2014 (Kaunda, 2012; Pennington et al., 2012, 2014).

The historical estimates summarized in Table 6.3 were prepared by previous operators in accordance with the version of the CIM Definition Standards for Mineral Resources and Mineral Reserves in effect at the time of resource estimation and disclosed in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects. However, most of the historical MREs and reserves were calculated prior to the implementation of the standards set forth in NI 43-101 and CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) and CIM Estimation of Mineral Resources & Mineral Reserves Best Practices Guidelines (November 2019). Mr. Turner has reviewed the information in this section, as well as that within the cited references, and has determined that it is suitable for disclosure.

Mr. Turner has not done sufficient work to classify any of the historical estimates discussed in this section as current Mineral Resources or Mineral Reserves. Mr. Turner has referred to these estimates as "historical resources" and the reader is cautioned not to treat them, or any part of them, as current Mineral Resources or Mineral Reserves. The historical resources summarized below have been included in this Report to demonstrate the mineral potential of the Property, and to provide the reader with a complete history of the Property. These historical resource estimates were not completed by Mako Mining or Sailfish. Mako Mining and Sailfish are not treating the historical estimates as current mineral resources.

A current Mineral Resource Estimate prepared in accordance with NI 43-101 and CIM guidance for Mt. Hamilton is presented below in Section 14 and supersedes the historical MREs summarized in this section.

Mt. Hamilton Property Technical Report 49 November 10, 2025

 

Mt. Hamilton Property Technical Report 50 November 10, 2025

Table 6.3 Historical resource and reserve estimates.

Author Year Cut-Off Grade (opt
Au)		 Tons ('000s) Grade (opt Au) Contained Au (oz) Grade (opt Ag) Contained Ag (oz) Resource
Classification		 Estimation Method Block Size (ft) Capping (opt Au) Sample Selection
(min, max, max per
hole)		 Comp-osite Length
(ft)		 Classification Range
RPA 20081 0.016 12,300 0.034 415,200 0.177 2,175,000 Inferred OK 25x25x10 0.36 (samples) Unknown 10 Inferred: > 50 ft from single hole with one composite
SRK 20092 0.009 760 0.039 29,640 0.130 98,800 Measured ID3 25x25x10 0.36 (samples) 2,8,2 10 Measured: <25 min 8 comps; Indicated: ≤ 90,  ≥ 2 comps; Inferred: <50, <2 comps
11,857 0.030 355,710 0.145 1,719,265 Indicated
12,617 0.031 385,350 0.144 1,818,065 Measured and Indicated
1,491 0.012 17,892 0.122 181,902 Inferred
SRK 20103 0.0065 823 0.037 30,000 0.129 106,000 Measured ID3 25x25x10 0.36 (samples) 2,8,2 10 Measured: <25 min 8 comps; Indicated: ≤ 90,  ≥ 2 comps; Inferred: <50, <2 comps
13,534 0.028 379,000 0.153 2,071,000 Indicated
14,357 0.029 409,000 0.152 2,177,000 Measured and Indicated
3,369 0.01 34,000 0.129 435,000 Inferred

Mt. Hamilton Property Technical Report 51 November 10, 2025

Author Year Cut-Off Grade (opt
Au)		 Tons ('000s) Grade (opt Au) Contained Au (oz) Grade (opt Ag) Contained Ag (oz) Resource
Classification		 Estimation Method Block Size (ft) Capping (opt Au) Sample Selection
(min, max, max per
hole)		 Comp-osite Length
(ft)		 Classification Range

SRK

2012

0.006

9234

0.032

29,300

0.155

142,700

Proven

Lerchs-Grossman pit optimization

 

 

 

 

 

21,6044

0.021

457,800

0.134

2,884,300

Probable

 

 

 

 

 

22,5274

0.022

487,100

0.134

3,028,200

Proven and Probable

 

 

 

 

 

9185

0.032

29,524

0.155

142,152

Measured

ID2

20x20x20

0.36 (samples)

3,2,2

20

M&I: Min 3 comps, Max 2 comps/hole; Inferred: Min 2 comps, Max 2 comps/hole

22,7325

0.022

497,330

0.132

3,010,471

Indicated

23,6505

0.022

526,854

0.133

3,152,624

Measured and Indicated

3,4545

0.018

60,859

0.079

273,457

Inferred

6,9506

0.022

154,388

0.097

676,665

Indicated

ID2

20x20x20

Skn/Ox - 0.50; Skn/Sulf - 0.27; All Intrusives - 0.10 (samples)

2,8,1

20

Indicated: min two drillholes, 100 ft; Inferred: Min one hole, 200 ft

3,7706

0.021

78,044

0.144

543,671

Inferred

Mt. Hamilton Property Technical Report 52 November 10, 2025

Author Year Cut-Off Grade (opt
Au)		 Tons ('000s) Grade (opt Au) Contained Au (oz) Grade (opt Ag) Contained Ag (oz) Resource
Classification		 Estimation Method Block Size (ft) Capping (opt Au) Sample Selection
(min, max, max per
hole)		 Comp-osite Length
(ft)		 Classification Range

SRK

20147,8

0.006

1,240

0.029

36,600

0.198

245,800

Proven

Lerchs-Grossman pit optimization

20x20x10

Varies by mineral domain from 0.06 to 0.56

Min (4,3,1) varied based on search ellipse range, 8, 1

10

Measured: ≤ 50 ft, min 3 comps from 3 holes; Indicated: ≤ 120, min 2 comps from 2 holes; Inferred: ≤ 350, min 1 comp

21,260

0.024

508,800

0.198

4,213,800

Probable

22,500

0.024

545,400

0.198

4,459,600

Proven and Probable

1,427

0.030

42,000

0.209

299,000

Measured

ID2

 

ID2

32,283

0.021

685,000

0.194

6,271,000

Indicated

33,710

0.022

727,000

0.195

6,569,000

Measured and Indicated

6,721

0.018

119,000

0.171

1,153,000

Inferred

1 Historical Resource for the Centennial deposit was based on assumptions of $5/ton trucking and processing costs, 75% metallurgical recovery, and $400/oz Au.

2 Historical Resources for the Centennial deposit contained within an economic pit. WhittleTM v.4.1.3 software used to generate a Lerchs Grossman pit optimization using US$ 750/oz Au, US$ 10/oz Ag, $1.75/ton mining, $3.50/t processing, $0.75/t G&A, 70% Au recovery, 40% Ag recovery, 5.5% NSR.

3 Historical Resources for the Centennial deposit contained within an economic pit. WhittleTM v.4.1.3 software used to generate a Lerchs Grossman pit optimization using US$ 900/oz Au, US$ 15/oz Ag, $1.75/ton mining, $3.50/t processing, $0.75/t G&A, 75% Au recovery, 40% Ag recovery.

4 Historical Reserves for Centennial deposit defined using WhittleTM pit optimization software at US$1,200/oz Au, US$ 20/oz Ag, average Au and Ag  recovery of 75%; operating costs of $1.75/t mineralized material mined, $1.61/t waste mined, $3.59/t mineralized material processed, and $0.72/t G&A. Source: Kaunda (2012)

Mt. Hamilton Property Technical Report 53 November 10, 2025

Author Year Cut-Off Grade (opt
Au)		 Tons ('000s) Grade (opt Au) Contained Au (oz) Grade (opt Ag) Contained Ag (oz) Resource
Classification		 Estimation Method Block Size (ft) Capping (opt Au) Sample Selection
(min, max, max per
hole)		 Comp-osite Length
(ft)		 Classification Range

5 Historical Resources for Centennial deposit contained within an economic pit. WhittleTM v.4.1.3 software used to generate a Lerchs Grossman pit optimization using US$ 1600/oz Au, US$ 40/oz Ag, $5.81/ton for mining, processing, and G&A, 75% Au recovery, 30% Ag recovery, 1% NSR. Source: Kaunda (2012)

6 Historical Resources for Seligman deposit contained within an economic pit. WhittleTM v.4.1.3 software used to generate a Lerchs Grossman pit optimization using US$ 1500/oz Au, US$ 20/oz Ag, $6.45/ton for mining, processing, and G&A, 70% Au recovery in skarn, 65% Au recovery in igneous, and 35% Ag recovery, 3.4% NSR. Source: Kaunda (2012)

7 Historical Reserves for Centennial and Seligman deposits combined. Lerch Grossman pit optimization based on US$ 1,300/oz Au, US$ 20/oz Ag, 76% Au recovery, 39% Ag recovery. Source: Pennington  et al. (2014)

8 Historical Resources for Centennial and Seligman deposits combined. Lerch Grossman pit optimization based on US$ 1,300/oz Au, US$ 19.60/oz Ag, 76% Au recovery, 39% Ag recovery, US$ 2.06/t mining cost for Seligman, US$ 1.64/t mining cost Centennial, US$ 4.95/t processing cost. Source: Pennington  et al. (2014)

Source: Compiled by APEX (2025)

Mt. Hamilton Property Technical Report 54 November 10, 2025

7 Geological Setting and Mineralization

7.1 Regional Geology

The Mt. Hamilton Property is located within the White Pine Mining District of the White Pine Range (Figure 7.1). The Property lies within the Basin and Range province of the western US, which is characterized by long narrow generally north-trending mountain ranges separated by long broad valleys.

The range is underlain by a thick sequence of Paleozoic strata consisting predominantly of shallow marine carbonate and clastic rocks ranging in age from Cambrian through Permian. Hose and Blake (1976) estimate the sedimentary section to be between 30,000 and 40,000 ft thick. The only exposures of plutonic rocks in the White Pine Range are two granitic stocks of Cretaceous age, the Seligman and Monte Cristo (Hose and Blake, 1976). Paleozoic strata are overlain locally by Tertiary volcanic rocks, volcaniclastic strata, and younger sedimentary rocks with variable thickness, up to a maximum of 7,000 ft. The Jakes and Newark alluvium valleys are located to the east and west of the White Pine Range, respectively.

The area has undergone several complex deformational events forming the north-striking Hoppe Spring anticline, along which the main portion of the deposit is located, and the Silver Bell anticline to the southwest (Myers et al., 1991).

7.2 Property Geology

The Property is located on the west-central flank of the White Pine Range. The Property is underlain by Cambrian to Permian carbonates, shales, and siltstones intruded by felsic stocks (Figure 7.2). The stratigraphic units include, from oldest to youngest, the Eldorado Dolomite, Geddes Limestone, Secret Canyon Shale, Hamburg Dolomite, Dunderberg Shale, and Windfall Formation (Figure 7.3). These units have undergone multiple deformation events, which included early fold-thrusting with development of open folds. Emplacement of Cretaceous stocks, Seligman and Monte Cristo, resulted in development of skarn and hornfels assemblages in the deformed sedimentary rocks. Late cross-cutting quartz monzonite to granodiorite dikes and sills are common within the area and are generally 3 to 30 ft thick (Putney, 1985).

The Seligman Stock is a medium-grained, hornblende-biotite granodiorite, elongate in a north-south direction within the axis of the Hoppe Spring anticline (Myers et al., 1991). The Monte Cristo stock, which was intruded along the margin of Silver Bell anticline to the southwest, is a biotite granite-porphyry approximately 2,400 ft in diameter (Putney, 1985, Myers et al., 1991). Putney (1985) also noted that sills and dikes are present peripheral to both stocks, and consist of dacite porphyry, quartz monzonite, diorite, and aplite.

Tertiary extensional faulting resulted in the formation of several orientations (north, northeast, and northwest) of high-angle normal faults within the Property area, which includes the range bounding White Pine fault to the west (Jones, 1984; Putney, 1985; Myers et al., 1991). 

Mt. Hamilton Property Technical Report 55 November 10, 2025

Alteration of host rocks varies from minor prograde to advanced retrograde skarn-type assemblages and silicification. Mineralization at Mt. Hamilton has been delineated in three main deposits known as Seligman to the north, Seligman Stock in the center, and Centennial to the south (Figure 7.2). Mineralization includes an early polymetallic phase associated with skarn development, predominantly a garnet-pyroxene-tremolite assemblage, which is overprinted by a later hydrothermal silica dominated event (Myers et al., 1991). Precious metal mineralization is predominantly associated with a younger event which may include epithermal/Carlin-type event. Redox states include both oxide and sulfide-bearing material.

Mt. Hamilton Property Technical Report 56 November 10, 2025

Figure 7.1 Regional geology map of the Property area.

Mt. Hamilton Property Technical Report 57 November 10, 2025

Source: MH-LLC (2021) modified after Horton (2017).

Mt. Hamilton Property Technical Report 58 November 10, 2025

Figure 7.2 Mt. Hamilton Property geologic map with deposit outlines.

Mt. Hamilton Property Technical Report 59 November 10, 2025

Source: MH-LLC (2021) modified after Humphrey (1960) and Kuntz (1996).

Mt. Hamilton Property Technical Report 60 November 10, 2025

Figure 7.3 Mt. Hamilton stratigraphy relative to the Seligman and Centennial deposits. 

Mt. Hamilton Property Technical Report 61 November 10, 2025

Mt. Hamilton Property Technical Report 62 November 10, 2025

Source: modified after Robinson (2020)

Mt. Hamilton Property Technical Report 63 November 10, 2025

Gold mineralization occurs within multiple horizons of the Cambrian section. The most prolific host rock at the Seligman deposit is skarn formed along the Dunderberg/Hamburg contact, with the thickest skarn intervals commonly in the vicinity of intersections between the Dunderberg/Hamburg contact and northeast to west-northwest striking normal faults. Within the Centennial deposit, the most prolific host rock is skarn and hornfels formed within the Secret Canyon Shale and Dunderberg Shale. Additionally, mineralization occurs within the endoskarn of the Seligman Stock at both deposits.

7.2.1 Stratigraphy

7.2.1.1 Cambrian

Eldorado Dolomite

The Eldorado dolomite is the oldest unit observed at the Property and is described by Jones (1984) and Putney (1985) from drill core. The unit is described as gray to white in color, medium- to coarse-grained stromatolitic dolomitic marble, which commonly contains serpentine veinlets, and stockwork pyrite-magnetite veinlets. Total thickness is unknown, but drilling has indicated a section at least 650 ft thick in the vicinity of the Monte Cristo stock (Sonnevil, 1979). When altered the Eldorado Dolomite forms thick seams of marble.

Geddes Limestone

The Geddes Limestone overlies the Eldorado Dolomite and consists of a medium to dark gray platy to massive limestone with minor argillite-siltstone partings and is commonly brecciated and silicified. Previous workers have indicated it varies in thickness from 6 to 195 ft south of the Monte Cristo stock (Sonnevil, 1979), and from 20 to 80 ft thick north of the stock (Jones, 1984). The Geddes Limestone is also not exposed at surface on the Property but has been described by Jones (1984), Putney (1985), and Sonnevil (1979) from drill core. When altered the Geddes Limestone forms thick marble sequences with wollastonite and tremolite seams.

Secret Canyon Shale

The Secret Canyon Shale is a series of repeating shale and limestone units divided into the lower Secret Canyon Shale, Secret Canyon Clark Spring Member, and upper Secret Canyon Shale (Nolan, 1956; Robinson 2019, 2020; Figure 7.3). The lower member is an approximately 1,300 ft thick uniform thinly bedded brownish argillaceous shale with little to no limestone. When altered, the lower unit forms massive banded green and white hornfels.

The lower unit grades into the middle Clark Spring member, which is a thinly bedded silty limestone with local clay partings. The thickness of this unit is highly variable but ranges from 70 ft to approximately 500 ft thick. When altered, the Clark Spring Member forms a series of coarsely crystalline marbles and heterogenous calc-silicate hornfels with fine white and green bands of diopside and zoisite. The contact between the two members is defined within the project area by a strong band of skarn alteration, which includes thick sequences of coarse garnets.

Mt. Hamilton Property Technical Report 64 November 10, 2025

The upper member is an approximately 500 ft thick, locally blocky, dark gray to black sequence of thinly bedded siltstone, sandstone, and minor shale. Within the project area, the upper member does not readily alter. The unit is the primary host for mineralization within the Centennial deposit.

Hamburg Dolomite

The Hamburg Dolomite is a light to dark gray, 900 ft thick, massive, relatively uniform, banded, and coarsely crystalline dolomite and limestone unit. Nolan et al. (1956) describes the unit as trilobite-bearing, though none have been observed within the Property area.

When altered the dolomite and limestone form very fine-grained, pale green, white, and brown, variably bleached marble with hornfels and skarn seams. Additionally, wollastonite and tremolite seams are locally common. This unit is the lower host rock for mineralized skarns within the Seligman pits.

Dunderberg Shale

The Dunderberg Shale conformably overlies the Hamburg Dolomite and is a distinctly banded gray to white bedded shaly limestone to calcareous platy siltstone. When altered, the limestone portions form skarn and marble and the siltstone portions form pyroxene or biotite hornfels with local garnet-pyroxene beds.

In most locations, the Dunderberg Shale can be distinguished from the underlying Hamburg Dolomite by pervasive banding, more abundant and localized skarn occurrences, less bleaching, and stronger oxidation, which occurs as light to medium brown iron oxide on weathered outcrops (Robinson, 2019). Most exposures of the Dunderberg Shale at the Property are of the lower 600 ft of the formation (Robinson, 2019).

Windfall Formation

The Windfall Formation conformably overlies the Dunderberg Shale within the northern portion of the Property area and disconformably overlies the Secret Canyon Shale in the southern portion of the area. The unit consists of thinly bedded blue gray, fine to medium crystalline, very calcareous limestone. Within the project area only the lower 300 ft of the unit is exposed. The unit contains pervasive laminations which are defined by variable chert and shaley to sandy partings. When altered the unit forms white blocky marble with wollastonite and tremolite seams.

7.2.1.2 Cretaceous Stocks

Two granitic stocks of Cretaceous age are present within the Property area, the Seligman and the Monte Cristo.

Seligman Stock

The Seligman Stock is a northwest-trending elongate intrusive of hornblende-biotite granodiorite composition with a surface exposure of approximately 3,600 by 2,000 ft (Putney, 1985). The stock is light gray to white, with dark brown biotite and hornblende phenocrysts. Texturally the unit is medium-grained, and equigranular to slightly porphyritic.

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Sills and dikes of an unknown age, ranging in composition from granodiorite to granite, with local dacite porphyry, quartz monzodiorite, diorite, and aplite occur proximal to the stock and laterally up to 1,800 ft distant (Putney, 1985). These unit range in thickness from 0.5 to 60 ft.

Potassium-argon age determinations on biotite from the Seligman Stock yielded dates of 106.6 ± 8 Ma (Sonnevil, 1979) and 104.5 ± 4 Ma (Putney, 1985).

Monte Cristo Stock

The Monte Cristo Stock is approximately 3,500 ft to the southwest of the Seligman Stock. It is a roughly circular steep-walled pipe-like body inclined steeply to the southeast with a diameter of approximately 2,400 ft, and is composed of biotite granite porphyry (Putney, 1985). The stock light gray to white in color, and consists of plagioclase, quartz, and biotite phenocrysts in a fine-grained groundmass of granular potassium feldspar and quartz. Intense stockwork quartz-potassium feldspar and quartz-sericite veins have obscured the original composition but it is classified as a granite based on modal mineral percentages (Putney, 1985). The unit has been dated at 101.2 ± 3.6 Ma (Putney, 1985).

Sills and dikes of an unknown age and of compositions ranging from granite porphyry, granodiorite porphyry, to biotite hornblende rhyodacite occur proximal to the stock (Putney, 1985).

7.2.1.3 Tertiary/Quaternary

The youngest units present on the Property are the Belmont Fanglomerate and Quaternary alluvium. The Belmont Fanglomerate is Tertiary in age, over 1,200 ft thick regionally, and consists of unsorted limestone pebbles and cobbles, and granitic debris (Humphrey, 1960). Quaternary alluvium occurs as local gravel deposits in Seligman Canyon (Putney, 1985). Within the Property area the Tertiary units are typically <100 ft if present at all.

7.2.2 Structure

Detailed surface mapping has been completed by Humphrey (1960), Kuntz (1996), and Robinson (2019). Detailed mapping by Robinson (2019) has defined a structurally complex history, which is outlined in Table 7.1

Table 7.1 Timing of structural events within the Property area.

Time Structural Event
Late Cambrian - Late Devonian
(Antler Orogeny 370-340 Ma)		 West-northwest-striking high-angle faults possibly locally rotated into east- and east-northeast-striking orientations.
North-northeast- and northeast-striking high-angle normal faults.
Open folds with axial surfaces that trend roughly to the northeast

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Time Structural Event
Post-Antler - Early Cretaceous
(340-104 Ma)		 Northeast-striking high-angle normal faults.
East-directed thrust faulting of Cambrian strata over younger Paleozoic strata.
Near-vertical, west-northwest- to east-northeast-striking possible tear faults formed during thrust faulting.
Formation of the north- to northwest-trending Hoppe Spring anticline and smaller sub-parallel folds.
Possible east-directed movement along a proposed small thrust fault interpreted to juxtapose upper Secret Canyon Shale over Dunderberg Shale in the south.
Early Cretaceous
(104-101 Ma)		 Emplacement of the Seligman and Monte Cristo Stocks.
Late Cretaceous - Eocene(?)
(101-33 Ma)		 Variable reactivation of northeast-striking high-angle normal faults.
Local low-angle normal faulting (bedding plane shear).
Eocene-Miocene(?)
(33-17 Ma)		 West-directed movement of low-angle normal fault that juxtaposed Windfall Formation over older Cambrian strata.
West-northwest- to east-northeast-striking high angle normal faults.
Northwest-striking high-angle faults.

Source: Robinson (2019)

The oldest structural features observed in the Property area includes east-dipping reverse faults to the east, and the near north-striking Hoppe Spring anticline and Silver Bell anticline and syncline (Figure 7.2). The Seligman Stock was emplaced with in the axial plane of the Hoppe Spring anticline, which is an open fold. These early deformation features are crosscut by the district-scale White Pine Fault that bounds the range on the west side (Figure 7.2). Humphrey (1960) estimates 8,000 to 15,000 ft of vertical displacement occurred along this fault on the western side of the range. Displacement along other faults within the Property area range from <150 to >650 ft (Robinson, 2019).

At the deposit-scale (Figure 7.4), structural observations have been based on cross-section interpretations, mapping of exposed rock in the Seligman pit walls and road cuts at Centennial. This work has been completed by De Long and Dennis (1991), Hembree (1996), and Robinson (2019).

7.2.2.1 Seligman Deposit

At Seligman the Hoppe Spring anticline strikes approximately north-northwest and plunges gently (15º) to the north. Hembree (1996) interpreted displacement in the form of shears along folded lithological contacts. These units are crosscut by high-angle northwest- to north-northeast-striking normal and left lateral faults, which are observed across the deposit (Figure 7.4). On the western side of the Seligman Stock these faults down drop units 10's to 100's ft to the west. Similarly, the normal faults down-drop the units to the east, on the eastern side of the stock, 10's to 100's of ft.

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7.2.2.2 Centennial Deposit

The Centennial deposit is located on the western limb of the Hoppe Spring Anticline with the metamorphic assemblage showing an apparent gentle dip to the east. The deposit contains a series of north-northwest striking high-angle faults that crosscut the formations and metamorphic assemblages (Figure 7.4). An east-striking high-angle fault is also interpreted in the southern portion of the deposit area. Displacement across the faults is interpreted to range from <5 up to 50 ft.

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Figure 7.4 Resource area geology with structural blocks separating the Seligman deposit to the north and the Centennial deposit to the south.


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Source: MH-LLC (2021)

7.2.3 Alteration

Alteration types observed within the Property area consists of hornfels/skarn assemblages (prograde through retrograde), porphyry-type, and epithermal alteration.

Hornfels-skarn assemblages form a concentric aureole, approximately 3.0 mi long by 1.5 mi wide, to the Monte Cristo and Seligman stocks (Myers et al., 1991; Burgoyne, 1993). The Seligman Stock margins are locally altered to endoskarn. Additionally, localized portions of the stocks have propylitic, potassic, and argillic alteration assemblages (Myers et al., 1991).

Within the Property area, shales and calcareous shales are altered to fine grained, pale green, diopside-quartz-potassium feldspar hornfels assemblages proximal to the Seligman stock. This assemblage grades outward to zones dominated by calcite-tremolite-diopside-potassic feldspar ± silica, followed by an outermost fine-grained biotite-quartz hornfels (Myers et al., 1991). Bleaching and silicification of shales occurs up to several hundred feet beyond the hornfels. Limestone layers within the shales are altered to medium-grained marble with occasional fine- to medium-grained tremolite and/or wollastonite seams. Garnet development is prevalent at the limestone-shale contacts (Burgoyne, 1993). More argillaceous limestone layers may contain fine-grained, isotropic garnet (Myers et al., 1991).

Skarn assemblages overprint and crosscut the hornfels. The transition is marked by increasing iron content in the pyroxene and the formation of andraditic garnet (Burgoyne, 1993).

Retrograde skarn assemblages occurred in two stages with the first and most common stage, Type 1, a higher temperature (>750ºF) assemblage, and Type 2, a lower temperature assemblage (Meyers et al., 1991). Type 1 is characterized by garnet replaced by quartz, calcite, and pyrite. A later, lower temperature (<750ºF) Type 2 assemblage is characterized by the replacement of garnet and pyroxene by quartz, epidote, iron oxides, actinolite, chlorite, and epidote (Myers et al., 1991). The Type 2 assemblage occurs as faulted controlled zones along lithologic contacts and adjacent to quartz veins.

Epithermal alteration within the project area varies in intensity and occurrence, and includes argillic, propylitic, and presence of quartz veins. Localized zones of argillic alteration occur along the margins of the stock, along faults throughout the stock, and in association with late dikes. Within the igneous units, argillic alteration is characterized by feldspar minerals altered to kaolinite and montmorillonite. Propylitic alteration is additionally associated with the intrusive units but is typically more pervasive than the argillic alteration. Propylitic alteration is characterized by mafic minerals of the stock and dikes altered to chlorite, epidote, and calcite. Quartz and calcite veins <1 to 2 ft thick and containing minor Au and Ag grade, are associated with the epithermal alteration and occur at the Seligman, Centennial, and the Seligman Stock deposits.

Late, massive, bull-quartz type veins ranging from <1 in up to 30 ft thick crosscut the earlier prograde and retrograde assemblages, and is interpreted as a late epithermal phase.

Seligman Deposit

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The Seligman deposit is characterized by a marble ± diopside hornfels ± tremolite/wollastonite assemblage. It is separated into an upper hornfels and upper skarn assemblages, which correlate broadly to the Hamburg Dolomite and Dunderberg Shale, respectively. The diopside-quartz-potassium feldspar hornfels assemblage is white to pale green and fine-grained. The pyroxene-garnet skarn assemblage is red to green and varies from fine to coarsely laminated. White to grey quartz ± sulfide-sulfosalts veins and breccias that range in width from a few inches to several feet are reportedly continuous within the deposit (MRDI, 1996).

Epithermal alteration is less pervasive and more localized within the Seligman deposit than within the Stock or Centennial deposits. Argillic alteration is moderate and pervasive along the margins of the Stock and within the late dikes. Propylitic alteration is more pervasive than the argillic alteration but is still primarily localized to the late dikes and stock margins. Minor massive quartz and calcite veins (<1 to 2 ft thick), occur within the igneous units, associated with faults zones, and crosscut the hornfels and skarn assemblages.

Centennial Deposit

The Centennial deposit consists of a diopside-rich upper hornfels assemblage underlain by a retrograde lower skarn unit, termed the lower hornfels and lower skarn (relative to the two upper horizons at Seligman, Figures 7.5 and 7.6). Although protolith has been obscured by metamorphism/alteration, the hornfels and skarn packages are interpreted to broadly correlate to the Dunderberg Shale and Secret Canyon Shale, respectively. The diopside-rich hornfels is buff to green in color with fine lamination and bedding. The skarn is red and green in color and composed of garnet ± actinolite/tremolite ± pyroxene. Silica alteration and white to grey quartz ± sulfide-sulfosalts veins and breccias that range in width from a few inches to several feet are also observed.

Epithermal alteration is slightly more pervasive within the Centennial deposit than the Seligman deposit but remains localized to the intrusive units. Argillic alteration is moderate to intense along the margins of the Stock and within late dikes. Propylitic alteration is more pervasive than the argillic alteration but is still primarily localized to the late dikes and stock margins. Massive quartz veins and minor calcite veins (<1 ft thick) occur throughout the stock, associated dikes, and within the hornfels and skarn units.

Seligman Stock (Igneous)

The earliest porphyry-style alteration assemblage at Seligman Stock includes the occurrence of a weakly developed bronze, shreddy biotite (potassic) that has replaced primary, euhedral biotite (Myers et al., 1991). A quartz-sericite-pyrite (argillic) assemblage is observed on the northwest side of the stock (Myers et al., 1991). Mafic and occasionally plagioclase minerals are replaced by a chlorite epidote calcite assemblage (propylitic). A weakly to moderately develop quartz stockwork is also observed within road cuttings of the Seligman Stock.

Many of the dikes and sills are altered with an endoskarn assemblage consisting of albite orthoclase quartz epidote garnet-pyroxene and minor retrograde assemblage consisting of actinolite and/or chlorite (Myers et al., 1991).

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Epithermal alteration is more pervasive and less localized within the Stock deposit than within the Seligman or Centennial deposits. Argillic alteration is intense, pervasive, and occurs throughout the Stock. Propylitic alteration is additionally pervasive, though less intense than the argillic alteration. Massive quartz and calcite veins (<1 to 2 ft thick) are abundant throughout the stock. Argillic and propylitic altered felsic to mafic dikes crosscut the stock.

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Figure 7.5 Cross section of the Seligman deposit with drillholes, mineralization, redox, and Au grade.

Source: MH-LLC (2021)

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Figure 7.6 Cross section of the Centennial deposit with drillholes, mineralization, redox, and Au grade.

Source: MH-LLC (2021)

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7.3 Mineralization

Mineralization at Mt. Hamilton is characterized by an early polymetallic molybdenum (Mo) - copper (Cu) - tungsten (W) ± Au-Ag skarn-related phase and a late Au-Ag epithermal overprint. Gold-silver mineralization at Mt. Hamilton occurs within a broad north-trending zone of anomalous gold and is hosted in three contiguous deposits known as Seligman, Seligman Stock and Centennial. Combined mineralization spans an area approximately 5,800 ft long and 2,000 ft wide, and ranges from exposed at surface to 730 ft below surface.

High- and low-angle faults along with skarn assemblages developed along lithologic contacts are the main controls to mineralization. Gold and silver are predominantly hosted within garnet-pyroxene, pyroxene-tremolite-quartz-potassic feldspar-calcite assemblages and quartz veins (Meyers et al., 1991). Dominant sulfide minerals include pyrite, arsenopyrite, molybdenite, chalcopyrite, scheelite, and galena.

The Seligman, Stock, and Centennial deposits demonstrate strong geochemical zonation of downhole and soils data. The Seligman deposit transitions from a more proximal zonation of Cu, lead (Pb), zinc (Zn), bismuth (Bi), antimony (Sb), Mo to a more distal arsenic (As), Au, and Ag zonation. Similarly, the Stock is concentrically enriched in Pb, Bi, Sb, Mo, Cu, As, Au, and Ag. The Centennial deposit displays a concentric zonation of elevated W, Bi, Zn, Pb, Sb, As, Mo, Cu, Au, and Ag, with smaller satellite zones of enriched Ag and Au to the south.

Gold occurs as free gold, in association with sulfide minerals (pyrite and arsenopyrite), in association with oxide minerals (hematite and goethite), disseminated with clay, and encapsulated within quartz (Paster; 1988, 1989, and 1990).

Myers et al. (1991) observed that sulfide-sulfosalt bearing quartz veins cut both the skarn and stock and are closely associated with retrograde skarn zones. The veins vary in thickness from <1 to 30 ft and are continuous over an area measuring 2,000 by 4,500 ft. These quartz veins may be Au-Ag bearing and contain sphalerite, galena, pyrite, covellite, bornite, stibnite, chalcopyrite, iron oxides, and minor tetrahedrite, bournonite and jamesonite.

Seligman Deposit

The mineralization at Seligman is laterally continuous and spans an area approximately 3,400 ft long, 2,000 ft wide and extends to a depth of 530 ft, though it is more commonly <100 ft below surface. The deposit has an overall shallow plunge (15º) to the north.

Mineralization is interpreted to be controlled by skarn developed along the contact between the Hamburg Dolomite and Dunderberg Shale and by high-angle faults. Mineralized skarn thicknesses delineated by drilling within mineralized zones vary from approximately 3 to 500 ft, with the thickest skarn intervals occurring at intersections between the Dunderberg-Hamburg contact and northeast- and west-northwest-striking faults.

Centennial Deposit

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Gold-silver mineralization at Centennial is laterally continuous and spans an area of 2,400 ft long, 1,600 ft wide, and extends to a depth of 730 ft below surface. Mineralization is hosted by skarn and hornfels units within the Secret Canyon and Dunderberg Shale. Gold-silver mineralization is typically associated with a sub-horizontal (10º to 20º), laterally continuous, highly oxidized, and variably silica altered and brecciated zones along low-angle structures. The zone has a shallow dip to the south-southeast and has been interpreted to be controlled by a low-angle structure by previous workers (Myers et al., 1991; Humbree, 1996). These zones are dominated by goethite-quartz assemblages and represent "Type 2" retrograde alteration of Myers et al. (1991).

The favorable host for gold-silver mineralization is skarn developed within the Dunderberg Shale, Hamburg Dolomite and the Secret Canyon Shale. Intense mineralization typically occurs at the contact between the different units.

Myers et al. (1991) notes that Au mineralization at Centennial consists of two types. The first is predominantly low-grade gold (<0.03 oz/ton Au) associated with garnet-pyroxene zones containing up to 5% fine grained pyrite (or iron oxides) with trace arsenopyrite. The second type ranges from low (<0.03 oz/ton Au) to high grade (>1.0 oz/ton Au) and is associated with retrograde assemblages. This style hosts the majority of high-grade material at Centennial. Polished thin section studies of mineralized material conducted by Westmont concluded that gold is generally <2 µm in diameter (MRDI, 1997). Widespread but variable silver values are also present in quartz-sulfide-sulfosalt veins within the faults (MRDI, 1997).

Seligman Stock (Igneous)

Gold-silver mineralization within the Seligman Stock is laterally continuous over an area approximately 4,200 ft long, 1,400 ft wide, and on average extends to a depth of 450 ft below surface. Mineralization is hosted within the endoskarn, along structures, veins, and breccias within the main stock. The mineralized zone transitions from sub-horizontal in the northern portion of the stock, to shallowly (25º) dipping east in the central portion, to shallowly dipping west (10º to 15º) in the southern portion. The deposit has an overall shallow plunge (15º) to the north.

7.4 Redox

The dominant redox zones observed include oxide and sulfide zones. The oxide zone is characterized by hematite (red), limonite (orange), goethite (black), and minor jarosite. Oxidation is strongly controlled by stratigraphy and faulting throughout the Property. The oxidation horizons/seams range from <10 to 100's of ft thick, are laterally discontinuous, and are concentrated along fault intersections and areas of increased permeability. The depth of the oxide zone ranges from 0 to 1,600 ft below surface. Iron oxides comprise up to 5% of the rock mass.

The sulfide zones are characterized by the presence of pyrite and arsenopyrite, with minor amounts of galena, sphalerite, and molybdenite. The sulfide zones are typically associated with unoxidized portions of faults and/or bedding planes, and with the late cross-cutting quartz veins. Minor transition zones occur where incomplete oxidation of the sulfide zones has occurred.

Cyanide solubility within the modelled oxide zone shows a minimum value of 0.03, a maximum value >1, and an average of 0.73, based on 3,914 valid pairs and a capping of 1.

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Sulfur data within the modelled oxide zone shows a minimum value of 0.005%, a maximum value of 0.52%, and average 0.06% S based on 180 values.

A combined redox relogging and digitization program was undertaken by APEX and MH-LLC from 2019 to 2020. In total, 820 drillholes were relogged or digitized for oxidation and sulfide data and imported into the redox database. Of these, 521 composited drillholes within the resource area were utilized during modeling. Digitization of the historical logs focused on oxidation color, oxide minerals, sulfide minerals, quartz veins, and base metal minerals. Redox information was taken from the mineralogy, comments, and graphic portions of the logs. The database was simplified into an oxide present (1), sulfide present (0), or both oxide and sulfide present (0.5) classification.

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8 Deposit Types

The mineralization and alteration identified within the Property area are interpreted to reflect development of a Cretaceous polymetallic skarn deposit with a late overprinting hydrothermal silica vein system of an unknown age but interpreted to be Eocene in age. At least two stages of gold-silver mineralization took place at the Property (Meyers, 1991). The first is associated with the emplacement of the Cretaceous stocks and skarn formation (Seligman and Monte Cristo stocks). The second is a late-stage cross-cutting hydrothermal sulfosalt-bearing quartz vein event. Gold and silver mineralization is interpreted to be associated with both the early skarn event (along with W-Cu-Mo), and the later hydrothermal overprint event interpretated to be contemporaneous with Carlin/epithermal-style deposits within the district.

8.1 Mineralization Characteristics

8.1.1 Characteristics of Precious Metal Skarns

Precious metal skarn deposits have been described by Enaudi et al. (1981), Enaudi and Burt (1982), Blake et al. (1984), and Theodore et al. (1991); Meinert (1992), Hammarstrom (1997), and Ray and Webster (1997). Examples include Fortitude, Surprise, McCoy and Buffalo Valley (Nevada, U.S.), Nickel Plate (BC, Canada), and Red Dome (Queensland, Australia).

Skarn deposits span a broad range of geologic characteristics and formational environments but are generally defined by their distinct suite of gangue mineralogy and metasomatic origin (Einaudi and Burt, 1982). Skarns are defined by Hammarstrom (1997) as "…coarsely-crystalline metamorphic rocks composed of calcium-iron-magnesium-manganese-aluminum silicate minerals (commonly referred to as "calcsilicate" minerals) that form by replacement mainly of carbonate-bearing rocks during contact or regional metamorphism and metasomatism".  Key characteristics of skarn deposits are summarized in Table 8.1.

Skarns are host to a wide range of economic commodities, including Au, Fe, W+Mo+Cu, Cu, Zn+Pb+Ag, and Sn+F+W (Theodore et al., 1991). Gold-bearing skarns are generally calcic exoskarns associated with intense retrograde hydrosilicate alteration and may contain economic amounts of numerous commodities including Cu, Fe, Pb, Zn, As, Bi, W, Sb, Co, Cd, S, as well as Au and Ag (Myers et al., 1991 Theodore et al., 1991; Hammarstrom, 1997). Most gold-bearing skarns are found in Paleozoic and Cenozoic orogenic-belts and island-arc settings and are associated with felsic to intermediate intrusive rocks of Paleozoic to Tertiary age (Theodore et al., 1991). Age ranges for Au-bearing skarns are generally Mesozoic or Tertiary (western North America) but may be as old as early Paleozoic to late Paleozoic (Theodore et al., 1991).

Host rocks of skarn deposits are commonly calcareous limestone and shales, but may also include sandstone, granite, basalt, and komatilites (Meinert, 1992). Mineralization typically includes native gold, electrum, pyrite, pyrrhotite, chalcopyrite, arsenopyrite, sphalerite, galena, bismuth minerals, magnetite, and hematite (Hammarstrom, 1997). Gangue mineralogy typically includes garnet (andradite-grossular), pyroxene (diopside-hedenbergite), wollastonite, chlorite, epidote, quartz, actinolite-tremolite, and/or calcite (Theodore et al., 1991; Myers et al. 1990). Median grades and tonnage for gold-rich skarns are ~0.25 oz/ton Au, 0.15 oz/ton Ag, and 213,000 tons (Theodore et al., 1991).

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The size of Au-skarns is highly variable and dependent on the size of the mineralizing intrusive, presence of primary structures, favorable host rocks, and impermeable barriers to fluid flow. In some systems, the overall size is enhanced by primary structures, which creates increased permeability for fluid flow.

Table 8.1 Key characteristics of skarn deposits.

 Formation Primarily hosted by carbonate rocks (e.g. limestone, dolomite, calcareous sediments)
Depth of formation controls size, geometry, and alteration type
Large range of formation depths - from near-surface to depths of 6 to 7.5 mi
Forms in stages relative to fluid temperature changes
Forms in association with other intrusion-related deposits and/or other skarn type deposits
 Mineralogy Mineralogically zoned
Mineralogy typically includes pyrite or pyrrhotite, sulfide minerals, and calcsilicate and carbonate gangue minerals
Coarsely crystalline
May be barren or include variable amounts of base and precious metals
 Source Epigenetic and associated with high-temperature fluids (>250°C)
Associated with igneous activity: plutons or batholiths
Related to hydrothermal systems
Forms through isochemical contact metamorphism, followed by prograde metasomatic alteration, then retrograde alteration of earlier mineral assemblages

Source: Hammarstrom (1997) after Meinert (1992).

Alteration haloes surrounding gold skarns are also variable in size from very restricted to several miles from the mineralizing intrusive. Wallrock alteration in gold-skarns consists of metasomatic, anhydrous calcic skarn assemblages typically superposed on preceding contact-metamorphic assemblages (Theodore et al., 1991). This is followed by a hydrous phase paragenesis, consisting of abundant sulfide and/or magnetite deposition in most deposits. Some deposits show a lateral gradation with subsequent replacement of wallrock by jasperoid (Wolfenden, 1965, cited in Theodore et al., 1991). Gold-bearing skarns are typically zoned from marble, wollastonite, diopside-hedenbergite, and grossular-andradite, which may exhibit retrograde tremolite-actinolite-epidote-chlorite assemblages (Figure 8.1; Meinert, 1992; Theodore et al., 1991; Hammarstrom, 1997).

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Figure 8.1 Generalized cross-section of a skarn deposit and alteration halo

Source: Meinert (1992)

8.1.2 Characteristics of Carlin-type Deposits

Hofstra and Cline (2000) define Carlin-type gold deposits (CTDs) as epigenetic, disseminated, auriferous pyrite deposits that are predominantly characterized by carbonate dissolution, argillic alteration, sulfidation, and silica alteration typically calcareous sedimentary rocks. CTDs have been classified by depth as shallow forming (≤1.2 mi below the paleosurface), and deep forming (≥1.2 mi below the paleosurface) (Ressel at al., 2015). Shallow forming CTDs typically have a higher silver content than deeper forming CTDs, lower Au/Ag ratios (compared to typical ranges of 3-20), low gold grade, abundant chalcedonic quartz, and a greater portion of silicification of host rock by volume (Hofstra and Cline, 2000; Nutt and Hofstra, 2003; Ressel et al., 2015).

Key characteristics indicative to Nevada CTDs include pre-Eocene structural and stratigraphic architecture, proximity to regional thrust faults, high-angle northwest to northeast and/or low-angle structures control mineralization, proximity to coeval igneous rocks, and post mineralized material oxidation (Cline et al., 2005). Nevada CTDs are primarily Eocene in age that predominately formed between 42 and 36 Ma (Cline et al., 2005; Ressel et al., 2015). Host rocks are typically carbonaceous silty limestones and limey siltstone, which contain reactive pyrite (Cline et al., 2005).

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Alteration of CTDs includes decarbonization, argillization of silicates, and silicification with late calcite and quartz veins (Hofstra and Cline, 2000). Supergene oxidation (post mineralization) is common to CTDs and is crucial in increasing the amenability of Au to the recovery process and creating supergene enrichment (Hofstra and Cline, 2000; Cline et al., 2005).

Mineralization typically occurs within reactive lithologies along the convergence of folds, faults, and at the crest of anticlines (Hofstra and Cline, 2000; Rhys et al., 2015). Gold occurs as microscopic precipitates in conjunction with pyrite (Hofstra and Cline, 2000). Gangue mineralogy is dominated by quartz ± calcite ± orpiment ± realgar ± stibnite ± pyrite ± marcasite, along with various late-stage oxide minerals (Hofstra and Cline, 2000). Trace and pathfinder elements include As, Sb, Tl, Hg, Ag, ± W (Hofstra and Cline, 2000). Shallowly forming CTDs may have additional trace element enrichments of Mo and Se (Ressel et al., 2015).

8.1.3 Characteristics of Epithermal Style Mineralization

Epithermal systems are hydrothermal deposits that are normally formed in relatively shallow environments (<0.6 mi below the water table) from low temperature fluids (100 to 320ºC) that originate from meteoric, magmatic or a combination of these sources. However, Epithermal and "sub-epithermal" mineralization can also occur at greater depths in closer proximity to the primary intrusion. Epithermal systems generally are intrusive-related precious metal mineralizing systems, often related to porphyry-type mineralization systems, and exhibit a spectrum of characteristics that are largely dependent upon their proximity to the primary mineralizing system or intrusion. Epithermal systems include (generally from proximal to distal): high sulfidation, intermediate sulfidation, and low sulfidation (Figure 8.2).

8.1.3.1 High Sulfidation Epithermal Mineralization

High sulfidation systems generally form immediately above or adjacent to porphyry intrusions. Alteration surrounding high sulfidation systems is typically composed of a mineralized core of vuggy quartz-alunite, hosted in advanced argillic alteration (alunite, kaolinite, dickite, pyrophyllite, and diaspore). Advanced argillic alteration grades outward into surrounding argillic alteration (kaolinite-illite) and distal propylitic alteration (chlorite, epidote, calcite). Mineralization in high sulfidation systems is variable but exploration is generally targeting Au-Ag-Cu. Other important associated elements include As, Sb, Bi, Pb, Te, and Pb. Typically, sulfide mineralization is precipitated in the open spaces within the "vuggy quartz" zone that transitions into more discrete lode veins at depth in the transition to the porphyry environment (Cooke et al., 2016, Cooke and Hollings, 2017, Sillitoe, 2010).

8.1.3.2 Intermediate Sulfidation Epithermal Mineralization

Intermediate Sulfidation systems are typically vein type deposits that are formed in shallow environments (<0.6 mi below the water table) from near-neutral fluids at intermediate temperatures (100 to 320ºC), in the surface to moderate depths. They generally form closer to porphyry center than do low sulfidation systems and can form from both magmatic and meteoric fluids. Alteration surrounding intermediate sulfidation systems is typically sericite or sericite-chlorite on the contact with mineralization. Sericite typically grades into propylitic alteration on the margins. Typical mineralization in intermediate sulfidation systems consists of veins with Au-Ag-Pb-Zn-Cu with minor Mo, As, and Sb (Cooke and Hollings 2017, Sillitoe and Hedenquist, 2003).

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8.1.3.3 Low Sulfidation Epithermal Mineralization

Low sulfidation epithermal mineralization are vein type deposits that form at shallow levels (<0.6 mi below the water table) from dominantly meteoric fluids with neutral to near neutral pH and low temperature (100 to 320ºC). Banded veins, drusy veins, crustiform veins, and lattice textures are common. Low sulfidation deposits typically have gold-silver mineralization sometimes with banded adularia, sericite, rhodonite, rhodocrosite. Alteration in these systems is often sericite-illite proximal to mineralization grading to illite-smectite and to chlorite ± epidote ± calcite alteration on the outer margins of the system. Mineralization in low sulfidation systems generally consists of Au ± Ag with minor Zn, Pb, Cu, Mo, As, Ab, and Hg (Cooke and Hollings, 2017, Sillitoe and Hedenquist, 2003).

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Figure 8.2 Conceptual model of the porphyry and epithermal systems.

Source: after Sillitoe (2010).

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8.2 Applicability

8.2.1 Applicability of Gold-skarn Model at Mt. Hamilton

Mt. Hamilton has many features typical of gold-skarn deposits (Sonnevil, 1979; Jones, 1984; Putney, 1985; Myers et al., 1990; Theodore et al., 1991; and Robinson, 2019, 2020). These include:

• Proximity to other mineral deposits with similar skarn/hornfels assemblages and age, including the Archimedes/Ruby Hill and Robinson.

• Spatial association with intermediate to felsic calc-alkalic intrusive of Cretaceous age.

• Extensive alteration halo (1.0 by 3.0 mi).

• Mineralization hosted in calcareous shales and carbonates.

• Typical metal suite of W, Mo, Cu, Au, Ag, Bi, Te, As, Sb, Pb, and Zn.

• Early isochemical contact-metamorphic alteration of sediments to hornfels followed by a metasomatic stage resulting in skarn formation.

• Skarn zoned from a garnet-dominant assemblage proximal to the intrusive, outwards to garnet-pyroxene skarn, and distal calcite-diopside-quartz-potassic feldspar-tremolite skarn.

• Precious metal mineralization related to oxidized-hydrous retrograde alteration of garnet-pyroxene skarn consisting of goethite, quartz, minor epidote, and calcite.

• Mineralizing fluids ranged from approximately 250 to 600°C.

Based on the common mineralogical, alteration, formational, and geologic characteristics of Mt. Hamilton, it is reasonable to apply the gold-skarn deposit model to guide future exploration of the Property.

8.2.2 Applicability of Carlin-type Model at Mt. Hamilton

In addition to the skarn mineralization observed at Mt. Hamilton, the Seligman and Centennial areas both display typical features of a potential Carlin-type overprint. These include:

• Proximity to other CTDs of similar type and age, including the Pan, Gold Rock, Green Springs, Griffon, Illipah, Ruby Hill and the Alligator Ridge.

• Au/Ag for the resource area (oxide and sulfide) is 0.30, 0.22 for sulfide only, and 0.33 for oxide only. All of which are well below the average range for deep CTDs and within the range of other shallow CTDs. E.g., Emigrant Mine oxide and sulfide is 0.19 while sulfide only is 0.32 (Ressel et al., 2015).

• The Project area is situated at the confluence of regional thrust faults, and both high and low angle faults of favorable orientations.

• Mineralization is located along folds, faults, and broadly within the crest of the Hoppe Spring anticline.

• Alteration includes argillic and silicic associated with quartz and calcite veins.

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• The deposit is enriched in As, Sb, W, and Mo.

Given the common similarities of the late Au-bearing overprint at Mt. Hamilton to Carlin-type mineralization, it is reasonable to apply the CTD model to potential future exploration of the Project. Additionally, shallow CTD style mineralization may be used as a vector in exploration for deeper, classic style Carlin-type mineralization (Ressel et al., 2015).

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9 Exploration

Exploration at the Mt. Hamilton Property has consisted of rock-chip sampling, soil sampling, mapping, drilling, geophysical surveys, and mining. Historical production and exploration are summarized in Section 6. Exploration activities conducted by MH-LLC are summarized below, while historical drill programs are presented in Section 10.

9.1 Grids and Surveys

The Property mine coordinate system was established during mining and exploration prior to the 1990's and remains in use. The system is based on the Nevada State Plane, East Zone projection, 1927 North American Datum. Northing coordinates in the mine grid system are one million less than the Nevada State Plane coordinates with no other transformations. Coordinate system units are feet unless otherwise specified.

9.2 Geological Mapping

MH-LLC contracted J.P. Robinson in September 2019 to conduct a surface geological mapping of the mine site area and adjacent exploration area. Conclusions are summarized below:

• The strongest gold mineralization occurs in skarn zones that intersect or interact with younger gold-bearing silicified breccias with quartz veins. That supports similar conclusions reported by SRK in 2014 (Pennington et al., 2014).

• Untested sections of Dunderberg Shale above the Hamburg Dolomite, primarily in the NES block, are viable exploration targets without additional data. Skarn development occurs along the Dunderberg/Hamburg contact across the northern portion of the Property. 

• The stratigraphic section with the strongest exploration potential to find gold deposits that are analogous to the Seligman deposit occurs to the west of the NES pits. The section of Dunderberg crops out along the main road to the west interpreted to be the upper portion of the favorable host-rock section.

• On the western perimeter of the NES deposits, several road cuts display zones of strong faulting, alteration, and dike intrusion. A few rock chip samples were obtained from this area and contained anomalous gold. These road cuts display some of the strongest structural preparation for mineralization in the mapped area.

• The Centennial deposit appears to be a southern continuation of the NES-5 Pit. There are approximately 1,150 lateral ft of alluvium, mine disturbance, and granodiorite between the two gold occurrences. This suggests that a continuation of the mineralized zones in the Centennial resource and NES-5 pit is displaced, probably to the east, and/or buried in the area between.

• In the eastern Centennial Block, the black siltstone unit appears to be stratigraphically above the Clark Spring hornfels. In theory, the hornfels and underlying skarn that is displayed further west could be present at depth.

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• In the east-central part of the Southeast Block, mineralization most commonly occurs as relatively thin, less than 10 ft wide, quartz veins/breccia zones in siltstone. In some locations, subparallel veins occur at approximately 65 ft spacing across a width greater than 330 ft.

• Farther south in the Southeast Block, several small workings occur on skarn deposits at the base of local thin-bedded "zebra banded" marble.

9.3 Geochemical Sampling

In 2019, MM-LLC geologists collected 14 rock chip samples from various lithologies and structures for Au and multi-element analyses (Figure 9.1). Gold values ranged from below detection limit in an argillic altered felsic dike up to 2.68 ppm (or 0.078 oz/ton) in moderately oxidized brecciated garnet skarn possibly related to a low angle structure.

9.4 Exploration Potential

Potential future gold-silver exploration target areas developed by Robinson (2020) are based on his mapping at Mt. Hamilton and are shown in Figure 9.2 The target areas include:

a) Additional mapping and sampling of the Dunderberg/Hamburg section to the west of the Seligman pits. Mapping or remote sensing could identify northeast-striking, high-angle normal faults that are known to be controlling structures for gold mineralization. Such fault zones would be good starting points for focused sampling and mapping.

b) Mapping and target generation in the zone with strong gold in soils to the south, southwest, southeast, and north of the mapped area.

c) Drilling prospective exploration targets that display resistivity and/or induced polarization (IP) signatures similar to known mineralized zones.

d) Drilling, and possibly a CSAMT survey, in the area between the NES-5 pit and the Centennial deposit looking for a possible buried offset of that mineralized zone.

e) Follow up drilling on several widely spaced holes with high grade intercepts located to the southeast of Seligman before Centennial, to the southeast of the Centennial area, and in the southwest portion of the Property area (Figure 9.2). The database indicates that these holes were not adequately offset.

f) An area of unbounded gold mineralization as defined by grade x thickness mapping of historical down hole gold grades.

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Figure 9.1 Location and results of 2019 Au rock chip sampling.

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Source: MH-LLC (2021) modified after Robinson (2020)

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Figure 9.2 Geologic map showing potential Au-Ag exploration target areas.

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Source: MH-LLC (2021) modified after Robinson (2020)

Chester gold-silver target (also known as Wheeler Ridge) is located 1.1 mi south of Centennial area and is defined by a near north-striking, 4,300 by 1,800 ft gold-in-soil anomaly. Sixty-six holes have been drilled at the target, for a total of 19,825 ft, over the strike of the anomaly. Mineralization is predominantly hosted within hornfels with breccias and vein textures, and to a lesser extent in dolomitic units.

The Shell gold-molybdenum target is located 1.0 mi to the southwest of the Centennial area and commences from a depth of 1,400 ft below surface. The target is characterized by subhorizontal Au-Mo mineralization predominantly hosted within altered and brecciated limestone units of Gebbes Formation, and to a lesser extent in the overlying Secret Canyon Formation. Mineralization is associated with sulfides that include pyrite, molybdenite, arsenopyrite and/or arsenian pyrite. Seventy-five holes have been drilled at the target over a 4,700 x 3,200 ft area.

Furthermore, the Mt. Hamilton Property hosts a skarn-related tungsten-copper-molybdenum target defined by 10,000 ft of historical drilling. The tungsten-copper-molybdenum target is situated east of the Seligman Stock along with below and west of the Centennial gold-silver mineralization,  and is independent of, the Mt. Hamilton MRE. Tungsten is listed in the United States Geological Survey (USGS) 2025 draft list of critical minerals (United States Geological Survey, 2025). Tungsten is a critical metal with uses in the national security, defense, and advanced industrial applications. Early skarn-related tungsten-copper-molybdenum mineralization has not been explored since 1984 and remains an upside opportunity

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10 Drilling

The Issuer has yet to conduct drilling at the Mt. Hamilton Property, as of the Effective Date of this Report. This section provides a summary of historical drilling completed on the Property from 1956 to 2012.

10.1 Historical Drilling Summary

The Mt. Hamilton Property drillhole database as of the Effective Date, contains 1,138 drillholes totaling 507,611.9 ft. These drillholes were completed by several historical operators from 1956 to 2012 and included diamond core, reverse circulation (RC), mud rotary, churn, and blast holes. Historical drilling data availability is variable dependent on the operator and age of the drill program. Drill data is presented in Table 10.1 and only includes drillholes located within the Mt. Hamilton Property boundary that have collar details coordinate details as illustrated in Figure 10.1.

Table 10.1 Mt. Hamilton Property drilling summary by company.

  Core* RC Mud Rotary Churn or
Unknown1
Type		 Blast Total
Year(s) Company No. Footage No. Footage No. Footage No. Footage No. Footage No. Footage
1956 Unknown             4 1,720.0     4 1,720.0
1956-1989 Union Carbide 72 84,994.4     1 1,240.0         73 86,234.4
1973-1984 Phillips 51 80,981.5 24 9,050.0     11 275.01     76 90,306.5
1984-1994 Westmont 37 12,852.7 338 128,173.0             375 141,025.7
1994-1997 Rea Gold 6 2,386.0 507 139,626.0         10 850.0 523 142,862.0
2006-2007 Augusta 6 9,187.4                 6 9,187.4
2008 Ely Gold 5 2,241.0                 5 2,241.0
2010-2012 Solitario 26 12,049.9 48 20,365.0             74 32,414.9
Unknown Unknown     2 1,620.0             2 1,620.0
Total   203 204,692.9 919 298,834.0 1 1,240.0 5 1,995.0 10 850.0 1,138 507,611.9

Notes: *Includes core drillhole, mud rotary and/or RC pre-collars with core tails.

1Unknown drill type.

Excludes 20 holes, totaling 11,013.2 ft, with no collar coordinate details from the Property database

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Figure 10.1 Drillholes located within the Mt. Hamilton Property boundary.

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Source: MH-LLC (2021)

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Table 10.2 summarizes holes drilled within the Mt. Hamilton MRE area. Drilling prior to 1973 was not used within the current MRE.

Holes used in the MRE were drilled in a 340º to 70º grid pattern for Seligman, and a 315º to 045º grid pattern for Centennial. Drilling covered an area approximately 3,500 ft long by 2,000 ft wide for Seligman, and 2,000 ft long by 2,150 ft wide for Centennial. A nominal drillhole spacing is approximately 135 ft for Seligman, and 100 ft for Centennial.

APEX personnel completed verification of the historical drilling data, under the direct supervision of Mr. Dufresne and Mr. Turner prior to the calculation of the MRE. The drilling data used in the 2025 Mt. Hamilton MRE have been deemed adequate and acceptable by Mr. Dufresne for use herein.

Table 10.2 Summary of drillholes at the Mt. Hamilton resource area.

    Core Holes RC Blast Holes Total Holes
Year Company No. Footage No. Footage No. Footage No. Footage
1973-1984 Phillips 32 46,379.0 12 2,990.0     44 49,369.0
1984-1994 Westmont 34 11,191.0 298 114,392.0     332 125,583.0
1994-1997 Rea Gold 5 1,816.0 422 116,351.0 10 850.0 437 119,017.0
2008 Ely Gold 5 2,241.0         5 2,241.0
2010-2012 Solitario 23 11,093.1 45 18,040.0     68 29,133.1
Total   99 72,720.1 777 251,773.0 10 850.0 886 325,343.1

Source: APEX (2025)

10.2 Drilling Methods

10.2.1 Reverse Circulation (RC) Drilling

10.2.1.1 Phillips (1973-1984)

Phillips drilled 24 vertical RC holes totaling 9,050 ft. Where documented, drilling was conducted by Reid Drilling Company (Casper, Wyoming) and the rig type is unknown. Hole diameters were 6.25 in.

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10.2.1.2 Westmont (1984-1994)

Westmont drilled 338 resource definition and twin RC holes totaling 128,173 ft. Most of the holes (297 holes, or 88%) were drilled vertically with the remainder (41 holes, or 12%) drilled with azimuths ranging from 004º to 330º and inclinations from  45º to  75º. Drilling was conducted by a number of companies including Drill Services Exploratory, Eklund Drilling Co. (Elko, Nevada), Lang Exploratory Drilling (Elko, Nevada), Modern International Drilling, and Pickens & Fenhaus Drilling. Where documented, drill rigs used were a TH 60, Schramm 685, and MPD-1000 track mounted rig. Hole diameters ranged from 4.5 to 5.5 in.

Twin Holes

Westmont twinned hole MH-86-3 with three adjacent holes, which included one core hole, one dry RC, and one wet RC. The twins were used to determine variances in drilling methods, field sampling variance, variance due to sample preparation, and analytical reproducibility (Leibold, 1989). Based on the results of the study, Westmont recommended dry RC drilling as the preferred drilling method at Mt. Hamilton because it provided an adequate response to skarn and quartz vein hosted mineralization, produced minimal downhole contamination, and was less expensive than core drilling (Leibold, 1989).

10.2.1.3 Rea Gold (1994-1997)

Rea Gold drilled 507 resource definition and twin RC holes totaling 139,626 ft. Most of the holes (400 holes accounting for 79%) were drilled vertically with the remainder (107 holes accounting for 21%) drilled on bearings ranging from 17º to 353º with inclinations from 41º to 81º. Four different RC contractors were utilized for the drilling, Stratagrout Drilling (Nevada), Layne Western (Aurora, Colorado), Eklund, and O'Keefe Drilling (Butte, Montana). Track mounted and articulated buggy rigs were utilized for the drilling. Drilling was conducted using a down-hole hammer with a cross-over above the hammer. Hole diameters were 5.25 and 5.5 in. Drilling was primarily conducted dry with wet drilling in difficult ground conditions. Sample recovery was more than 90% (MRDI, 1997).

Twin Holes

Rea compared 10 RC holes that were twinned by either other RC or core holes to compare downhole grade distributions within mineralized zones. Table 10.3 lists the holes used in the comparison.

Table 10.3 Rea Gold twin hole comparison.

Original

Twin

88002

93015

88008

95151

88032

93004

95275

97013

95277

97031

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Original Twin
95284 97033
97011 97035
97007 97019
87005A 87005D˟
87034 87034D˟
*Indicates core hole

Source: MRDI (1997).

Comparison of the twinned holes indicated that the mineralized zones intersected by the original holes were intersected in approximately the same place in the twin holes (MRDI, 1997). The exception was the 87034-87034D pair, where mineralization in the RC hole was not well replicated in the twin core hole. Overall, the twinned holes showed a good correlation between the locations of the mineralized zones intersected in the original holes (MRDI, 1997).

10.2.1.4 Solitario (2010-2012)

Solitario drilled 48 RC holes totaling 20,365 ft for resource definition and metallurgical test work. Holes were drilled vertically (17 holes, or 35.5%) or inclined (31 holes, or 64.5%) with azimuths ranging from 004º to 358º and inclinations ranging from 47º to 86º. Drilling was conducted by O'Keefe Drilling and Christiansen Drilling of Elko, Nevada. RC drilling was done with 5.25 and 5.5 in hammer bits. Christiansen Drilling used a Schramm drill rig, and it is unknown what rig O'Keefe used. Drilling was conducted wet for dust control as per U.S. air quality regulations.

10.2.2 Core Drilling

10.2.2.1 Union Carbide (1956-1989)

Union Carbide drilled 72 exploration core holes totaling 84,994.4 ft, with 49 holes (or 68%) drilled vertically. Inclined holes were drilled with azimuths ranging from 035º to 137º and inclinations ranging from 45º to 79º. Boyles Brothers (Salt Lake City, Utah) and Longyear conducted the drilling. Boyles Brothers holes were typically started with NX (2.15 in) or NC (2.375 in) size core bits and reduced to BX (1.625 in) in difficult ground conditions. Longyear core holes were collared with HQ (2.5 in) and reduced to NQ (1.874 in) where ground conditions warranted. Drilling equipment and procedures for both companies are undocumented.

10.2.2.2 Phillips (1973-1984)

Phillips drilled 51 vertical exploration core holes totaling 80,981 ft. The holes include all core, as well as mud rotary or reverse circulation with core tails. Where documented, drilling was performed by Longyear. Drilling equipment and procedures are unknown. Holes started in either NX (2.125 in) or HQ, and reduced to BX or NQ respectively, dependent on ground and drilling conditions.

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10.2.2.3 Westmont (1984-1994)

Westmont completed 37 core holes totaling 12,852.7 ft for resource definition, metallurgical test work and twinning of RC holes (see RC section above). Thirty holes (81%) were vertical and seven holes (19%) were inclined, with azimuths ranging from 33º to 235º, and inclinations from 45º to 75º. Drill contractor, drill equipment, and procedures are not documented on logs. Holes started in HQ but were reduced to NC (2.375) where drilling conditions warranted.

10.2.2.4 Rea Gold (1994-1997)

Rea drilled six exploration and metallurgical core holes totaling 2,386 ft. Five of the holes were vertical and one was inclined at 69.5º with an azimuth of 042º. The drill contractor was Longyear and all holes were HQ in diameter. A conventional wire-line core barrel was used throughout the drilling program and core was taken from the core barrel, placed in a tray, washed, and boxed (MRDI, 1997).

10.2.2.5 Augusta (2006-2007)

Augusta completed six exploration core holes totaling 9,187.4 ft at the Monte Cristo target. Four holes were drilled vertically with the two inclined holes having azimuths of 205º to 345º with inclinations of 80º. Drilling was conducted by Marcus & Marcus Exploration of Coeur d'Alene, Idaho. Drill equipment and procedures are undocumented. Holes started in HQ and reduced to NX where ground conditions warranted.

10.2.2.6 Ely Gold (2008)

Ely Gold drilled five vertical resource definition, exploration, and metallurgical core holes totaling 2,241 ft. Drill contractor, drill equipment, procedures, and hole size are undocumented.

10.2.2.7 Solitario (2010-2013)

Between 2010 and 2012 Solitario completed 24 core holes totaling 11,243.9 ft, which were drilled for resource definition, metallurgical testing, and geotechnical purposes. Ten holes (or 42%) were drilled vertically, the remaining 14 holes (or 58%) were inclined with azimuths ranging from 045º to 294º and inclinations of 50º to 84º. Ruen Drilling of Clark Fork, Idaho, Sierra Madre Exploration of Wheat Ridge, Colorado, and Marcus & Marcus Exploration of Coeur d'Alene, ID conducted the core drilling. Core diameters were HQ and PQ. Ruen used LF 90 and LF 70 track mounted drill rigs.

In 2013, Solitario drilled two core holes totaling 806 ft for geotechnical purposes related to the planned mineralized material underpass. Marcus & Marcus conducted the drilling and core diameter was HQ. One hole was drilled vertically, and the second hole drilled with an azimuth of 042º at a +8º inclination.

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10.2.3 Other Drilling Methods

Drilling prior to 1973 was not used within the current MRE.

10.2.3.1 Unknown Company (1956)

An unknown company drilled four churn holes, totaling 1,720 ft, in 1956. There is no documentation on the drill company, sampling technique, nor logging procedures.

10.2.3.2 Union Carbide (1956-1989)

Union Carbide drilled one vertical rotary hole totaling 1,240 ft. There is no documentation on the drill company nor sampling technique.

10.2.3.3 Rea Gold (1995)

Rea completed 10 blast holes totaling 850 ft. There is no documentation on the drill company nor sampling technique.

10.3 Geological Logging

10.3.1 Union Carbide (1956-1989)

Details for the Union Carbide rotary and core drilling programs are undocumented, but it is assumed that standard logging procedures were used. Logging was completed on paper logs and captured the general lithologic description and bedding angle to core.

10.3.2 Phillips (1973-1984)

Phillips RC logging was completed on paper logs at 5 ft intervals. Lithology, mineralization type, interval description, and alteration type/intensity were captured. Core logging was also conducted on paper generally at 5 ft intervals. Locally intervals were logged on intervals as short as 1 ft, based on geologic contacts, alteration, mineralization, and structure. Core logging captured recovery, lithology, color, silicification intensity, fracture intensity, bedding angles, and remarks.

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10.3.3 Westmont (1984-1994)

RC logging was conducted on paper with rock type, color, texture, grain size/shape/sorting, mineralization type/form/%, structure type/attitude/thickness/filling, alteration type/intensity/color, and oxidation type/form/percent clay intensity captured. A graphic log was also displayed on the logging sheet.

Core logging was conducted on paper generally at 5 ft intervals although intervals ranged from 0.5 to 10 ft based on geologic contacts, alteration, mineralization, and structure. Logging captured recovery, lithology, alteration, and mineralization type (%). A graphic log was also displayed on the logging sheet.

10.3.4 Rea Gold (1994-1997)

RC logging was conducted on paper and captured recovery, quartz type (%), sulfide type (%), alteration type/intensity, oxide color (%), and comments. A graphic log was also displayed on the logging sheet. A microscope was used to aid in identification of the mineralogy with a coded form used to facilitate data entry into a computer database.

Core logging was conducted on paper and captured descriptions of lithology, mineralization, and alteration, alteration type/intensity, oxide/sulfide boundaries, recovery, and a graphic log.

10.3.5 Augusta (2006-2007)

Augusta logging was based on geologic contacts, mineralization, alteration, and structure. Logging was performed on paper and captured formation, lithology, lamp W%, and intensities of structure-vein type, mineralization, alteration, and metamorphic type. A graphic log was also displayed on the logging sheet.

10.3.6 Ely Gold (2008)

Ely Gold logging was conducted on paper and captured lithology, structural/vein description, comments on mineralization/alteration/metamorphism, and recovery. A graphic log was also displayed on the logging sheet.

10.3.7 Solitario (2010-2013)

RC logging by Solitario was conducted on paper and recorded lithology, color, oxidation mineralogy/intensity, % quartz veining, alteration type/intensity, sulfide type (%), vein mineralogy/mode/thickness, clay color/type, and comments. A graphic log was also displayed on the logging sheet.

Core logging was conducted on paper and captured recovery, lithology, color, oxidation mineralogy/intensity, vein mineralogy/mode/thickness, clay color/intensity, and mineral type/mode/intensity.

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10.4 Recovery

Limited RC sample recovery information exists. However, MRDI (1997) calculated that RC drill sample recovery for the 1997 drill program was more than 90%, however there is no documentation supporting the exact method.

Core recovery for the Rea Gold drilling program was 100% with rare exceptions and only decreased in broken and clay-rich zones (MRDI, 1997). Core recovery for the Augusta (2006-2007) and Ely Gold (2008) drill programs are unknown. Solitario core drilling typically had recoveries greater than 90% (Pennington et al., 2014).

10.5 Analytical Laboratories

Numerous independent laboratories and the Rea Gold mine site laboratory were contracted for analytical methods, as listed in Table 10.4. These laboratories are independent of the current Issuer, and the Authors of this Report.

Table 10.4 Analytical laboratories.

Name and Location Accreditation Analytical Methods Performed
American Assay Laboratories (AAL), Sparks, NV ISO 17025 Au and Ag assays, and multi-element geochemistry
Bondar-Clegg & Company Ltd. (BCC), North Vancouver, BC Unknown Au, Ag, Mo and WO3
Chemex Labs Inc. (Chemex; acquired by ALS Global), Reno, NV ISO 9001:2000
ISO 17025:2000		 Au and Ag assays, multi-element geochemistry, and density determinations
Cone Geochemical Inc., Lakewood, CO ISO 17025
9001:2000		 Au and Ag assays, and multi-element geochemistry
Rocky Mountain Geochemical Corp. (RMGC), Sparks, NV Unknown Au, Ag, Cu, Mo, Pb, Zn and WO3
Rea Gold Mine Site lab, NV Unknown Au and Ag assays
Union Assay Office, Salt Lake City, UT Unknown Predominantly Mo and WO3, limited Au, Ag and Cu

Detailed summaries of preparation and analyses utilized by historical operators are provided in Section 11.5.

10.6 Collar Surveys

The method of survey is unknown for drilling conducted prior to 1994. Collar survey data exists for holes drilled between 1994 and 1997 when Rea Gold was conducting mining at the Seligman Deposit. The surveyor and instrument used was not recorded. RPA (2005) noted collar locations of holes drilled in 1997 were captured under the supervision of a licensed surveyor.

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Collar locations of the Ely Gold (2008) and Solitario (2010, 2011 and 2012) holes were captured by Basin Engineering, Ely, Nevada using a Trimble R8 GNSS system (Pennington et al., 2012). Collar locations were also surveyed by Solarus LLC. of Elko, Nevada, in 2012 and 2013. The instrument used is unknown.

10.7 Downhole Surveys

The Mt. Hamilton drill database includes 85 holes (7%) with downhole orientation survey data. SRK (2010) noted that 15% of the 1997 drillholes were surveyed (downhole) and showed very minor deviations of less than 2 in per 200 ft horizontally. In addition, approximately 80% of the holes on the Property were drilled vertically.

Where documented, Union Carbide holes were surveyed by the drill contractor using an Eastman Kodak single shot downhole camera. Measurements were typically taken at 50 to 100 ft intervals, but may have been as great as 300 ft. Where noted, declination of 17º was applied.

Rea conducted downhole surveys on 14 holes. It is unknown who conducted the surveys, or the instrument type used. Surveys were generally taken at 10 or 20 ft intervals.

Downhole data for 17 Phillips holes indicates surveys were predominantly collected every 100 ft using the radius of curvature method. The contractor and instrument used are unknown.

Ely Gold engaged International Drilling Services (IDS) of Elko, Nevada, to conduct downhole surveys with measurements collected every 50 ft using a Humphrey Gyroscopic System instrument.

Solitario holes were surveyed by the drill contractor (Ruen) using a RS Reflex II tool, or by IDS using a gyroscopic tool. Measurements were taken at 50 or 100 ft intervals. Where noted, a declination of 12.9º was applied to the measurements. For the 2013 program, Colog of Elko, Nevada, completed optical televiewer surveys using an OBI-090804 probe.

10.8 Geotechnical and Hydrological Drilling

Westmont engaged Golder Associates of Lakewood, Colorado, in 1990 to complete a pit slope investigation and design. Golder reported unconfined compressive strength test results on samples from three core holes, PH007 (Seligman), 87002D (Seligman), and 87034D (Centennial). Additionally, holes 87002D and 87034D were analyzed for rock quality designation (RQD) and fracture frequency. Pump tests were also completed as part of the study.

In 2010, Solitario engaged SRK to conduct a geotechnical pit slope and waste rock disposal area stability evaluation for the Centennial area. Three core holes were collared in Centennial and drilled with HQ3 size core (Table 10.5). In 2012, an additional two core holes were drilled for geotechnical purposes at Seligman.

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Table 10.5 2010 and 2012 Geotechnical holes.

Hole ID Easting
(ft)		 Northing
(ft)		 Elevation (ft) Azimuth (º) Inclination (º) Length (ft) Area
MH10001 507,502.1 636,682.8 9,098.2 100 -60 804 Centennial
MH10005 507,386.0 637,144.1 9,215.1 053 -70 800 Centennial
MH10008 507,437.7 636,233.9 8,877.2 155 -60 450 Centennial
MH12040 507,815.9 641,052.9 8,502.1 054 -70 499.2 Seligman
MH12050 507,813.0 640,527.0 8,564.3 232 -65 249.3 Seligman

In 2013, Solitario drilled two HQ core holes (MH13001 and MH13002) for geotechnical purposes related to the planned mineralized material pass. Selected samples were submitted to Call & Nicolas Inc. of Tucson, Arizona, for analysis.

10.9 Metallurgical Drilling

In 1988, Westmont engaged McClelland Laboratories (MLI) of Reno, Nevada, to complete metallurgical testwork on Centennial core holes. Material from holes 86002D and 87034D were used for the program with both holes drilled vertically using HQ size core.

In 1997, Rea Gold engaged Kappes Cassidy & Associates (KCA) of Reno, Nevada, to complete metallurgical testwork on Centennial core holes. Seven HQ core holes were used for the program (Table 10.6). Holes 87005D and 91019D were received as composites by KCA, with holes 96002D, 96003D, 97002, 97012, and 97024 received in boxed 5 ft intervals.

Table 10.6 1997 KCA metallurgical holes.

Hole ID Easting
(ft)		 Northing
(ft)		 Elevation (ft) Azimuth (°) Inclination (°) Length (ft) Area
87005D 507,047.8 636,734.1 8,985.0 000 -90 317.0 Centennial
91019D 507,259.8 636,752.2 9,072.0 115 -60 591.2 Centennial
96002D 507,139.3 636,640.7 8,987.5 000 -90 300.0 Centennial
96003D 507,191.9 636,805.7 9,070.3 000 -90 425.0 Centennial
97002 507,038.3 637,146.0 9,064.0 043 -70 300.0 Centennial
97012 506,988.0 636,796.6 8,984.0 000 -90 287.0 Centennial
97024 507,316.4 636,735.6 9,077.0 000 -90 504.0 Centennial

In 2009, Ely Gold engaged MLI to complete metallurgical testwork on material from holes collared in the Centennial area. HQ core was sampled from MH08004 and MH08005 (Table 10.7).

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In 2011 and 2012, MLI completed further metallurgical testwork on behalf of Solitario. Three HQ core holes (Table 10.7)  were drilled in 2010 and a further seven PQ core holes were drilled in 2012.

Table 10.7 2009 to 2012 McClelland metallurgical holes.

Hole ID

Easting

(ft)

Northing

(ft)

Elevation (ft)

Azimuth (°)

Inclination (°)

Length (ft)

Area

MH08004

507,074.5

636,988.6

9,073.0

000

-90

315.0

Centennial

MH08005

507,047.5

637,300.9

9,083.0

000

-90

300.0

Centennial

MH10002

506,944.4

637,572.3

9,034.3

000

-90

203.0

Centennial

MH10003

507,517.0

636,546.5

9,036.8

000

-90

608.0

Centennial

MH10004

507,514.4

636,547.6

9,036.5

295

-77

600.0

Centennial

MH12012

507,437.8

641,520.9

8,269.8

100

-50

182.2

Seligman

MH12013

507,408.1

640,030.6

8,666.6

000

-90

156.4

Seligman

MH12017

507,572.8

638,060.8

8,888.5

045

-52

332.2

Centennial

MH12024

507,525.2

640,930.4

8,242.2

000

-90

101.5

Seligman

MH12030

507,394.8

640,902.4

8,241.2

204

-50

150.8

Seligman

MH12034

507,697.8

639,718.8

8,874.9

000

-90

300.8

Seligman

MH12035

507,782.3

641,074.6

8,502.4

218

-60

425.0

Seligman

10.10 Sample Length/True Thickness

Approximately 80% of the historical drilling was vertical, producing essentially true-width intercepts through the relatively flat-lying mineralized zone. Almost half (43%) of the angle holes were drilled in 1997 to fill gaps. The angle holes have elongated intercepts relative to the thickness of mineralization. Select core length intercepts from historical drilling programs are presented in Tables 10.8 and 10.9.

Table 10.8 Select Solitario 2012 drill intercepts, Seligman deposit.

Drillhole

Start (ft)

End (ft)

Length*
(ft)

Length*
(m)

Au (ppm)

Ag (ppm)

Au (oz/t)

Ag (oz/t)

MH12009

425

465

40

12.2

2.588

3.4

0.075

0.099

MH12014

20

50

30

9.1

0.839

11

0.024

0.321

MH12015

120

200

80

24.4

0.802

20.7

0.023

0.604

MH12016

265

315

50

15.2

0.822

25

0.024

0.729

MH12022

65

95

30

9.1

1.041

0.6

0.030

0.018

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Drillhole

Start (ft)

End (ft)

Length*
(ft)

Length*
(m)

Au (ppm)

Ag (ppm)

Au (oz/t)

Ag (oz/t)

MH12023

90

110

20

6.1

1.341

9

0.039

0.263

MH12028

330

355

25

7.6

0.749

26.7

0.022

0.779

MH12030

9

34

25

7.7

1.582

1.6

0.046

0.047

MH12033

335

360

25

7.6

2.271

7.7

0.066

0.225

MH12035

319

372

54

16.4

1.081

5

0.032

0.146

MH12038

520

535

15

4.6

2.078

14.5

0.061

0.423

MH12040

356

375

19

5.9

1.225

3.1

0.036

0.090

MH12042

355

380

25

7.6

1.423

27.2

0.042

0.793

MH12045

420

440

20

6.1

3.026

1.8

0.088

0.053

MH12049

320

385

65

19.8

1.124

7.2

0.033

0.210

MH12051

265

330

65

19.8

1.226

14.5

0.036

0.423

MH12052

285

330

45

13.7

1.202

5.8

0.035

0.169

Note*: Interval length represents downhole length. Source: Pennington  et al. (2014).

Table 10.9 Select Solitario 2012 drill intercepts, Centennial deposit.

Drillhole

Start (ft)

End (ft)

Length
(ft)

Length
(m)

Au
(ppm)

Ag
(ppm)

Au (oz/t)

Ag (oz/t)

MH12007

340

460

120

36.6

1.46

10.5

0.043

0.306

MH12010

425

550

125

38.1

1.816

18.5

0.053

0.540

MH12017

159

217

58

17.7

0.861

11.3

0.025

0.330

MH12018

575

635

60

18.3

1.002

24.3

0.029

0.709

MH12043

228

242

14

4.1

1.331

1.5

0.039

0.044

MH12043

589

615

26

7.8

0.835

135

0.024

3.938

MH12047

575

601

27

8.1

3.607

56

0.105

1.633

Note*: Interval length represents downhole length. Source: Pennington  et al. (2014).

10.11 Centennial RC Chip pXRF Data

In 2020, APEX on behalf of MH-LLC, conducted a detailed review and re-log program of the 48 Centennial holes drilled by Solitario. It was recognized that the archived RC chips being examined comprised original unwashed material. That is, the individual archived chip samples were found to be 'untouched' and appeared to represent material collected at the rig at the time of drilling as they frequently included fine mud and sand as well as larger rock chips. In order to properly examine the chips, the individual chip samples needed to be carefully removed from their trays and cleaned. As an additional step, APEX decided to sieve each sample and examine the fine fraction utilizing a Niton portable X-Ray Fluorescence (pXRF) unit. In total, APEX collected 1,911 pXRF analyses from 35 RC drillholes from the Centennial deposit area. As indicated by geochemical data from several of the recent drillholes at the Project (2008-2012), the pXRF data collected by APEX identified a clear geochemical signature that correlated very well with gold mineralized zones at Centennial, which included elevated potassium (K) and arsenic (As) as well as depleted calcium (Ca) and magnesium (Mg) values. An example of the correlation between Au and K-As chemistry is illustrated below for hole 95172 (Figure 10.2).

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Figure 10.2 Hole 95172 Au assay data and pXRF potassic (K) and arsenic (As) chemistry.

Source: APEX (2020)

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11 Sample Preparation, Analyses and Security

The following section describes procedures employed by previous operators at Mt. Hamilton for the security, laboratory preparation, and analysis of core and RC drill samples during the drilling programs completed at the Property from 1968 to 2013. These procedures have also been summarized in previous technical reports (MRDI, 1997; RPA, 2005 and 2008; SRK 2009; Pennington et al., 2012, 2014). Mr. Dufresne has reviewed these sources and take ownership for the information herein.

11.1 Sampling Methods

Samples were collected at Mt. Hamilton for the following purposes:

• Mineral Resource estimation - Au and Ag assays, multi-element geochemistry, bulk density/specific gravity determinations, solubility boundary definition, twin hole comparison

• Metallurgical test work - refer to metallurgy Section 13

• Geotechnical - not applicable for this report

An internal study was conducted by Westmont comparing dry RC drilling to wet RC drilling at the Property (Leibold, 1989). The results of the study suggested that substantial gold was lost in the fine fraction when drilling wet RC. MRDI (1996) noted however only 3 of the 280 holes drilled in 1995 encountered wet and twin hole analyses (MRDI, 1997), overall displayed good correlation across the mineralized intervals.

11.1.1 RC Sampling

RC drilling and sampling was carried out by Phillips, Westmont, Rea Gold, and Solitario. Sampling procedures, described below, are only available for the Westmont, Rea Gold, and Solitario campaigns.

11.1.1.1 Westmont

Westmont RC samples (1986-1993) were collected at the bottom of a single cyclone, split in a Gilson splitter into two ¼ splits. Sample size is unknown, and samples were collected every 5 ft.

11.1.1.2 Rea Gold

Rea Gold RC samples (1994-1996) were collected at the bottom of a cyclone with a rotary splitter at the base. Dry samples were split with either a three-tier Jones or a Gilson splitter. Wet samples were split with a rotary splitter that was adjustable depending on the volume of water entering the splitter.

Samples were collected every 5 ft and split (into an "A" and "B" sample), bagged and stacked by the drill crew under periodic supervision by either Rea Gold or MRDI personnel. Each drill crew was continuously monitored for the first two or three days and thereafter, a few hours per day (MRDI, 1997). Chip trays were filled by the drill crew and transported to the mine geology/engineering office for logging by Rea Gold or MRDI personnel. Samples were collected daily from the drill site by Rea Gold or MRDI personnel and transported to the mine site laboratory for sample preparation and analysis ("A" samples), and "B" samples taken to a warehouse in Ely, NV, for storage. MRDI (1997) reported that RC drill sample recovery exceeded 90%.

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11.1.1.3 Solitario

Solitario RC samples (2011-2012) were collected from a rotating riffle splitter at the base of the cyclone. Samples were collected on 5 ft intervals by the drill crew and overseen by the project geologist and technician to ensure the best possible sample quality was obtained. Sample size was not documented. Samples were collected in cloth bags allowing excess moisture to seep out while retaining the fines. Sample identification codes were marked on each cloth bag with indelible marker. Sample bags were collected from the drill rig and transported to the laboratory at timely intervals by Solitario staff.

11.1.2 Core Sampling

Core drilling and sampling was carried out by Union Carbide, Phillips, Westmont, Rea Gold, Augusta Resources, Ely Gold, and Solitario. Sampling procedures are not available from the Union Carbide campaign and limited for the Phillips, Westmont and Augusta campaigns.

11.1.2.1 Phillips

During the Phillips drill programs (1973-1981), core was photographed prior to being split for assay with complete core photos existing for most holes (SRK, 2009).

11.1.2.2 Westmont

For core drilled and sampled by Westmont (1986-1991), i.e. Phillips and Westmont core holes, interval lengths ranged from 0.1 to 80 ft, with 5 ft being the average and mode. Except for holes drilled in 1991, samples intervals are regular 5 ft intervals that cross lithological, alteration and redox boundaries. Sample intervals for holes drilled in 1991 have been based on geological criteria.

11.1.2.3 Rea Gold

Core from the Rea drill programs (1996-1997) was taken from the core barrel, placed in a tray, washed, and boxed. Rea Gold and MRDI personnel monitored the core handling at the rig daily. Core was boxed and transported to the truck shop where a geotechnical log was prepared. The core was periodically transported to the core warehouse in Ely where it was photographed and logged by MRDI staff. At the warehouse, samples were collected, typically on 5 ft intervals, for transport to Kappes, Cassiday and Associates in Reno, NV for metallurgical testing. The samples were transported in core boxes by Rea Gold personnel to Reno (MRDI, 1997). Core recovery was typically 100% with rare exceptions (MRDI, 1997).

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11.1.2.4 Ely Gold

Core from the Ely drill program (2008) was cut using a core saw into two equal halves and sampled on approximately 5 ft intervals based on geologic criteria, though intervals could range from <1 to 10 ft if geology warranted. One half core per sample was dispatched to the laboratory for analysis. The remaining half-core was placed in core boxes for future reference or additional testing.

11.1.2.5 Solitario

Before sampling, drill core from the Solitario drill programs (2010-2012) was oriented, washed, photographed and geologically/geotechnically logged. Core was cut in half with a diamond-blade rock saw. One continuous half of the core was sampled, except in zones of incompetent rock, in which a representative half of the recovered material was sampled. Drill core was sampled on geologic criteria, determined by the logging geologist, usually on 5 ft lengths with a minimum of <1 ft and maximum of 8.3 ft based on geologic factors. Samples were placed in marked cloth sample bags and prepared for transport to the analytical laboratory. The remaining half-core was placed in core boxes for future reference or additional testing.

11.2 Density Determinations

Density determinations were carried out during programs operated by Westmont, Rea Gold, Solitario, and MH-LLC. Procedures are only available for Rea Gold, Solitario and MH-LLC.

11.2.1 Westmont

A total of seven samples were collected from one core hole (87002D) at Centennial for bulk density determinations. MRDI (MRDI, 1997) reviewed the documentation and data to determine the results acceptable for inclusion in the database. A further 13 samples were rejected by MRDI due to lack of documentation and have been excluded from the database.

11.2.2 Rea Gold

A total of 51 samples were collected from three core holes for bulk density determinations from the Centennial area (97002, 97012, and 97024) (MRDI, 1997). The samples were sent to Advanced Terra Testing in Lakewood, CO for density determinations. Fifty density determinations (one sample was deemed by the laboratory sufficiently irregular to be included in the determinations) were performed by squaring the ends of the core with a core saw, then measuring the average diameter, and average length of the core. The sample was weighed, dried, and re-weighed and wet and dried densities determined. Drying of samples prior to initial weighing due to improper wax sealing invalidated the wet density weights reported by the laboratory. Approximately 25% of the density calculations were checked by MRDI and found to be accurate (MRDI, 1997).

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11.2.3 Solitario

In 2013, SRK selected samples from available drill core for additional density determinations. A total of 22 density determinations were submitted to Thurston Testing Laboratory of Elko, NV, for Archimedes method specific gravity determination (SG = dry weight/(dry weight-wet weight) although a number of SG determinations were completed using paraffin coating for greater accuracy where potential porosity issues were anticipated. Igneous, skarn, hornfels, and quartz veins with varying degrees of oxidation were tested.

11.2.4 Mt. Hamilton LLC

During a core relogging program Mt. Hamilton LLC collected samples representative of the different lithological, alteration and redox units for density determination. Eighty-three samples were collected from nine core holes at the Centennial and Seligman deposit areas and submitted to ALS Global for analysis. Bulk density determinations were conducted using the OA-GRA09A method using the following equation:

Bulk Density = A/C - [(B-A)/Dwax]

A= weight of sample; B = weight of waxed sample in air; C = volume of displaced water; Dwax - density of wax

Samples ranged from 0.40 to 0.50 ft in length and were either whole or half PQ or HQ core. The sample interval and hole ID were written on the core and a photo was taken of the sample. Blue tags denoting the specific gravity sample were placed in the core box for future reference.

An additional 294 SG measurements were made by APEX in 2019 as part of re log and verification work. Archived core samples were measured using the Archimedes method from sample weights measured using an Ohaus Scout Pro scale with ±0.1 g precision. The wet and dry weights were recorded for each sample along with their respective drillhole, depth, length, lithology, core diameter, and disposition (whole, halved, or quartered core).

11.3 Sample Security

The security procedures and chain of custody employed for drill samples is undocumented for Union Carbide, Phillips, Westmont and Augusta.

11.3.1 Rea Gold

There is no specific information on security arrangements that may have been in place during any of the drill programs. However, MRDI (1997) notes that RC drilling samples were collected daily from the drill site by Mt. Hamilton or MRDI personnel and transported to the mine analytical laboratory for sample preparation and analysis. Core handling was monitored daily at the rig by Mt. Hamilton or MRDI personnel and was boxed and transported to the truck shop where it was geotechnically logged. It was periodically transported to the core warehouse in Ely, NV by MRDI personnel to be photographed and geologically logged. At the warehouse samples were selected for analysis and transported in core boxes to the lab by Mt. Hamilton personnel.

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11.3.2 Solitario

After an RC hole was completed, samples were loaded for transport to the assay lab from the drill site. Samples remained under the supervision of company staff until they were delivered to the laboratory. Drill core in core boxes was periodically loaded and transported to the Solitario core shed in Ely, NV for logging and splitting. Until sampling was completed and bagged half-core samples were delivered to the laboratory, they remained under secure control and supervision of Solitario staff or contractors of the company.

11.4 Analytical Laboratories

Numerous independent laboratories and the Rea Gold mine site laboratory were contracted for analytical methods, as listed in Table 11.1. These laboratories are independent of the current Issuer, and the Authors of this Report.

Table 11.1 Analytical laboratories.

Name and Location Accreditation Analytical Methods Performed
American Assay Laboratories (AAL), Sparks, NV ISO 17025 Au and Ag assays, and multi-element geochemistry
Bondar-Clegg & Company Ltd. (BCC), North Vancouver, BC Unknown Au, Ag, Mo and WO3
Chemex Labs Inc. (Chemex; acquired by ALS Global), Reno, NV ISO 9001:2000
ISO 17025:2000		 Au and Ag assays, multi-element geochemistry, and density determinations
Cone Geochemical Inc., Lakewood, CO ISO 17025
9001:2000		 Au and Ag assays, and multi-element geochemistry
Rocky Mountain Geochemical Corp. (RMGC), Sparks, NV Unknown Au, Ag, Cu, Mo, Pb, Zn and WO3
Rea Gold Mine Site lab, NV Unknown Au and Ag assays
Union Assay Office, Salt Lake City, UT Unknown Predominantly Mo and WO3, limited Au, Ag and Cu

11.5 Sample Preparation and Analysis

11.5.1 Union Carbide

Sample preparation or analysis for the Union Carbide campaigns were at BCC, RMGC and Union Assay for Au, Ag, Cu, Mo, Pb, Zn and tungsten trioxide (WO3). Limited information is available for sample preparation methods and analytical procedures.

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11.5.2 Phillips

Select samples from the Phillips drill programs were analyzed by Union Assays for Mo and WO3. In addition, limited Au, Ag and Cu analyses were also reported. The sample preparation method and analytical procedures are unknown.

11.5.3 Westmont 

Samples from Westmont's drilling campaign were submitted to either Cone or Chemex for preparation and analyses. Westmont also submitted select intervals from PH-series holes to both laboratories for precious and multi-element analyses. Sample preparation at Cone is unknown, gold was analyzed using a one assay ton (1 AT; 29.2 g) or 20 g charge, fire assay (FA) digest and an atomic absorption (AA) finish. Silver analyses were either a 4-acid digest or 1 AT charge with FA digest, but both with an AA finish. All assays were reported in oz/ton Au. Multi-element analyses completed by Cone included 4-acid digest for Cu, Mo, Pb, Zn, Mn, Cd, and Tl, fusion digest for Sb and W, and P/N (perchloric/nitric acid leach) for As and Hg. All elements were reported using the AA method, except for tungsten which was reported using a colorimetric method.

Samples submitted to ALS Chemex were crushed, split, and then pulverized to 150 mesh (prep code 207 or 205). Gold was analyzed using several methods which included:

• 10 g fusion with FA digest and AA finish

• 0.5 AT charge with FA digest and AA finish

• Unknown charge with FA digestion and AA finish

• 0.5 or 1 AT charge with FA digest and a gravimetric finish

Select intervals with elevated FA values were re-analyzed with a 30 g charge, cold cyanide leach and AA finish. Silver was analyzed using aqua regia digestion with an AA finish. Multi-element analyses carried out by Chemex were completed on material received as pulp and with Cu, Mo, Pb, Zn, Ag (aqua regia digest), As, Se, Hg, Sb, Bi, W, and Te reported. Digest, with the exception of Ag, and analytical method is unknown for the multi-element package.

11.5.4 Rea Gold 

MRDI (1996) reports samples at the mine lab were dried, crushed in a small jaw crusher and split to obtain a 300 g subsample. The 300 g subsample was then pulverized in a plate mill. In 1995, Rea Gold initially assayed for gold using a 10 g charge, sodium cyanide solution digest and an AA finish (lab code AAAU). Silver cyanide analyses (lab code AAAG) were completed on samples that returned ≥0.009 oz/ton Au. Samples that were >0.009 oz/ton AAAU were re-analyzed using 1/2 AT charge with a FA digest and AA finish (lab code FA-AA; MRDI, 1996). In 1996, AAAU samples >0.007 oz/ton Au were analyzed using FA-AA method. The 1997 mine lab certificates indicate both AAAU and FA analyses but no notes on thresholds for FA.

All inserted QA/QC standards in 1997 were assayed using FA technique.

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11.5.5 Augusta

Samples from the Augusta (2006) drilling program were analyzed by Chemex. Sample preparation included the material being crushed to -70% passing <2 mm, sub-sample split and pulverized to 85% passing <72 µm. Analytical methods included 30 g Au charge with FA digest and gravimetric finish (Au-GRA21).

A 47 multi-element package (ME-MS61) with a 0.25 g charge, 4-acid digest with an Inductively-Coupled Plasma Mass Spectroscopy (ICP-MS) finish was completed. Reported elements included Ag, Al, As, Ba, Be, Bi, Ca, Cd, Ce, Co, Cr, Cs, Cu, Fe, Ga, Ge, Hf, In, K, La, Li, Mg, Mn, Mo, Na, Nb, Ni, P, Pb, Rb, Re, S, Sb, Sc, Se, Sn, Sr, Ta, Te, Ti, Tl, U, V, W, Y, Zn and Zr. Samples that returned >100 ppm Ag or >10,000 ppm Cu, Mo or Zn were re-analyzed with a high grade procedure that included a 4-acid digest with AA finish.

11.5.6 Ely Gold 

Samples from the Ely Gold program were submitted to ALS Chemex. Sample preparation included material was crushed to -70% passing <2 mm, sub-sample split and pulverized to 85% passing <72 µm Samples were assayed for gold using a 30 g charge with FA digest and AA finish (Au-AA23). Samples with >10 ppm Au were re-assayed using a 30 g charge, FA digest and gravimetric finish (Au-GRA21).

A 48 multi-element package (ME-MS61) was completed with a 0.25 g charge, 4-acid digest and ICP-MS finish for reporting Ag, Al, As, Ba, Be, Bi, Ca, Cd, Ce, Co, Cr, Cs, Cu, Fe, Ga, Ge, Hf, In, K, La, Li, Mg, Mn, Mo, Na, Nb, Ni, P, Pb, Rb, Re, S, Sb, Sc, Se, Sn, Sr, Ta, Te, Th, Ti, Tl, U, V, W, Y, Zn and Zr. Mercury was analyzed with a cold vapor digest with AA finish (Hg-CV41). Silver values above 100 ppm were re-assayed using FA with an Inductively-Coupled Plasma Atomic Emission Spectroscopy (ICP-AES; Ag-OG62).

11.5.7 Solitario 

Samples from the Solitario drilling programs were analyzed by American Assay Laboratories (AAL). Preparation included samples being dried, crushed to pass 10 mesh (2 mm), 300 g sub-sample riffle split and pulverized to passing -150 mesh (100 µm). Samples were assayed for gold using a 30 g charge, FA digest and AA finish (FA30). Samples with >10 ppm Au were re-assayed using a 30 g charge, FA digest and gravimetric finish (GRAV). Select samples were also analyzed for gold and silver using a 30 g charge, cyanide extraction and AA finish.

A 47 multi-element analyses with a 0.5 g charge, two-acid digest and ICP-MS finish (ICP-2D) were completed for Ag, Al, As, Ba, Bi, Ca, Cd, Ce, Co, Cr, Cs, Cu, Fe, Ga, Ge, Hf, Hg, In, K, La, Li, Mg, Mn, Mo, Na, Nb, Ni, P, Pb, Rb, Re, S, Sb, Sc, Se, Sn, Sr, Ta, Te, Th, Tl, U, V, W, Y, Zn and Zr. Silver values >100 ppm were re-assayed using FA with a gravimetric finish.

11.6 Quality Assurance and Quality Control

Westmont, Rea Gold and Solitario carried out independent quality control/quality assurance (QA/QC) programs. Three types of control samples utilized during the drilling programs included:

Mt. Hamilton Property Technical Report 117 November 10, 2025

• Standards using certified reference material (CRM) or standard reference material (SRM).

• Blanks.

• Duplicates (field and pulp).

• The criteria used to evaluate QA/QC results were as follows:

o A SRM outside ±3 standard deviation (SD) was considered an outlier.

o Two consecutive SRM's outside of ±2 SD in the same work order was considered an outlier.

o Standards with relative standard deviation above 10% or bias outside of ±5%.

o Blanks reporting a value greater than 0.015 ppm Au for Au-AA23, and 0.030 ppm for Au-AA25/AA25D were considered outliers (3 times detection limit).

11.6.1 Westmont

The QA/QC samples used by Westmont between 1986 and 1994 included 91 blanks, 974 standards, and 452 field duplicates over approximately 30,220 samples intervals. An estimate for the insertion of SRM and blanks into the sample stream is 3.7% and 0.3%, respectively. The insertion rate for duplicates was 1 in 66 samples, or 1.5%.

11.6.1.1 Blanks

A total of 91 blanks were inserted by Westmont into the sample stream between 1986 and 1994 (Table 11.2). Blank samples consisted of silica sand. Results were very good with one sample above 3x the detection limit. There is no indication that the outlier was contaminated through the crushing process by samples above due to the low mineralized values. Performance charts for blanks are presented in Figures 11.1 and 11.2.

Table 11.2 Westmont blank performance.

Coarse Blank

Unit

Count

Pass (%)

Blank-Chemex

oz/ton Au

37

100.0

Blank-Chemex

oz/ton Au

44

97.7

Blank-Cone

oz/ton Au

10

100.0

Total

 

91

 

Source: APEX (2020)

Mt. Hamilton Property Technical Report 118 November 10, 2025

Figure 11.1 Chemex performance chart for Au in blank material.

Source: APEX (2020)

Figure 11.2 Cone performance chart for Au in blank material.

Source: APEX (2020)

Mt. Hamilton Property Technical Report 119 November 10, 2025

11.6.1.2 Standards

Westmont employed seven different internally generated SRM derived from multiple sources. The standards were analyzed at up to six independent laboratories to assess the quality of the material (Internal Memo from Westmont, 1990). Standard CCB was sourced from the Globe Pit in the Cripple Creek mining district in Colorado and consisted of brecciated and argillic altered andesite (Jaacks, 1988). RR series standards were sourced from drill cuttings at the Railroad property near Elko, Nevada, and consisted of silicified siltstone from the Mississippian Chainman Formation (Jaacks, 1988). MH-5A material consisting of composited oxidized hornfels, garnet skarn, and quartz was sourced from RC drillhole 87005R at Mt. Hamilton. Material for standard MH-5b consisted of composited oxidized skarn and hornfels, garnet skarn, pyritic skarn, and quartz sourced from RC hole 87005D at Mt. Hamilton. The standards were crushed and prepared at either Hazen Research, Inc (Hazen) in Golden, Colorado, or Hunter Mining Laboratory (Hunter) of Reno, Nevada.

Westmont standards were assayed at multiple laboratories and used at multiple projects, although no certified recommended values were determined before use at Westmont projects. However, the Westmont Geochemical Group (1990) prepared a report with summary statistics and a general guideline for use of standards from different laboratories, which included using the laboratory's mean value if a sufficient number of that specific standard had been reported from that laboratory. If there were not sufficient samples analyzed from a given laboratory, use of the overall mean for all laboratories was recommended. A summary of the SRM, source, preparation laboratory, calculated value and standard deviation is given in Table 11.3.

Table 11.3 Summary of standards from Westmont drilling.

SRM ID Lab Prep
Lab		 Source Count
Au		 Au EV Au SD Count
Ag		 Ag EV Ag SD
CCB Chemex Hazen Globe Mine 298 1.910 ppm 0.257 236 2.372 ppm 0.715
CCB-200 Chemex Hazen Globe Mine 69 0.057 oz/ton 0.004 42 0.067 oz/ton 0.016
CCB-200 Cone Hazen Globe Mine 83 0.057 oz/ton 0.004 58 0.188 oz/ton 0.060
MH-5A Chemex Hazen Mt. Hamilton 103 0.024 oz/ton 0.003 105 0.324 oz/ton 0.0239
MH-5A Cone Hazen Mt. Hamilton 136 0.024 oz/ton 0.002 116 0.318 oz/ton 0.035
MH-5B Chemex Hazen Mt. Hamilton 116 0.079 oz/ton 0.005 117 0.687 oz/ton 0.049
MH-5B Cone Hazen Mt. Hamilton 150 0.078 oz/ton 0.006 128 0.679 oz/ton 0.085
RRA Chemex Hunter RC chips 75 1.75 ppm 0.20 133 2.085 ppm 0.720
RRB Chemex Hunter RC chips 49 4.24 ppm 0.47 115 1.935 ppm 0.709

RRC

Chemex

Hunter

RC chips

34

6.98 ppm

0.70

35

1.329 ppm

0.300

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Mt. Hamilton Property Technical Report 120 November 10, 2025

Westmont inserted 974 SRMs into the sample stream between 1986 and 1994 (Table 11.4). For Au standards, the relative standard deviation (RSD) ranged from 5.2 to 11.8%, and the bias ranged from 3.2 to 1.8%. Almost all the samples were within ±3 SD, with the exceptions of five samples from CRM CCB analyzed by Chemex, one from CCB-200 analyzed by Cone, two samples from SRM MH-5A analyzed by Cone, and two samples from MH-5B analyzed by Chemex. Overall, the SRM had low bias and moderate RSD, and were also acceptable according to MRDI (1996). Figures 11.3 to 11.6 are representative performance charts for the individual gold standards.

Table 11.4 Summary of Westmont standards for Au.

SRM ID Sample
Count		 EV SD RSD (%) Bias
(%)		 Within
2SD (%)		 Within 3SD
(%)
CCB_Chemex-ppm 205 1.910 ppm 0.257 11.6 -0.9 95.6 97.6
CCB-200_Chemex-oz/ton 26 0.057 oz/ton 0.004 6.7 0.6 92.3 100.0
CCB-200_Cone-oz/ton 93 0.057 oz/ton 0.004 6.2 1.8 98.9 98.9
MH-5A_Chemex-oz/ton 249 0.024 oz/ton 0.003 5.6 1.5 100.0 100.0
MH-5A_Cone-oz/ton 46 0.024 oz/ton 0.002 11.8 -2.1 87.0 93.5
MH-5B_Chemex-oz/ton 246 0.079 oz/ton 0.005 5.2 1.3 97.2 99.2
MH-5B_Cone-oz/ton 40 0.079 oz/ton 0.005 7.5 -0.8 92.5 100.0
RRA_Chemex-ppm 14 1.75 ppm 0.20 7.1 1.4 100.0 100.0
RRB_Chemex-ppm 41 4.24 ppm 0.47 6.2 -3.2 100.0 100.0
RRC_Chemex-ppm 14 6.98 ppm 0.70 7.3 -0.4 100.0 100.0
Total 974            

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Mt. Hamilton Property Technical Report 121 November 10, 2025

Figure 11.3 Performance chart for Au standard CCB (Chemex).

Source: APEX (2020)

Figure 11.4 Performance chart for Au standard CCB-200 (Cone).

Source: APEX (2020)

Mt. Hamilton Property Technical Report 122 November 10, 2025

Figure 11.5 Performance chart for Au standard MH-5A (Chemex).

Source: APEX (2020)

Figure 11.6 Performance chart for Au standard MH-5B (Chemex).

Source: APEX (2020)

Mt. Hamilton Property Technical Report 123 November 10, 2025

For silver SRM values the RSD ranged from 4.1 to 131.2%, and the bias ranged from 19.5 to 77.6% (Table 11.5). The high variability in the ranges is predominantly associated with (1) standards with low sample count at specific laboratories, and/or (2) the use and impact of FA vs aqua regia digests. Significantly, for standards with sample counts of ≥50 (Figures 11.7 and 11.8), the RSD range is reduced to between 4.1 and 47.7% whilst the bias range changes to -5.1 to 3.1%.

Table 11.5 Summary of Westmont standards for Ag.

SRM ID Sample
Count		 EV SD RSD (%) Bias (%) Within
2SD (%)		 Within
3SD (%)
CCB_Chemex-ppm 183 2.372 ppm 0.357 29.2 3.1 77.6 84.2
CCB-200_Chemex-oz/ton 24 0.067 oz/ton 0.004 131.2 77.6 79.2 87.5
CCB-200_Cone-oz/ton 89 0.188 oz/ton 0.060 47.7 -5.1 91.0 95.5
MH-5A_Chemex-oz/ton 239 0.324 oz/ton 0.024 4.1 0.4 99.6 100.0
MH-5A_Cone-oz/ton 42 0.324 oz/ton 0.024 35.3 -19.5 35.7 57.1
MH-5B_Chemex-oz/ton 233 0.679 oz/ton 0.049 5.3 -1.7 98.7 99.6
MH-5B_Cone-oz/ton 35 0.679 oz/ton 0.049 34.1 -11.7 34.3 51.4
RRA_Chemex-ppm 14 2.09 ppm 0.37 35.1 1.1 85.7 85.7
RRB_Chemex-ppm 38 1.93 ppm 0.17 10.9 -17.4 65.8 84.2
RRC_Chemex-ppm 12 1.33 ppm 0.16 24.6 -4.0 75.0 91.7
Total 922            

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Based on these results, which represent >80% of the standards, the performance of the standards is considered acceptable given the differences of digest methods used.

Mt. Hamilton Property Technical Report 124 November 10, 2025

Figure 11.7 Performance chart for Ag standard MH-5A (Chemex).

Source: APEX (2020)

Figure 11.8 Performance chart for Ag standard MH-5B (Chemex).

Source: APEX (2020)

Mt. Hamilton Property Technical Report 125 November 10, 2025

11.6.1.3 Duplicates

A total of 452 duplicate pairs were inserted into Westmont's sample stream between 1984 and 1996 (Table 11.6). The number of field duplicates submitted to Chemex and Cone 366 and 86 respectively. After removing assays that are below the Au detection limit (DL), the number decreases to 86 for Chemex and 11 for Cone.

Table 11.6 Westmont field duplicate summary statistics.

Laboratory Total Sample Count Samples Above Detection
Limit (DL)		 CV (% Above DL) R2 (Above DL)
Chemex 366 86 10.4 0.98
Cone 86 11 18.9 0.79
Total 452 97    

Source: APEX (2020)

The Coefficient of Variation (CV) for Chemex is low, 10.4%, with a high regression analysis (R2) of 0.98. For Cone, the CV is 18.9% with an R2 of 0.79. The low number of duplicate pairs has slightly skewed the results for Cone. The Chemex results indicate a very good correlation between the original sample and field duplicate. The Cone results also show good correlation for the 11 duplicate samples. Figures 11.9 and 11.10 represent performance graphs for the duplicate samples.

Figure 11.9 Field duplicate scatter plot Au performance (Chemex).

Source: APEX (2020)

Mt. Hamilton Property Technical Report 126 November 10, 2025

Figure 11.10 Field duplicate scatter plot Au performance (Cone).

Source: APEX (2020)

11.6.2 Rea Gold

The QA/QC samples used by Rea Gold in 1997 included 27 blanks (1.0%), 114 standards (4.3%), and 109 field duplicates (4.1%) along with approximately 2,618 sample intervals. It is unknown what internal QA/QC samples were used between 1994 and 1996. The 1997 insertion rate for blanks was 1:100, for standards was 1:25, and for duplicates was 1:25.

11.6.2.1 Blanks

Rea Gold inserted 27 coarse blanks into the sample stream for the 1997 drill program (Table 11.7 and Figure 11.11). The coarse blank consisted of silica sand of unknown origin. Of the 27 samples analyzed at the mine lab, 12 of the samples assayed ≥0.002 oz/ton Au. MRDI (1997, V1) noted that the background gold value at the mine lab was ~0.002 oz/ton Au. Blank check samples were sent to Chemex and returned an average value of 0.0005 oz/ton Au. MRDI (1997, V1) concluded that although the blanks had a "non-zero" value, the results were adequate to serve as a blank sample.

Table 11.7 Coarse blanks used in Rea Gold 1997 drill program.

 

Source

Sample Count

Pass (%)

Blank

Silica Sand

27

74.1

Source: APEX (2020)

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Figure 11.11 Mine site performance chart for Au in coarse blank.

Source: APEX (2020)

11.6.2.2 Standards

Rea Gold used five internal standards for the 1997 drill program. The standards were created by diluting Nevada Bureau of Mines (NBMG) standard material mixed with pure silica sand. The standards consisted of both oxide and sulfide material with grades ranging from 0.017 to 0.089 oz/ton Au (MRDI, 1997) and were prepared by Minerals Exploration and Environmental Geochemistry (MEG) of Reno, Nevada. MRDI (1997) notes that the standards were not analyzed by round robin assaying to determine the recommended value, and standard deviations and a "best" value were not determined.

Table 11.8 lists standards with values calculated from samples analyzed at the mine lab. The standards were used to monitor day-to-day relative performance of the mine lab, and to assure that instrument drift was not occurring over the project life. The SRMs were not designed to provide information on the accuracy of the laboratory (MRDI, 1997).

In total, Rea Gold inserted 114 standards into the sample stream (Table 11.9). Standard mean and SD values were calculated using the assay results reported by the site lab. Given that the standards were not analyzed using a round robin multiple laboratory technique, the standard values only suffice to determine potential instrument drift. Overall, the standards performed well with only two samples above +3 SD (Figures 11.12 and 11.13).

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Table 11.8 Summary of Rea Gold Au standards used at mine lab in 1997 (values calculated using assays from mine lab).

SRM Prep Lab Source No. EV (oz/ton) SD (oz/ton)
HAM-A MEG NBMG/Silica Sand 20 0.091 0.004
HAM-B MEG NBMG/Silica Sand 26 0.044 0.003
HAM-C MEG NBMG/Silica Sand 13 0.045 0.004
HAM-D MEG NBMG/Silica Sand 39 0.017 0.003
HAM-J MEG NBMG/Silica Sand 16 0.063 0.003
Blank N/A Silica Sand 27 <0.005 <0.005

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Table 11.9 Rea Gold 1997 mine lab Au standards.

Au CRM
ID		 Sample
Count		 EV (oz/ton) SD (oz/ton) RSD (%) Bias (%) Within 2SD
(%)		 Within 3SD
(%)
HAM-A 20 0.091 0.004 4.6 0 95 100.0
HAM-B 26 0.044 0.003 6.7 0 92.3 96.2
HAM-C 13 0.045 0.004 8.4 0 92.3 100.0
HAM-D 39 0.017 0.003 15.5 0 94.9 97.4
HAM-J 16 0.063 0.003 4.5 0 93.8 100.0
Total 114            

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Mt. Hamilton Property Technical Report 129 November 10, 2025

Figure 11.12 Performance chart for Au standard HAM-B.

Source: APEX (2020)

Figure 11.13 Performance chart for Au standard HAM-D.

Source: APEX (2020)

Mt. Hamilton Property Technical Report 130 November 10, 2025

11.6.2.3 Duplicates

Field duplicates for the 1997 drilling program totaled 109 samples (Table 11.10). The field duplicates were assayed for Au with cyanide and FA digest with AA finish, and Ag by acid digestion digest and AA finish. Both gold assaying methods had relatively low CV values of 5.0% for cyanide gold and 10.9% for FA Au. R2 values were high at 1.0 for cyanide Au and 0.96 for fire assay (Figures 11.14 and 11.15). Gold results returned very good correlation between the field and original samples.

Silver duplicate results returned greater variability with a CV value of 8.3%, and an R2 value of 0.66. The R2 value indicates a moderate correlation between the field and original sample duplicates for Ag.

Table 11.10 Field duplicate summary statistics by method at mine lab.

Analysis Sample Count Samples Count Above Detection
Limit (DL)		 CV (% Above DL) R2 (Above DL)
Cyanide Au-AA 109 55 5.0 1.00
Fire Assay Au 109 23 10.9 0.96
Acid Digestion Ag-AA 109 22 8.3 0.66

Source: APEX (2020)

Figure 11.14 Field duplicate scatter plot cyanide Au performance.

Source: APEX (2020)

Mt. Hamilton Property Technical Report 131 November 10, 2025

Figure 11.15 Field duplicate scatter plot FA Au performance.

Source: APEX (2020)

11.6.2.4 Check Assays

During the 1997 drilling program, Rea Gold submitted 29 pulps to Chemex for check assays. Samples were analyzed by FA and results are shown in Figure 11 16. MRDI (1997) noted an acceptable systematic high bias by the mine laboratory of between 4% and 5%. This bias is more notable at grades <0.03 oz/ton Au.

Mt. Hamilton Property Technical Report 132 November 10, 2025

Figure 11.16 Scatter plot of mine lab vs Chemex check Au assays.

Source: APEX (2020)

11.6.3 Augusta

Augusta inserted 33 coarse blanks (or 5.9% insertion rate) and 19 standards (or 3.4% insertion rate) into the 2006 to 2007 sample stream of 557 samples collected from the Monte Cristo-U4 targets.

11.6.3.1 Blanks

Coarse blank used by Augusta are from an unknown source. Thirty-two of the 33 (or 97%) were below threshold of 0.015 ppm Au. The results indicate samples were either contaminated and/or the rhyolite source contains low-level Au.

11.6.3.2 Standards

Augusta used three standard types from MEG, which included S104007x (0.75 ppm Au; 8 samples), S105005x (2.41 ppm Au; 8 samples) and S104011x (7.12 ppm Au; 3 samples). Insufficient samples exist to assess the overall performance of the standards.

Mt. Hamilton Property Technical Report 133 November 10, 2025

11.6.4 Ely Gold

Ely Gold inserted 20 blanks (or 6.2% insertion rate) and 13 standards (or 4.0% insertion rate) into the 2008 sample stream of 321 samples.

11.6.4.1 Blanks

Coarse blank used by Ely Gold was rhyolite material sourced from Shea Clark Smith of MEG Labs in Washoe City, Nevada. Sixteen of the 20 (or 70%) were below threshold of 0.015 ppm Au. The results indicate samples were either contaminated and/or the rhyolite source contains low-level Au.

11.6.4.2 Standards

Ely Gold used three standard types from MEG, which included S104007x (0.75 ppm Au; 3 samples), S105005x (2.41 ppm Au; 4 samples) and S104011x (7.12 ppm Au; 6 samples). One of the thirteen standards returned a value outside of the 3 SD for Au, however insufficient samples exist to assess the overall performance of the standards.

11.6.5 Solitario

The QA/QC samples used by Solitario between 2010 and 2012 included 356 blanks (5%), 348 standards (5%), and 181 field duplicates (3%) along with 6,521 sample intervals (Table 11.11). This amounted to an insertion rate for blanks of 1:18, for standards 1:20, and for duplicates 1:36.

Table 11.11 Summary of QA/QC samples submitted to AAL.

Year RC/Core Samples No. of Blanks No. of SRM No. of
Duplicates		 Total
2010* - - - - -
2011* 2,221 135 135 - 2,491
2012 4,015 200 196 34 4,445
2013 285 21 17 147 470
Total 6,521 356 348 181 7,406
* Assays for holes drilled in 2010 were reported by AAL in 2011.

Source: APEX (2020)

Mt. Hamilton Property Technical Report 134 November 10, 2025

11.6.5.1 Blanks

Solitario inserted 356 coarse blanks into the sample stream. Coarse blanks initially consisted of certified rhyolite for the 2010 drill program, and later coarse landscape marble chips for the 2011 and 2012 drill programs. Source or vendor for either material is unknown.

The overall pass rate from 2010 to 2012 was 76%. Results from the 2010 program had a 40% pass rate and indicates multiple samples contained either low-level contamination and/or the rhyolite source contained low-level Au (Figure 11.17). From 2011 onwards, a notable increase in the coarse blank pass rate (89%) with the commencement of using limestone landscape rock for blank. From 2012 to 2013 there was a change in detection limits of the FA30 analysis from 0.003 to 0.005 ppm, which is reflected in the blank chart (Figure 11.17).

Figure 11.17 AAL Performance chart for Au in coarse blank.

Source: APEX (2020)

A review of the AAL internal blanks (190 in total) was carried out to evaluate for potential contaminated samples. Overall AAL returned a 98.4% pass rate with three samples reporting minor elevated Au mineralization (Figure 11.18).

Mt. Hamilton Property Technical Report 135 November 10, 2025

Figure 11.18 AAL Internal performance chart for Au in coarse blank.

Source: APEX (2020)

11.6.5.2 Standards

All standards for the 2010 to 2012 drilling programs were sourced from Shea Clark Smith of MEG Labs in Washoe City, NV. Gold values for the standards ranged from 0.687 to 3.651 ppm. Source material for MEG standards ranged from barren rhyolite tuff to mineralized material from mines within Nevada. Table 11.12 contains summary statistics and source material for each standard.

Table 11.12 Summary of Solitario blanks and MEG standards.

SRM ID

Prep
Lab

Source

Au EV (ppm)

Au SD

Ag EV (ppm)

Ag SD

MEGAu09.01

MEG

Barren rhyolite tuff

0.687

0.016

9.585

0.958

MEGAu09.03

MEG

Rosebud Mine, NV

2.09

0.166

17.218

1.822

MEGAu09.04

MEG

Rosebud Mine, NV

3.397

0.204

26.267

3.299

MEGAu11.13

MEG

Freedom Flats, NV

1.806

0.081

10.6

0.7

MEGAu11.29

MEG

Rosebud Mine, NV

3.651

0.319

13.4

0.9

MEGAu12.25

MEG

Borealis Mine, NV

0.719

0.032

4.4

0.5

Coarse Blank

N/A

Rhyolite or Marble Chips

<0.005

-

-

-

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Mt. Hamilton Property Technical Report 136 November 10, 2025

All MEG standards returned a negative bias compared to the recommended value and ranged from 6.2 to 1.5% (Table 11.13). Relative standard deviation range is 4.9 to 12.7%, which is acceptable. MEGAu09.01 had a large percentage of results outside 2 SD and 3 SD, 53.6% and 35.7% respectively. An investigation of the results indicates AAL made a change to the assaying technique in September of 2011. The change is noticeable in Figure 11.19 for MEGAu09.01 and Figure 11.20 for MEGAu09.04 where multiple standard results fall outside 3 SD. Standard results progressively improved over time. No follow up with the lab by Solitario is noted in the 2012 or 2014 SRK reports.

Table 11.13 Solitario MEG Au SRM summary statistics.

Au SRM ID

Sample Count

EV (ppm)

SD

RSD (%)

Bias (%)

Within 2SD
(%)

Within 3SD
(%)

MEGAu09.01

57

0.687

0.016

8.9

-5.7

45.6

63.2

MEGAu09.03

89

2.09

0.166

8.0

-3.7

93.3

98.9

MEGAu09.04

57

3.397

0.204

8.1

-4.2

86.0

93.0

MEGAu11.13

48

1.806

0.081

3.5

-1.5

97.9

100.0

MEGAu11.29

50

3.651

0.319

12.7

-2.1

94.0

96.0

MEGAu12.25

47

0.719

0.032

4.8

-6.2

76.6

93.6

Total

348

 

 

 

 

 

 

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Figure 11.19 Performance chart for Au standard MEGAu09.01.

Source: APEX (2020)

Mt. Hamilton Property Technical Report 137 November 10, 2025

Figure 11.20 Performance chart for Au standard MEGAu09.04.

Source: APEX (2020)

To further evaluate the change in assay techniques, AAL reported internal standard results to Solitario (Table 11.14). AAL used commercially sourced CRMs from Rocklabs of Auckland, New Zealand. Recommended Au values ranged from 0.085 ppm to 4.107 ppm. The standards used were only certified for Au, and not Ag.

Table 11.14 Summary AAL Internal Rocklabs Au CRMs.

Au CRM ID

Prep Lab

Type

EV (ppm)

SD

OxA71

Rocklabs

Oxide

0.085

0.006

OxA89

Rocklabs

Oxide

0.084

0.008

OxI96

Rocklabs

Oxide

1.802

0.039

SK52

Rocklabs

Sulfide

4.107

0.088

SK62

Rocklabs

Sulfide

4.075

0.14

Blank

N/A

N/A

<0.005

<0.005

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

The AAL internal CRM returned an overall negative bias that ranged from 5.1 to 0.9% (Table 11.15). RSD values are low with ranges from 1.54 to 5.97% and are considered acceptable. All standards results were within ±3 SD (Figures 11.21 and 11.22). The change in assay technique noticed in the Solitario MEGAu09.01 standard can also be observed in OxA89 (Figure 11.21). The results are not as prominent but concur with the time frame noticed in the Solitario standards.

Mt. Hamilton Property Technical Report 138 November 10, 2025

Table 11.15 Summary statistics of internal AAL Au CRMs.

Au
SRM
ID		 Sample
Count		 EV
(ppm)		 SD RSD (%) Bias (%) Within
2SD
(%)		 Within
3SD
(%)
OxA71 68 0.085 0.006 5.7 -1.6 98.5 100.0
OxA89 107 0.084 0.008 6.0 -5.1 100.0 100.0
OxI96 66 1.802 0.039 2.2 -0.9 97.0 100.0
SK52 87 4.107 0.088 1.5 -1.4 100.0 100.0
SK62 76 4.075 0.140 2.6 -1.4 98.7 100.0
OxA71 68 0.085 0.006 5.7 -1.6 98.5 100.0
Total 472            

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Figure 11.21 Performance chart for AAL Rocklabs Au standard Ox89.

Source: APEX (2020)

Mt. Hamilton Property Technical Report 139 November 10, 2025

Figure 11.22 Performance chart for AAL Rocklabs Au standard SK52.

Source: APEX (2020)

The MEG standards also provided recommended Ag values, that are summarized in Table 11.16. Bias values for Ag ranged from -12.2 to 8.7%, whilst the RSD values ranged from 4.7% to 9.4%. The variability in the bias and RSD may reflect the partial digest, i.e. 2-acid, used the multi-element package that reported Ag. Two high Ag values in MEGAu09.03 (Figure 11.23) and may represent contamination from high-grade Ag samples analyzed prior to the standard. Comparison of other MEGAu09.03 standards used in multi-element analyses, indicate the standard is correct.

Table 11.16 Silver SRM summary statistics.

Ag SRM ID

Sample Count

EV (ppm)

SD

RSD (%)

Bias
(%)

Within 2SD
(%)

Within 3SD
(%)

MEGAu09.01

56

9.585

0.958

6.2

8.7

98.2

100.0

MEGAu09.03

86

17.218

1.822

9.4

8.6

96.5

97.7

MEGAu09.04

58

26.267

3.299

4.9

4.1

100.0

100.0

MEGAu11.13

48

10.6

0.7

4.9

-3.3

97.9

100.0

MEGAu11.29

50

13.4

0.9

5.4

1.4

94.0

98.0

MEGAu12.25

47

4.4

0.5

4.7

-12.2

100.0

100.0

Total

345

 

 

 

 

 

 

Notes: EV = Expected Value, SD = Expected Standard Deviation. Source: APEX (2020)

Mt. Hamilton Property Technical Report 140 November 10, 2025

Figure 11.23 Performance chart for Ag standard MEGAu09.03.

Source: APEX (2020)

11.6.5.3 Duplicates

Solitario inserted 181 field duplicates for both core and RC drilling between 2011 and 2012. An additional 692 pulp duplicates were analyzed by AAL (Table 11.17). All duplicates were analyzed using a 30 g charge, FA digest and AA finish.

R2 for both field duplicates and pulp lab duplicates were above 0.9, as shown in Figures 11.24 and 11.25. The CV value for field duplicates was 20.4%, whilst the pulp lab duplicate was 10.2%. Both values are considered acceptable given the style of Au mineralization.

Table 11.17 Statistical summary of duplicates.

Description

Total
Count

Samples Above
Detection Limit (DL)

CV (% Above
DL)

R2 (Above DL)

Field Duplicate

181

146

20.4

0.92

Pulp Lab Duplicate

692

502

10.2

1.00

Total

873

648

 

 

Source: APEX (2020)

Mt. Hamilton Property Technical Report 141 November 10, 2025

Figure 11.24 Field duplicate scatter plot Au performance chart.

Source: APEX (2020)

Figure 11.25 Lab pulp duplicate scatter plot Au performance chart.

Source: APEX (2020)

Mt. Hamilton Property Technical Report 142 November 10, 2025

11.6.6 Mt. Hamilton LLC

APEX (2019) conducted a silver re-assay program on select pulps from Mt. Hamilton as part of its Mt. Hamilton database validation effort (see Section 12). This work was completed on archived pulp samples stored at the Property's main archive facilities from which 664 samples were collected. All samples were submitted to ALS Global in Reno, NV, for 30 g charge, FA digest with a gravimetric finish (Ag-GRA21), as well as 0.25 g charge, 4-acid digest with AA finish (Ag-AA61). No independent QA/QC samples were inserted in the sample sequence. Only lab-inserted QC samples that were reported on the analytical certificates are discussed.

11.6.6.1 Blanks

A total of 23 "Geochem" blanks and 11 "assay" blanks were analyzed along with the 2019 Ag 're-assay' samples. The "assay" blank (identified as 19097270) were all below the detection limit for the FA-Grav21 technique, which was 5 ppm. Similarly, all of the "Geochem" blank (identified as 19053426), were all below the detection limit for the AA61 technique, which was 0.5 ppm Ag.

11.6.6.2 Standards

A total of 48 standard reference samples were analyzed along with the 2019 Ag 're-assay' samples at ALS. The standards represented six different certified reference materials, one of which was only analyzed once with a second only analyzed twice (within acceptable limits). Figure 11.26 illustrates the results of the analyses of the remaining four lab-inserted standard reference materials are presented below. There were no significant issues noted with the analytical work completed at ALS.

Mt. Hamilton Property Technical Report 143 November 10, 2025

Figure 11.26 Standard reference material analyses for the 2019 Ag analyses.

Source: APEX (2020)

11.6.6.3 Duplicates

A total of 22 duplicate Ag FA analyses (AA61) were completed and shown in Figure 11.27. The duplicate data shows an excellent correlation.

Mt. Hamilton Property Technical Report 144 November 10, 2025

Figure 11.27 2019 duplicate Ag analyses.

Source: APEX (2020)

11.6.7 Analysis of Au FA and cyanide data

The Mt. Hamilton drillhole database contains several analytical procedures, including a mix of Au determined by fire assay (AuFA) (45,908) and cyanide (AuCN) (27,234) leaching, including 21,139 samples for which only AuCN data is available. The challenge being that the cyanide extraction process is a partial extraction technique and thus results in a "partial" gold assay value, whereas fire assaying results in a "total" gold value. The database includes some 6,095 samples on which both AuFA and AuCN paired analyses have been performed. An examination of this data showed that the mean AuCN value was approximately 29% lower than the mean Au-FA value (Figure 11.28). However, the difference between the two analytical techniques was found to vary slightly as a function of grade and oxidation state (Figure 11.29).

Mt. Hamilton Property Technical Report 145 November 10, 2025

Figure 11.28 Comparison of Au-CN with Au-FA methods.

Source: APEX (2020)

Figure 11.29 Gold analytical technique vs oxidation state.

Source: APEX (2020)

11.6.8 Analysis of Ag data

APEX completed a detailed review of silver assay (analytical) data and observed that although silver is present in varying amounts throughout the Centennial and Seligman deposit areas, it has been inconsistently analyzed throughout the history of the Property. As a result, there are a number of different Ag analytical techniques within the Mt. Hamilton drillhole database, such as aqua regia (AR), cyanide leach (CN), fire assay (FA) and 4-acid (4A) digests. As with the Au data, there is a significant portion of the drillhole database where Ag analyses are reported by only partial extraction using aqua regia/2 acid digest, particularly for the 1994 to 1997 Rea Gold era of drilling, which accounts for more than 50% of the database. In addition, there are 19,606 samples for which there are no recorded Ag analyses.

Mt. Hamilton Property Technical Report 146 November 10, 2025

A "Ag re-assay" program was completed in 2019 to assess the variability of Ag data in key areas of the database and provide additional data for quantifying the relationship between Ag analyses by different techniques. The Ag re-assay program involved archived pulps samples from recent (2008-2012) drilling. APEX selected several pulps from the archived samples at the Ely facility and MM-LLC geologists selected pulps from the Lovelock facility for re-analysis. A number of the pulps had insufficient material, however, a total of 664 pulps contained sufficient pulp material for follow-up assaying. The distribution of drillholes that these pulps were collected from is shown in Figure 11.30.

Figure 11.30 Drillhole location and pulp selection.

Source: APEX (2019)

Mt. Hamilton Property Technical Report 147 November 10, 2025

The main Ag analytical techniques in the database included total Ag (or near total) by FA and 4A geochemical analysis (near total 4 acid digestion), as well as partial Ag analytical techniques including geochemical analysis with AR digest and CN leach. In order to allow for the calculation of near total 4A Ag values for samples with partial extraction Ag values (i.e. Ag-AR and/or Ag-CN values), the 664 samples were analyzed for Ag by 4A, AR and CN digests. An examination of the resulting data for these samples identified only a 6% difference (drop) in the mean AR value relative to the 4A technique (Figure 11.31). However, there is a 53% difference (drop) in the mean CN value relative to the 4A technique (Figure 11.32). The relationship between CN and 4A values was found to vary somewhat with the degree of oxidation of the samples.

Figure 11.31 Comparison Ag AR to Ag 4 acid analytical technique.

Source: APEX (2019)

Mt. Hamilton Property Technical Report 148 November 10, 2025

Figure 11.32 Comparison Ag CN to Ag 4 acid technique.

Source: APEX (2019)

An additional 64 pulps (62 with sufficient material), from the 2010 to 2012 drillholes were analyzed for follow-up FA silver analyses to compare silver by FA versus 4 acid digestion. In general, the results from 4 acid digestion method had a slightly higher (6%) mean grade compared to the FA values (Figure 11.33). The FA method employed a 30 g aliquot, whereas the 4A digestion utilizes a 0.5 g aliquot.

Mt. Hamilton Property Technical Report 149 November 10, 2025

Figure 11.33 Comparison Ag FA to Ag 4 acid technique.

Source: APEX (2019)

11.7 Adequacy of Sample Collection, Preparation, Security and Analytical Procedures

QA/QC procedures form a key component in supporting sample precision and accuracy, and therefore the validity of the data on which Mineral Resource estimates are based. Through evaluating the QA/QC results for a combination of blanks, SRMs, CRMs, and different types of sample duplicates (field, crushed and pulverized), it is possible to assess potential sources of grade variability within the samples.

Mr. Turner and Mr. Dufresne reviewed the supplied blank, SRM, CRM, and duplicate sample submissions, and the laboratory and assay methods used. Based on the QA/QC results, Mr. Dufresne is of the opinion that the sample preparation and assay methods are free from significant contamination. Assay methods are also considered to be reasonably accurate and, in the case of the SRM/CRM samples, to have a good level of precision.

Mr. Dufresne concurs with the previous assessments by MRDI (1997) and SRK (2009) that the observed assay variations are within acceptable limits and that there is no evidence of significant analytical issues in the historical data within the current Mt. Hamilton database. It is the opinion of Mr. Dufresne that the sample preparation, security, and analytical procedures adopted meet accepted industry standards and are adequate to ensure overall data quality.

Mt. Hamilton Property Technical Report 150 November 10, 2025

12 Data Verification

The details of a significant data verification effort that was conducted in 2019 by APEX and MH-LLC on the drillhole database are discussed below. This work included:

• Core processing facility

o Examination of original drill logs, analytical certificates, collar surveys, downhole surveys, geological logs and data, density measurements and a significant validation effort regarding the analytical database.

o Discussion of Property geology with MH-LLC project geologists.

• Mt. Hamilton Property

o Visit Seligman pit and road cuts plus reclaimed drill pads at Centennial.

o Discussion of Property geology with MHLLC project geologists.

The 2018-2019 database verification, re-logging and geological modeling work completed by APEX was supervised by Authors, Mr. Michael Dufresne, M.Sc., P.Geol., P.Geo. (President and Senior Consulting Geologist) and Mr. Andrew Turner, P.Geol. (Principal and Senior Consulting Geologist). The work included a total of 4 visits to Ely, NV by APEX personnel including a formal site visit to the Mt. Hamilton Property involving Mr. Dufresne and Mr. Turner on November 2, 2017. Subsequently, APEX personnel conducted work at the Ely storage facility during 3 visits between February 23 and March 3, 2018; April 5 and 20, 2018; and February 5 and 11, 2019.

12.1 Mt. Hamilton Databases

Data associated with the Mt. Hamilton Property was stored by various operators using several different electronic sample databases. No documentation has been found describing the type of database used by Union Carbide, Phillps, Westmont and Augusta to store data.

Little documentation is available regarding the acquisition or storage of data for Rea Gold. Based on the MRDI 1997 report it appears data was stored digitally in a Mineral Evaluation Data System (MEDS) format, an early 3-D modeling and mining software developed by Mintec (now Hexagon). SRK managed the drill-hole database on behalf of Solitario. SRK initially used Microsoft Access before transferring across to Hexagon's MineSight Torque based database system.

In 2019, Mt. Hamilton LLC commenced hosting the drillhole database in Maxwell's DataShed, a database management software. Original certificates in csv format were directly imported, or csv files generated from pdf or paper versions and then imported. As of the date of this report, information that has been loaded into DataShed includes collar, downhole survey, assay, lithological and multi-element data. Mt Hamilton LLC's database is maintained on the Company's remote server located in another USA state, and nightly remote back-ups are made.

Mt. Hamilton Property Technical Report 151 November 10, 2025

12.2 APEX Drillhole Verification

12.2.1 Collar Locations

Roughly half of the drillholes (538) within the current Mt. Hamilton drill database were drilled between 1994 and 1997 when Rea Gold was conducting mining at the Seligman Deposit. The exact method of capturing collar coordinates was not recorded, however, based upon a previous review of the data prior to a historical resource estimation effort completed in 1997 (MRDI, 1997) and based upon the degree of accuracy of the coordinates (most values are recorded to the tenth of a foot), it is likely that the collars were formally surveyed by the mine survey team. A number of paper copies of what look like survey instrument coordinate and information dumps were located and verified against the geological paper logs and the digital drillhole database coordinates. The locations of the 2008, 2010, 2011 and 2012 drillholes (76), were determined by formal surveying by Basin Engineering, Ely, Nevada using a Trimble R8 GNSS system.

With respect to the remaining drillholes within the current Mt. Hamilton drill database, for which there is currently no formal supporting documentation for their collar locations, APEX was unable to find any such documentation during its extensive document search. Mining at the Seligman Deposit in the 1990's has eliminated the possibility of physical collar validation in the field. Additionally, during visits to the site in May 2018 and April 2019, it was noted by APEX personnel that the majority of the trails/roads at the Centennial Deposit area, along which drilling was conducted, had been reclaimed, which precluded the checking of many drill collars on the ground. That being said, an examination of the drill collars at the Centennial Deposit in Google Earth showed that they correlate well with the visible extents of the now reclaimed drill trails.

12.2.2 Downhole Surveys

The current Mt. Hamilton drill database includes 85 holes (7% of the total) with documented downhole orientation survey data (Table 12.1). The number of holes has been increased by recent document searches completed by APEX from the 28 drillholes with recorded downhole surveys in the pre-2018 Mt. Hamilton drill database.

Table 12.1 Downhole surveys classified by year and company/contractor

Year

No. of holes

Target

Company

1975-1995

27

Mt Hamilton

Unknown

1961-1981

29

Monte Cristo/U4

Unknown

1997

4

Mt Hamilton

Compu-Log Unknown Contactor

2010-2013

25

Mt Hamilton

International Directional Services

Source: APEX (2019)

The holes show very minor deviation rates and SRK (2010) noted that 15% of the 1997 drillholes were surveyed (downhole) and showed very minor deviations of less than 2 ft per 200 ft horizontally. Furthermore, it should be noted that nearly 80% of the drillholes within the current Mt. Hamilton drill database are vertical and thus deviations are likely to be limited and, even if present, would likely be consistent.

Mt. Hamilton Property Technical Report 152 November 10, 2025

12.2.3 Assay Database

Extensive work has been completed by APEX and MH-LLC to import the drillhole database into DataShed based on the original certificate data and along with all the metadata. The database has been verified and is considered to be appropriate for use in the resource estimation effort discussed in Section 14 of this Report. In the opinion of APEX, there are no unusual circumstances or factors that would adversely affect the quality of the current Mt. Hamilton drill database.

12.2.3.1 Silver Re-assay 2019 Program

A total of 664 MH-LLC archived pulps spanning the 2010 to 2012 drill programs were re-assayed for silver at ALS in Reno, NV in 2019. The majority of the archived pulp samples contained >100 g of material. All of the samples were analyzed for trace silver utilizing Atomic Absorption Spectroscopy (AA) following a near-total 4-Acid digestion (lab code Ag-AA61, 0.25 g sample aliquot). Samples returning Ag results > 10 ppm Ag (64) were additionally analyzed by a gravimetric fire assay (lab code Ag-GRA21, 30 g sample aliquot). All samples were homogenized (HOM-01) prior to analysis. ALS Reno is an ISO 9001:2015 certified and ISO/IEC 17025:2017 accredited geoanalytical laboratory and is independent of the Company, the Author.

Sampling was conducted during the resource and modeling stages to compare analytical finishes across historic data (4A, AR, and CN). Comparison of the analytical techniques of the historical samples identified a 6% difference (drop) in the mean Ag AR value relative to the Ag 4A technique, and a 53% difference (drop) in the mean Ag CN value relative to the 4-acid technique. Additionally, the relationship between Ag cyanide leach and Ag 4-acid values were found to vary with the degree of oxidation of the samples.

12.2.4 Drill Log Lithologic Units

APEX examined almost all of the available archived drill logs representing 1,027 of the 1,090 drillholes within the current database. Although several different logging styles have been utilized throughout the historical drilling at the Property, no significant issues were noted with respect to the major lithologic units recorded in the database relative to the original log descriptions.

12.2.4.1 Detailed Centennial Drill Sections

APEX conducted detailed examinations and re-logging of archived chips from 35 RC drillholes and intervals from 13 core holes, all from the Centennial deposit area. The relogged drillholes at Centennial were selected for their location along six northeast oriented sections distributed along the full length of the Centennial deposit. The detailed re-log by APEX of the 48 Centennial holes refined lithologic units, including the extent of the mineralized zones, and added detail with respect to sulfide occurrences, quartz vein and oxide type (color) and intensity (degree of oxidation).

Mt. Hamilton Property Technical Report 153 November 10, 2025

12.2.5 Specific Gravity Measurements

APEX (2019) located and tested two original SRK SG samples at the Ely facility that were comprised of quartered pieces of core still in their respective sample bags, which had not yet been returned to their respective core boxes. The first sample comprised 9 pieces of uncoated quartered core from hole MH12017 from the interval 280 to 284 ft, for which APEX's weighted average SG measurement was 2.55, versus the SRK measurement of 2.57 (within 1%). The second sample comprised wax coated quartered core pieces from the same hole but representing from the interval 42.2 to 47.2 ft. APEX (2019) examined the unwaxed pieces of core from the same interval still remaining in the archived core box and measured an SG value of 2.51. This value compared favorably (within 1% of) against the SRK SG determination of 2.53.

12.2.6 Comments on Drillhole Data Verification

Data verification completed by Author, Mr. Dufresne, comprised of checking collar, survey, geology, assay certificates and specific gravity measurements used in the MRE. Data verification did not identify material errors, suggesting that the drillhole database is reliable and can be used for the purposes of Mineral Resource estimation.

12.3 QP Site Inspection

Mr. Michael Dufresne, MSc, P.Geol., P.Geo, President of APEX and a Qualified Person, conducted a site inspection of the Mt. Hamilton Property for verification purposes on September 29, 2025. The inspection was conducted to assess the current site conditions and access, as well as Mt. Hamilton geology, alteration, and mineralization, and to collect independent verification samples. Mr. Dufresne traversed the north central portion of the Property and collected 6 outcrop samples for multi-element analysis. Mr. Dufresne maintained custody of the samples and delivered them directly to the ALS North Vancouver laboratory upon his return to Canada. Each sample was subject to standard preparation, gold analysis by fire assay, and multi-element analysis by four-acid digestion with ICP-MS finish (ALS method ME-MS61). ALS Vancouver is an ISO 9001:2015 certified and ISO/IEC 17025: ISO/IEC 17025:2017 accredited geoanalytical laboratory and is independent of the Company, the Author.

Rock types and mineralization observed at the Property are consistent with the reported geology and historical exploration results. The maximum values of gold and tungsten were returned from sample 25MDP501 collected to the south of the Centennial deposit (Figure 12.1 and Table 12.2). Sample 25MDP501 returned 0.922 ppm Au, 24.8 ppm Ag, 291 ppm As, 242 ppm Sb, 1,100 pm Cu, and 411 ppm W. Sample 25MDP500 returned 6,880 ppm Mo and 298 ppm W.

The QP samples returned low grade gold mineralization, elevated molybdenum and tungsten, and anomalous pathfinder elements, including antimony and arsenic. 

Mt. Hamilton Property Technical Report 154 November 10, 2025

Figure 12.1 Traverse and samples collected during the author's 2025 site visit.

Mt. Hamilton Property Technical Report 155 November 10, 2025

Source: APEX (2025)

Mt. Hamilton Property Technical Report 156 November 10, 2025

Table 12.2 QP site visit sample results.

Sample ID Easting
NAD83
Zone 11
(metres)		 Northing
NAD83
Zone 11
(metres)		 Easting
NAD27
Zone 11
(ft)		 Northing
NAD27
Zone 11
(ft)		 Rock Description Au
(ppm)		 Ag
(ppm)
25MDP500 624423 4346079 2048650 14258076 Possible molybdenite and specularite in skarnified sediments south edge of Deep Pit 0.001 0.08
25MDP501 624404 4345049 2048563 14254701 Weakly altered, malachite and Qtzv sediments 0.922 24.8
25MDP502 624491 4345428 2048867 14255938 Stockwork veins, altered monzonitic intrusion with flat limonitic zones 0.025 9.54
25MDP503 624310 4345949 2048259 14257653 Altered limonitic intrusion 0.194 4.07
25MDP504 623970 4345811 2047163 14257197 Banded sediment goethitic Qtzv 0.821 1.22
25MDP505 624317 4346214 2048281 14258521 Qtzv and limonitic rock west edge of Seligman Pit 0.773 0.92

Source: APEX (2025)

12.4 Validation Limitations

A large portion of the data is historical in nature and incomplete records of original data result in some limitations during verification campaigns.

12.5 Adequacy of the Data

Mr. Dufresne has reviewed the adequacy of the exploration and mining information and the Property's physical, visual, and geological characteristics. No significant issues or inconsistencies were discovered that would call into question the validity of the data. In the opinion of Mr. Dufresne, the Property data is adequate and suitable for use in this Report, including the MRE.

Mt. Hamilton Property Technical Report 157 November 10, 2025

13 Mineral Processing and Metallurgical Testing

Metallurgical testwork confirms that material from the Centennial, Seligman, and Seligman Stock (Igneous) deposits are amenable to a conventional heap leach flowsheet. Metallurgical interpretation for these deposits is based on the 2019 data package provided by MH-LLC.

The processing plan would envision mineralized material from all three deposits being crushed to 5/8 inch before being stacked by a mobile conveyor system and heap leached; cement agglomeration would not be required given the crushed material's good permeability characteristics. Solubilized gold and silver would be recovered from the leachate using zinc cementation in a Merrill-Crowe circuit; precious metal precipitate would subsequently be smelted to produce doré on-site.

13.1 Metallurgical Testwork

Testwork for the Mt. Hamilton Property consists of 6 campaigns which occurred between 1988 and 2013 with the majority of test work focusing on the development of a heap leach process flowsheet and design (Table 13.1). Material from the Centennial deposit was tested in campaigns between 1988 and 2011, while the campaigns between 2011 and 2013 tested material from the Seligman and Seligman Stock deposits. All campaigns were conducted at McClelland Laboratories, Inc. (MLI) and Kappes, Cassiday & Associates (KCA), both reputable metallurgical laboratories with respect to heap leach testing. The full body of testwork consisted of 21 column leach tests and 218 bottle roll tests, as well as load permeability testing and multi-element ICP analysis.

Table 13.1 Testwork campaign summary.

Year

Deposit

Testwork campaign

Column
leach tests

Bottle roll
tests

1988

Centennial

MLI 1263

3

8

1997

Centennial

KCA

9

5

2010

Centennial

MLI 3354

2

64

2011

Seligman Stock

MLI 3604

-

16

2011

Centennial

MLI 3528

2

38

2013

Seligman, Seligman Stock

MLI 3777

5

87

Total:

21

218

All 3 deposits exhibit fast leaching kinetics with high heap leach recoveries for oxide materials; recoveries for sulphide materials are lower. Gold recovery is generally insensitive to feed size between 1.5" and 140 mesh with no relationship observed between head grade and column leach test recovery. 12 of the 21 column leach tests were subjected to short leach cycles and were terminated at ≤54 days; laboratory data shows that leaching of gold and silver was still occurring when these tests were terminated, and that additional recovery would be expected with a longer or extended leach cycle. Reagent consumption levels for all three deposits is expected to be low to moderate.

Mt. Hamilton Property Technical Report 158 November 10, 2025

ICP analysis of the samples tested showed low concentrations of mercury and copper. Some samples, primarily from the Seligman and Seligman Stock deposits, did report relatively high concentrations of arsenic, zinc, and lead; however, these elements did not appear to substantially affect recovery or reagent consumption under heap leach processing conditions and are not expected to impact operations. ICP analysis of pregnant solutions from column leach tests confirm this by showing that the deleterious elements present in the samples did not significantly solubilize during the column leach tests.

13.1.1 1988 - MLI Job No. 1263

Drill core sample from the Centennial deposit was used to prepare 2 composites, referred to as the Upper Zone and Lower Zones, for bottle roll and column leach testing. Both composites have been classified as oxide material. The Upper Zone composite reported an average head grade of 0.041 oz/ton Au and 0.14 oz/ton Ag while the Lower Zone composite reported an average head grade of 0.077 oz/ton Au and 0.19 oz/ton Ag. Bottle rolls were conducted at feed sizes of P80 ¾", ½", ¼", and 100 mesh, while column leach tests were conducted at feed sizes of P100 ¼" and ¾" for the Lower Zone and ¼" for the Upper Zone.

Bottle roll recoveries were variable between 66.7% Au and 83.8% Au with a weak relationship between finer feed sizes and increasing recovery.

Column leach tests showed rapid gold extraction with recoveries of 77.2% Au to 80.4% Au after 47 days of leaching. Silver recoveries were lower, ranging from 36.8% Ag to 40.0% Ag. Column leach tests showed low consumption of cyanide, ranging from 1.24 lb/ton to 1.43 lb/ton, with moderate addition rates of hydrated lime, ranging from 5 to 7 lb/ton. Good permeability characteristics were reported with no agglomeration pre-treatment required for the column leach tests. Tailings screen analysis indicated that crushing to feed sizes finer than ¾" would not significantly increase heap leach recovery.

13.1.2 1997 - KCA 

Drill core sample from the Centennial deposit was used to prepare 8 composites for bottle roll and column leach testing. All composites have been classified as oxide material. Head grades for the composites ranged from 0.039 oz/ton Au to 0.126 oz/ton Au and 0.17 oz/ton Ag and 0.63 oz/ton Ag. Bottle rolls were conducted on 5 composites at a feed size of P100 100 mesh. A total of 9 column leach tests were conducted on the 8 composites: 2 at a feed size of P100 1.5", and 7 at a feed size of P100 1" with one of the composites being tested at both feed sizes.

Bottle roll test gold recoveries ranged from 82.1% Au to 90.6% Au while silver recoveries ranged from 22.2% Ag to 69.7% Ag.

Column leach test gold recoveries ranged from 77.5% Au to 86.0% Au, averaging 81.7% Au, after 54 days of leaching for those conducted at a feed size of 1.5"; for those conducted at a feed size of 1" gold recoveries ranged from 65.9% Au to 82.5% Au, averaging 76.5% Au, after 44 to 48 days of leaching. For all 9 column leach tests silver recoveries were lower than gold recoveries and ranged between 9.1% Ag to 58.8% Ag. Column leach tests showed low consumption rates of cyanide, ranging from 1.27 lb/ton to 1.91 lb/ton, with a low hydrated lime addition rate of 2.0 lb/ton. Copper concentration levels in the pregnant leach solution was assayed during the column leach tests and was generally low; maximum copper solution concentration ranged between 6.73 mg/L to 59.0 mg/L with an average of 28.3 mg/L for all column leach tests. Results from the column leach tests suggest good permeability characteristics with a low amount of compaction, or slump, being recorded during the tests.

Mt. Hamilton Property Technical Report 159 November 10, 2025

13.1.3 2010 - MLI Job No. 3354

Samples from 2 Centennial deposit drillholes, MH08004 and MH08005, were used to prepare 16 drill core interval composites and 16 assay reject composites which were subjected to bottle roll leach tests before being composited into 2 individual drillhole composites for column leach testing. All composites have been classified as oxide material. Drill core interval composite head grades ranged from <0.0003 oz/ton Au to 0.126 oz/ton Au while assay reject composite head grades ranged from <0.0003 oz/ton Au to 0.0878 oz/ton Au. Drill core interval composites were subjected to bottle roll tests at feed sizes of P100 1.5", 1", ½" while assay reject composites were subjected to bottle roll tests at a feed size of P100 12 mesh. Column leach tests were performed on the individual drillhole composites at a feed size of P100 1".

Average recoveries from the MH08004 composites at 1.5", 1", ½" and 12 mesh feed sizes were 67.6% Au, 74.8% Au, 75.8% Au and 79.4% Au, respectively. Average recoveries from the MH08005 composites at 1.5", 1", ½" and 12 mesh feed sizes were 62.0% Au, 62.1% Au, 71.4% Au and 70.9% Au, respectively.

Calculated head grades for column leach test composites were 0.0324 oz/ton Au and 0.376 oz/ton Ag for the MH08004 composite, and 0.0332 oz/ton Au and 0.423 oz/ton Ag for the MH08005 composite. Recoveries were 72.1% Au and 21.7% Ag in 122 days of leaching for the MH08004 composite; recoveries were 75.5% Au and 37.9% Ag in 121 days of leaching for the MH08005 composite. Extraction of gold was relatively rapid for both composites. Cyanide consumption was moderate for both composites, ranging from 2.70 lb/ton to 3.08 lb/ton, with a moderate hydrated lime addition rate of 4.4 lb/ton. Pregnant leach solution composites from days 1 to 5 of column leach testing were subjected to ICP analysis; copper concentration ranged from 15.8 mg/L to 22.2 mg/L while concentrations of arsenic, mercury, zinc and lead were low. Good permeability characteristics were reported with a low amount of slump being recorded during the tests.

"Spotty", or coarse, gold was reported with some of the composites with a poor reconciliation between actual and calculated head assays.

13.1.4 2011 - MLI Job No. 3604

This testwork program sought to compare performance for heap leaching and milling of Stock material. Reverse circulation cuttings from 2 Stock drillholes, MH11003 and MH11004, were used to prepare 8 composites for bottle roll testing. All composites have been classified as oxide material. Bottle roll tests at feed sizes of P80 12 mesh and P80 140 mesh were conducted on each of the 8 composites for a total of 16 bottle roll tests.

Samples used for bottle roll tests had gold head grades ranging from 0.0086 oz/ton Au to 0.0206 oz/ton Au. Gold recoveries for the 12 mesh bottle roll tests ranged from 59.2% Au to 82.1% Au while gold recoveries for the 140 mesh bottle roll tests ranged from 57.5% Au to 83.2% Au, confirming that no material improvement to gold recovery was achieved by grinding down to 140 mesh. Samples for all bottle roll tests had an average silver head grade of 10.5 oz/ton Ag; silver recovery for all bottle roll tests averaged 52.1% Ag with an average increase in silver recovery of 12.8% as a result of grinding to 140 mesh. Cyanide and lime requirements for all bottle roll tests were low.

Mt. Hamilton Property Technical Report 160 November 10, 2025

ICP analysis was performed on all 8 composites. Arsenic concentration ranged from 674 ppm to 2030 ppm, copper from 81 ppm to 337 ppm, and antimony from 88 ppm to 235 ppm, while concentrations of mercury, lead, and zinc were low. A correlation between increasing sulfur content (ranging from 0.03% to 0.15%) and increasing silver tailings grade was noted; no other significant correlations were reported. The report noted that assay repeatability for all samples was good.

13.1.5 2011 - MLI Job No. 3528

Samples from 3 Centennial deposit drillholes, MH10002, MH10003, and MH10004, were used to prepare 9 variability composites and 9 assay reject composites for bottle roll testing; the 9 variability composites were later combined into 2 composites for column leach testing. Of the 9 variability composites, 8 were classified as oxide with 1 classified as sulfide. Comminution testing was also performed on 3 whole drill core samples from 1 drillhole, MH10009.

Variability composite average head grades ranged from 0.019 oz/ton Au to 0.107 oz/ton Au, and 0.312 oz/ton Ag to 1.17 oz/ton Ag. Bottle rolls were conducted on all composites at a feed size of P80 ¾" and 140 mesh; 2 composites were also tested at P80 of ½", ¼", and 12 mesh for a total of 24 bottle rolls. Gold recovery at ¾" ranged from 32.2% Au to 73.7% Au, averaging 58.0% Au. Silver recovery at ¾" ranged from 12.0% Ag to 41.3% Ag, averaging 29.6% Ag. 3 of the 9 variability composites showed a significant increase to gold recovery at 140 mesh grind sizes, however the other composites showed negligible gold recovery sensitivity to feed size. Reagent requirements for bottle roll tests were generally moderate.

Assay reject composite average head grades ranges from 0.017 oz/ton Au to 0.133 oz/ton Au, and 0.22 oz/ton Ag to 1.84 oz/ton Ag. Bottle rolls were conducted on all composites at a feed size P80 of 140 mesh; 5 composites were also tested at a feed size P80 of 12 mesh for a total of 14 bottle roll tests. Gold recovery at 140 mesh ranged from 61.8% Au to 84.9% Au, averaging 72.4% Au. Silver recovery at 140 mesh ranged from 41.0% Ag to 75.7% Ag, averaging 58.7% Ag. No recovery sensitivity to feed size was observed. Reagent requirements for bottle roll tests were varied and ranged from low to high.

Comminution testing consisted of Bond Crushing Work Index and Bond Abrasion Index testing. Results for Crushing Work Index testing were low at 4.97 kWhr/ton, 7.85 kWhr/ton, and 8.03 kWhr/ton. Results for abrasion testing were also low at 0.00149, 0.00253, and 0.00124.

Head grades for column leach test composites were 0.0335 oz/ton Au, 0.472 oz/ton Ag, and 0.0452 oz/ton Au, 0.659 oz/ton Ag. 1 column leach test at a feed size of P80 ¾" was conducted on each composite. Recoveries for the 2 column leach tests were 81.7% Au and 35.6% Ag, and 79.4% Au and 56.6% Ag, in 118 days of leaching. Gold extraction was rapid for both composites. Cyanide consumption was moderate to high for both composites, ranging from 3.58 lb/ton to 3.76 lb/ton, with a moderate hydrated lime addition rate of 4.4 lb/ton. Tailings screen analysis indicated that crushing to feed sizes finer than ¾" would not significantly increase heap leach recovery. Good permeability characteristics were reported with a low amount of slump being recorded during the tests. Compacted load permeability testing was also performed and confirmed that the un-agglomerated material maintained adequate percolation characteristics to a stacking height of 224 ft.

Mt. Hamilton Property Technical Report 161 November 10, 2025

ICP analysis was performed on the variability composites. Arsenic concentration ranged from 510 ppm to 2270 ppm. Copper concentrations ranged from 74 ppm to 727 ppm. Lead concentrations ranged from 51 ppm to 1780 ppm, averaging 658 ppm. Antimony ranged from 153 ppm to 8650 ppm, with mean and median concentrations of 1652 ppm and 450 ppm, respectively. Zinc concentrations ranged from 279 ppm to 2900 ppm, averaging 1360 ppm. Mercury concentrations were low. A statistical analysis of the ICP data and the bottle roll test results did not reveal any significant correlations. The report noted that assay repeatability for all samples was good.

13.1.6 2013 - MLI Job No. 3777

This testwork campaign focussed on acquiring data to support the processing of oxide and sulphide material from Seligman and Seligman Stock deposits, as well as confirming the then-established process design criteria by conducting preg-robbing investigations and additional variability bottle roll tests. Separate sets of composites were prepared for preg-robbing, column leach, and variability bottle roll testing. Intervals used for all composites are shown in Appendix A.

Drill core samples from 4 drillholes were used to prepare 6 composites for preg-robbing investigation. The composites had gold head grades ranging from 0.0050 oz/ton Au to 0.461 oz/ton Au. The investigation consisted of paired bottle roll tests, at a feed size of 140 mesh, with and without carbon in the test charge. These tests indicate the potential for preg-robbing behavior if the recovery for tests with carbon are significantly higher than for those without carbon, implying that the tests without carbon have been "preg-robbed" of solubilized gold and thus report lower recoveries. Recoveries from the samples were low, ranging from 2.1% Au to 30.5% Au, however no significant difference in recoveries between any of the paired bottle roll tests was observed, therefore confirming that no preg-robbing species were present in the samples.

Drill core intervals were used to prepare 32 variability composites for bottle roll testing. Each composite was tested at a feed size P80 of 12 mesh and 140 mesh for a total of 64 variability bottle roll tests. Head grades for the composites ranged from 0.0061 oz/ton Au to 0.124 oz/ton Au and 0.035 oz/ton Ag to 3.03 oz/ton Ag. Gold assay repeatability was generally good. Gold recoveries for the 12 mesh tests ranged from 6.6% Au to 87.1% Au while for the 140 mesh tests gold recoveries ranged from 6.3% Au to >97.8% Au. In general, variability bottle roll test recoveries were not sensitive to grind size with more oxidized composites tending to report higher recoveries. Reagent consumptions for the bottle roll tests varied widely from low to high.

ICP analysis was performed on the variability composites. Arsenic concentration was moderate to high, ranging from 385 ppm to >10,000ppm. Copper concentration was low, ranging from 11.3 ppm to 274 ppm. Lead concentration was low to moderate, ranging from 7 ppm to 3780 ppm. Zinc concentration was low to moderate, ranging from 169 ppm to 7130 ppm. Mercury and organic carbon concentrations were low.

Drill core samples from 7 drillholes were used to prepare 6 composites for column leach testing. Table 13.2 shows the source deposit and redox classification of these samples. All 6 composites were subjected to bottle roll tests at a feed size P90 ¾", composite MHSS showed poor recovery at this size and was not tested further. The remaining 5 samples were subjected to bottle roll tests at a feed size of P90 140 mesh followed by column leach testing at a feed size P90 of ¾". All composites exhibited only slightly increased bottle roll test recoveries at the finer grind size with the exception of composite MHSO which showed a recovery increase of 22.3% Au when ground to 140 mesh.

Mt. Hamilton Property Technical Report 162 November 10, 2025

Table 13.2 MLI 3777 composite data.

 

Composite

 

Deposit

 

Redox

Calculated head
grade

Bottle roll test
recovery, 3/4"

Column leach test
recovery, 3/4"

oz/ton
Au

oz/ton
Ag

% Au

% Au

% Ag

MHSO

Seligman

Oxide

0.021

0.041

54.3%

73.2%

42.9%

MHIO

Stock

Oxide

0.016

0.149

68.2%

85.5%

26.2%

MHCNO

Stock

Oxide

0.021

0.397

74.4%

78.1%

47.1%

MHST

Seligman

Sulfide

0.063

0.245

29.7%

28.6%

47.2%

MHIT

Stock

Sulfide

0.015

0.210

28.6%

34.0%

35.2%

MHSS

Seligman

Sulfide

0.023

0.029

4.1%

-

-

Column leach tests showed high gold recoveries for oxides, averaging 78.9% Au, in 106 days of leaching; lower recoveries were reported for sulfide samples, averaging 31.3% Au. Cyanide consumption for all composites was moderate, ranging from 2.36 lb/ton to 3.88 lb/ton, with low hydrated lime addition rates, ranging from 1.4 to 2.4 lb/ton. Good permeability characteristics were reported, with a low amount of slump, for all composites during the tests. Compacted load permeability testing was also performed on composite MHIO and confirmed that the un-agglomerated material maintained adequate percolation characteristics to a stacking height of 201 ft.

ICP analysis was performed on the column leach test composites. Arsenic concentration ranged from 1400 ppm to 7840 ppm, with a mean and median of 3538 ppm and 2655 ppm, respectively. Copper ranged from 14.5 ppm to 125 ppm. Antimony ranged from 67.6 ppm to 159.0 ppm. Zinc ranged from 76 ppm to 1460 ppm with a mean and median of 574 ppm and 371 ppm, respectively. Mercury, lead, and organic carbon concentrations were low. For oxide composites (MHSO, MHIO, and MHCNO) sulfide concentration was low at ≤0.12%, sulfide concentration for sulfide composites (MHST, MHIT, and MHSS) ranged from 0.55% to 1.19%.

ICP testing was also performed on pregnant leach solution composites from days 1 to 5 of column leach testing; results showed that the deleterious elements identified on the column leach test composite head ICP analysis did not significantly solubilize into solution during the column leach testing. For the pregnant leach solution composites, solubilized As concentration ranged from <0.1 mg/L to 1.2 mg/L, Cu from 9.4 mg/L to 37.4 mg/L, and zinc from 3.5 mg/L to 131 mg/L.

Mt. Hamilton Property Technical Report 163 November 10, 2025

13.1.7 Sample Representivity

Sample representivity for the 3 deposits is considered to be good with suitable sampling of the 3 mineralized bodies' spatial extents and metallurgical character of both mineralization and host rock, including deleterious elements which could potentially impact processing.

All mineralization types were sampled with the exception of Centennial Sulfide; however, given this mineralized material type's small percentage of the total resource ounces, and the consistent metallurgical performance of sulfide rock types relative to oxide mineralized material types from the other 2 deposits (likely due to similar mineralogy for all deposits' oxide and sulfide mineralization), direct sampling of this mineralized material type is not critical.

Much of the historical testwork focused on Centennial Oxide material, as a result this mineralized material type has been extensively sampled and tested; Table 13.3 displays the coverage for column leach testing for each mineralized material type.

Table 13.3 Column leach test coverage by mineralized material type.

Mineralized
material type

Resource
tons

% Resource
tons

Resource
oz

% Resource oz

Column leach
tests performed

oz Au per
column leach
test

(Mst)

(%)

(oz Au)

(%)

(#)

(oz/#)

Centennial Oxide

15.1

58.1%

363,428

67.2%

16

22,714

Centennial Sulfide

1.4

5.4%

30,500

5.6%

-

-

Seligman Oxide

2.1

8.2%

42,751

7.9%

1

42,751

Seligman Sulfide

0.4

1.5%

11,139

2.1%

1

11,139

Stock Oxide

6.7

25.8%

86,657

16.0%

2

43,328

Stock Sulfide

0.3

1.0%

5,978

1.1%

1

5,978

Total

25.9

100%

540,453

100%

21

-

Average column leach test grades are 0.042 oz/ton Au and 0.33 oz/ton Ag; these are high relative to the average resource grades of 0.021 oz/ton Au and 0.17 oz/ton Ag but are not expected to result in a deviation from the predicted recovery during operations as the metallurgical testwork confirmed there is no relationship between head grade and recovery.

Mt. Hamilton Property Technical Report 164 November 10, 2025

13.2 Recovery Estimates

The gold and silver recovery estimates shown in this section have been derived as follows:

• Centennial Oxide

Calculated using the arithmetic average of the 16 column leach test results from both the McClelland and KCA laboratories conducted between 1988 and 2011; results were adjusted to account for instances of short laboratory leaching cycles. A 2% lab column to field deduction was applied to the average adjusted recovery of 81.3% to obtain the final field recovery of 79.3%.

• Seligman and Seligman Stock, Oxide and Sulfide

Calculated using the strong relationship between cyanide soluble fraction of total gold (CN/FA%) and column leach test recovery results. CN/FA% data was used to help contextualize the column leach test data as there were a limited number of column leach tests performed. Gold recoveries estimated using this method were regarded as an estimation of field recoveries and thus did not require an additional lab to field deduction. A 2% deduction was used for the silver recovery. CN/FA% is the fraction of cyanide recoverable gold and the contained gold from fire assay for a pulverised sample. See the relationship developed in Figure 13.1 using the results from tests conducted at McClelland laboratories in 2013.

• Centennial Sulfide

Calculated using the average ratio of recovery for Oxide and Sulfide mineralized material types for both the Seligman and Seligman Stock deposits, applied to the Centennial oxide field recovery. See Table 13.4 for the recovery ratios and the final factor of 0.392 for Au and 1.032 for Ag; these factors were applied to the Centennial Oxide recoveries to yield the final Centennial Sulfide recoveries of 31.0% Au and 39.5% Ag.

The field recovery estimates are shown in Table 13.5.

Mt. Hamilton Property Technical Report 165 November 10, 2025

Figure 13.1 Au CN/FA% vs column leach Au recovery %.

Source: MH-LLC (2021)

Table 13.4 Deposit sulfide to oxide recovery ratio analysis.

 

Au Rec (%)

Ag rec (%)

Ratio sulfide/oxide Seligman

0.386

1.105

Ratio sulfide/oxide Stock

0.397

0.958

Average

0.392

1.032

Table 13.5 Field recovery estimates for the Mt. Hamilton Property.

Mineralized material
type

Au recovery (%)

Ag recovery (%)

Centennial Oxide

79.3%

38.3%

Centennial Sulfide 

31.0%

39.5%

Seligman Oxide

75.8%

40.9%

Seligman Sulfide

29.3%

45.2%

Stock Oxide

85.5%

34.7%

Stock Sulfide

33.9%

33.2%

Mt. Hamilton Property Technical Report 166 November 10, 2025

13.3 Metallurgical Variability

Sufficient variability testing has been completed for the Centennial Oxide mineralized material type with 16 column leach and 115 bottle roll leach tests conducted. This mineralized material type represents ~60% of the resource tonnage.

64 variability bottle roll tests were performed on Seligman and Seligman Stock deposits as part of MLI campaign #3777. Results were consistent with the metallurgical interpretation in that more oxidized composites tended to report higher recoveries, and that gold recoveries were generally insensitive to feed size between 12 mesh and 140 mesh. Additional column leach test data is recommended for the Seligman and Seligman Stock deposits to improve spatial variability for those deposits.

13.4 Deleterious Elements

Samples from Centennial, Seligman Stock, and Seligman were all subjected to ICP analysis as part of the metallurgical testwork. These analyses show that all 3 deposits contain low concentrations of copper and mercury. ICP analysis of column leach test pregnant solutions confirms these results by showing a low amount of soluble copper and mercury in the leachates produced.

Organic carbon content of the samples tested is low; preg-robbing testing as part of the 2013 MLI campaign #3777 also shows no indication of preg-robbing behaviour which supports the understanding that preg-robbing organic carbon will not pose a risk to process recovery.

High concentrations of arsenic were identified by ICP analysis, notably in samples from the 2013 MLI campaign #3777. Arsenic poses a processing risk when it solubilizes into the leach solution, causing solution fouling and a loss of precious metal recovery (The Chemistry of Gold Extraction, Second Edition, Marsden et al). ICP analysis of column leach test composites and pregnant leach solution showed that although high levels of arsenic were present in some column leach test heads, the arsenic-bearing compounds did not solubilize during the column leach tests. Similarly, gold recovery does not show any relationship to composite arsenic concentration in the data from the column leach tests. As such, under operational heap leach processing conditions, arsenic is not expected to pose any issues during processing, nor impact operational recovery.

High levels of antimony were noted in 2 samples from 2011 MLI campaign #3528. Bottle roll tests using these samples, however, did not show significant impact to gold recovery due to antimony content. Antimony concentration in most other samples from all testwork campaigns was low to moderate, indicating that antimony is not likely to pose any issues during processing.

Elevated zinc levels were noted in some samples from the 2013 MLI campaign #3777. No clear relationship could be observed for either zinc concentration versus gold recovery, nor versus cyanide consumption in the variability bottle roll tests. As such, it appears unlikely that elevated zinc content in feed mineralized material to the heap leach will cause any processing issues.

Mt. Hamilton Property Technical Report 167 November 10, 2025

14 Mineral Resource Estimates

14.1 Introduction

This Mineral Resource estimate for the Mt Hamilton gold-silver deposit was completed by James N. Gray, P. Geo, Advantage Geoservices Ltd., using Geovia GEMS® software (version 6.7.3). The Mineral Resource estimate has been completed in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Estimation of Mineral Resources and Mineral Resources Best Practice Guidelines (29 November 2019). Mineral Resources have been defined based on the CIM definition standards for Mineral Resources and Mineral Resources (2014).

The Mineral Resource estimate is based on 886 drillholes, totalling 325,960 ft, completed between 1973 and 2012. Significant efforts have been made with respect to verifying and validating the drillhole database, including the standardization of geological information, which has facilitated interpretation and a revised geological model.

The updated Mineral Resource estimate for the Mt. Hamilton deposit described below is based upon the current interpretation of lithology, structure, and oxidation for the Seligman, Seligman Stock and Centennial deposits. Gold and silver grade were estimated by ordinary kriging (OK).

14.2 Drill Data and Model Setup

The Mineral Resource estimate is based on a total of 886 drillholes completed between 1973 and 2012. Table 14.1 lists details of drilling that was used for grade estimation; 88% of holes (77% by length) are RC. The remainder are core, or core below a rotary or RC collar. Ten 85 ft blast holes were also used in the Seligman Stock (Igneous) area.

Table 14.1 Mineral Resource drillhole summary.

Drill Type No. of Holes Total (ft)
Core 85 52,241
Mud-Rotary/Core 7 9,152
RC/Core 7 11,949
Subtotal Core 99 73,342
RC 777 251,768
Blast Hole 10 850
Total 886 325,960

Mt. Hamilton Property Technical Report 168 November 10, 2025

Table 14.2 lists the block model setup. A block size of 30 by 30 by 15 ft is considered an appropriate fit to the drill spacing as well an anticipated, reasonable production rate. Figure 14.1 illustrates the extents of the resource block model and the drilling used for estimation. The Area divisions of Seligman, Centennial and Seligman Stock (Igneous) were used as partial control in the estimation process.

Table 14.2 Block model setup.

Block X Y Z
Origin1 506,000 635,200 9,650
Size (ft) 30 30 15
No. of Blocks 123 226 133
No rotation; 3,697,134 blocks
1 Southwest model top, block edge

Mt. Hamilton Property Technical Report 169 November 10, 2025

Figure 14.1 Block model limits and drill plan.

Source: Advantage Geoservices (2025)

14.3 Geological Model

A wireframe geologic model was created by SRK in 2018. These solids and surfaces were reviewed by MH-LLC personnel and determined to be an adequate interpretation of deposit lithologies. The SRK model included five rock type solids and 11 fault surfaces. Drill intervals were coded with geologic attributes to allow detailed statistical evaluation. Since the rock types were skarn associated, drilling was also coded with orthogonal distance to, and within, the igneous unit (heat source). To assess potential structural impact, distance to modeled structures was also investigated for correlation with grade. Fault intersections divided the block model volume into 14 fault blocks; the best-fit orientation of lithologic units in these blocks was used to orient the search used in oxide indicator estimation (see below).

Mt. Hamilton Property Technical Report 170 November 10, 2025

Search for grade correlation with specific lithology, and distances to structures and the igneous unit, proved to be uncompelling. Discussions with geology personnel and further EDA lead to the conclusion that grade was better correlated with degree of oxidation a variable that also correlates with in-situ density. Ultimately, oxide alone did not serve to adequately domain the deposit in terms of grade and the decision was made to utilize a grade shell approach as the main control for estimation.

14.3.1 Indicator Interpolation

Attributes such as oxide, can be interpolated into blocks to allow volume domaining, using an indicator approach. In general, the feature to be modelled is assigned a code of either 0 = absent, or 1 = present, at the scale of drillhole samples. Those codes (indicators) are then interpolated into blocks by conventional estimation techniques; resultant values range between 0 and 1 and are effectively the probability of the presence of the feature.

In order to designate blocks as inside or outside the targeted volume, a probability threshold must be chosen to separate blocks into the two groups. The threshold was determined by back-tagging sample data with the estimated indicator probabilities and then selecting the probability level that resulted in the fewest composites being assigned to the wrong grade bin (above and below the indicator threshold).

14.3.2 Oxide Indicator Interpolation

Oxidation has been logged (and relogged) in various campaigns using a variety of scales over the exploration history at Mt. Hamilton. For the generation of this oxide model, a standardized relogged compiled oxide dataset was utilized. Indicators were set to a value of 1 where intervals have been logged as moderately to strongly oxidized; where there was evidence of some level of oxidation an indicator value of 0.5 was applied. The oxide indicator was set to 0 where there was some presence of sulfide mineralization. Intervals without mention of sulfide or oxide were omitted - as opposed to being set to 0.

The oxide indicator was interpolated by inverse distance cubed weighting (ID3) per Area (Seligman, Centennial and Igneous). Search strategy was iteratively adjusted and resultant oxide models discussed with Mt. Hamilton project geologists. Final search was oriented to best fit lithologies within each of the 14 fault-bounded domains with soft boundaries across the faults; ID3 interpolation used a minimum of one and a maximum of eight samples with no limit on the number of samples per hole.

Choice of the probability threshold was somewhat non-standard due to the inclusion of the 0.5 indicator value. Implementation consisted of the determination of two thresholds per Area: a high threshold using only the indicators of '1' and a low threshold using the '0.5's and the '1's. Blocks were then coded as oxide using the average of the high and the low threshold probabilities by Area. These average probabilities were: 0.532 in Seligman, 0.528 in Centennial and 0.555 in the Igneous Unit; a section through the resultant model in shown in Figure 14.2.

Mt. Hamilton Property Technical Report 171 November 10, 2025

Figure 14.2 Section 507,400E - oxide block model by indicator estimation.

Source: Advantage Geoservices (2025)

Mt. Hamilton Property Technical Report 172 November 10, 2025

14.3.3 Grade Domain Indicator Interpolation

An indicator interpolation was also used to separate the modelled volume into mineralized versus low-grade/background domains. Log probability plots of gold assay within block model limits, indicated a break between the two grade populations at 0.07 ppm (0.002 oz/ton); see Figure 14.3Figure 14.3. Estimation of indicators was carried out in a single pass by Area, by ordinary kriging (OK).

Figure 14.3 Log Probability Plot - all gold assays.

Source: Advantage Geoservices (2025)

Indicator variography was carried out by Area. The variogram models used for estimation are detailed in Table 14.3. Sample search for indicator kriging matched the rotation of, and search distances matched the long ranges of, the variogram models tabled below. The mineralized versus background blocks and supporting indicator data is shown in cross-section in Figure 14.4.

Mt. Hamilton Property Technical Report 173 November 10, 2025

Table 14.3 Grade domain variogram models.

Domain

Rotation

Axis

Direction

(dip/azimuth)

Nugget

Effect

Spherical Component
1

Spherical Component
2

(axis)

(RHR)

Sill

Range (ft)

Sill

Range (ft)

Area 1

Seligman

Z

30

X

00/060

0.38

0.29

45

0.33

175

X

5

Y

-05/150

65

150

Z

0

Z

85/150

30

125

Area 2

Centennial

Z

65

X

00/025

0.34

0.25

45

0.41

200

X

5

Y

05/295

50

200

Z

0

Z

-85/295

30

125

Area 3

Igneous

Z

155

X

00/295

0.50

0.17

30

0.33

110

X

5

Y

-05/025

40

140

Z

0

Z

85/025

35

145

Mt. Hamilton Property Technical Report 174 November 10, 2025

Figure 14.4 Section 507,400E - Indicator Modelled mineralized zones.

Source: Advantage Geoservices (2025)

Mt. Hamilton Property Technical Report 175 November 10, 2025

14.4 Density Assignment

There are 442 density measurements available within the resource model volume. Eighty percent of these were collected by Mt. Hamilton personnel or APEX. Interpolation of so few measurements is not a reasonable approach and average densities were therefore assigned based on modelled block attributes; samples were back-tagged with Area and oxide codes to generate the averages listed in Table 14.4.

Table 14.4 Available density measurements.

 

Specific Gravity

Density (ton/ft3)

Non-Oxide

Oxide

Non-Oxide

Oxide

Count

Mean

Count

Mean

Seligman

26

2.88

17

2.61

0.090

0.081

Centennial

133

2.98

195

2.78

0.093

0.087

Stock

15

2.66

54

2.55

0.083

0.080

Density values were assigned to blocks based on the table above. Due to the correlation of gold grade and oxidation and to not understate the waste tonnage, blocks were only assigned the oxide density in cases where their grade exceeded 0.1 ppm (0.003 oz/ton). Fill and alluvium blocks were assigned a density of 0.050 ton/ft3.

14.5 Grade Capping

Grade capping is used to control the impact of extreme, outlier high-grade samples during grade estimation. Gold and silver assays were evaluated by domain using various statistical tools including histograms and probability plots to determine levels at which values deviate from the general population. Assay cap levels are listed in Table 14.5. Capped and uncapped composite statistic are included in Table 14.6 and Table 14.7; example assay probability plots are shown, for the Centennial Area, in Figure 14.5.

Table 14.5 Assay cap levels by domain.

Domain Au
(oz/ton)		 Ag
(oz/ton)
11 Seligman Background 0.102 0.87
12 Seligman Mineralized 0.437 2.62
21 Centennial Background 0.102 1.46
22 Centennial Mineralized 0.350 5.83
31 Stock Background 0.058 0.87
32 Stock Mineralized 0.204 4.37

Mt. Hamilton Property Technical Report 176 November 10, 2025

Table 14.6 Composite statistics - gold.

Domain Count Au (oz/ton) AuCap (oz/ton)
Mean Max CV nCap'd Mean Max CV
11 21,428 0.002 0.830 6.5 40 0.002 0.102 4.2
12 4,059 0.027 1.962 2.8 22 0.025 0.437 2.2
21 17,285 0.002 0.314 4.2 29 0.002 0.102 3.6
22 5,855 0.027 0.881 1.6 17 0.026 0.350 1.5
31 9,420 0.002 0.385 3.5 14 0.002 0.058 2.6
32 3,057 0.011 0.513 2.0 4 0.011 0.204 1.6
Background 48,133 0.002     83 0.002    
Mineralized 12,971 0.023     43 0.022    

Table 14.7 Composite statistics - silver.

Domain Count Ag (oz/ton) AgCap (oz/ton)
Mean Max CV nCap'd Mean Max CV
11 21,428 0.02 4.71 5.0 45 0.02 0.87 3.6
12 4,059 0.11 13.50 3.5 18 0.11 2.62 2.6
21 17,285 0.03 7.69 4.4 42 0.03 1.46 3.3
22 5,855 0.19 8.56 2.4 16 0.19 5.83 2.3
31 9,420 0.04 4.22 4.1 56 0.03 0.87 2.9
32 3,057 0.18 18.25 3.3 7 0.17 4.37 2.4
Background 48,133 0.03     143 0.02    
Mineralized 12,971 0.16     41 0.16    

Mt. Hamilton Property Technical Report 177 November 10, 2025

Figure 14.5 Centennial assay probability plots (background - left, mineralized - right).

Source: Advantage Geoservices (2025)

In the background domains (11, 21, 31), the variability of composite values, as measured by the coefficient of variation (CV=standard deviation ÷ mean), is high for use in linear grade estimation. In those domains a restriction was placed on the distance samples were included in the OK estimation process. Details are provided in Table 14.10 below.

The impact of grade capping can be measured by comparing uncapped and capped estimated grades above a zero cut-off. Metal removed through capping and outlier restriction, totals: 11% gold and 2% silver; the percentage gold removed by capping is skewed by application of the outlier restriction for background zone blocks. Classified blocks in domains 11, 21 and 31 (93% of blocks) had gold grade reduced by 19% while the mineralized blocks (7%) had 1% gold removed by capping.

14.6 Assay Compositing

Assays were composited to a constant length of five feet; 95% of drill samples within the block model limits were five feet in length. Composites were back-tagged with Area and grade shell (domains) for control during the grade estimation process. Twenty-eight composites of less than 2.5 ft in length were removed from the set used for grade estimation.

Mt. Hamilton Property Technical Report 178 November 10, 2025

14.7 Grade Variography

Spatial continuity of capped composite data was analysed using Supervisor® software (version 7.10). Data were subdivided by domain to establish suitable variogram model parameters for use in OK estimation. The variogram models used are listed in Table 14.8 for Au and in Table 14.9 for Ag.

Directions of continuity were determined from variogram maps. The nugget effect and sill contributions were derived from down-hole experimental variograms followed by final model fitting on directional variogram plots.

Table 14.8 Variogram models - gold.

Domain

Axis

Direction (dip/azimuth)

Nugget Effect

Spherical Component 1

Spherical Component 2

Sill

Range (ft)

Sill

Range (ft)

Seligman

Background

(11)

X

23/214

0.45

0.32

70

0.23

95

Y

-55/267

15

40

Z

-25/135

30

50

Seligman

Mineralized

(12)

X

45/350

0.48

0.36

15

0.16

30

Y

00/260

25

75

Z

45/170

30

65

Centennial

Background

(21)

X

00/235

0.42

0.38

40

0.2

105

Y

-90/000

15

210

Z

00/145

10

95

Centennial

Mineralized

(22)

X

17/024

0.35

0.46

30

0.19

55

Y

24/286

30

75

Z

60/145

20

55

Stock

Background

(31)

X

70/235

0.39

0.3

45

0.31

235

Y

-20/235

25

115

Z

00/145

25

140

Stock

Mineralized

(32)

X

-04/249

0.43

0.42

100

0.15

130

Y

-45/342

15

60

Z

-45/155

15

35

Mt. Hamilton Property Technical Report 179 November 10, 2025

Table 14.9 Variogram models - silver.

Domain Axis Direction
(dip/azimuth)		 Nugget
Effect		 Spherical Component 1 Spherical Component 2
Sill Range (ft) Sill Range (ft)
Seligman
Background
(11)		 X 90/000 0.23 0.22 15 0.55 500
Y 00/280 10 65
Z 00/190 10 50
Seligman
Mineralized
(12)		 X 79/239 0.18 0.41 15 0.41 340
Y -10/266 45 310
Z -05/175 45 145
Centennial
Background
(21)		 X 90/000 0.30 0.17 20 0.53 600
Y 00/220 15 80
Z 00/130 10 35
Centennial
Mineralized
(22)		 X 03/130 0.51 0.32 100 0.17 230
Y -15/040 80 165
Z 75/030 10 45
Stock
Background
(31)		 X 00/030 0.26 0.19 20 0.55 225
Y 00/300 20 125
Z 90/000 20 425
Stock
Mineralized
(32)		 X 05/064 0.41 0.36 50 0.23 115
Y -19/336 30 120
Z 70/230 15 135

14.8 Grade Interpolation

Gold and silver grades were estimated by ordinary kriging; search parameters are listed in Table 14.10. An outlier restriction was used in the background domains to lessen the impact of the high-grade composites. Grades at which the restriction was applied (0.029 oz/ton Au and 0.437 oz/ton Ag) were selected based on probability plots of the combined low-grade composites. The 60 x 60 x 30 ft restriction distance is loosely based on indicator variograms at the outlier grade thresholds and represents a distance of two blocks in all directions.

Mt. Hamilton Property Technical Report 180 November 10, 2025

Table 14.10 OK search parameters.

Domain Outlier Restriction
(60 x 60 x 30 ft)		 Search Domain Code Matching No. of Samples for Estimate
Au (oz/ton) Au (oz/ton) Pass 1 Pass 2 Min Max Max/Hole
Seligman
Background
(11)		 0.029 0.437 300/300/150 11 n/a 2 12 8
Seligman
Mineralized
(12)		     300/300/150 12 11, 12 2 12 8
Centennial
Background
(21)		 0.029 0.437 300/300/150 21 n/a 2 12 8
Centennial
Mineralized
(22)		     300/300/150 22 21, 22 2 12 8
Stock
Background
(31)		 0.029 0.437 300/300/150 31 n/a 2 12 8
Stock
Mineralized
(32)		     300/300/150 32 31, 32 2 12 8

14.9 Model Validation

Estimated grades were validated using a variety of approaches. Block grades were compared visually to supporting composite data on section and plan maps. Results compared well; Figure 14.6 illustrates block grades and composite data on an example section.

Grades were also estimated by three other techniques and results were compared globally and spatially by generating swath plots along rows, columns and levels of the block models. A nearest neighbour (NN) model was estimated using the same search strategy as the OK interpolation and a set of 15 ft composites to appropriately match the block height. Two inverse distance models (squared and cubed weighting) were also estimated. All check model average grades agreed closely at zero cut-off indicating no bias. Example swath plot comparing the kriged Au estimate to NN and ID2 results along block model columns, row and levels are included in Figure 14.7.

Mt. Hamilton Property Technical Report 181 November 10, 2025

Figure 14.6 Section 507,400E - gold block model and composites data.

Source: Advantage Geoservices (2025)

Mt. Hamilton Property Technical Report 182 November 10, 2025

Figure 14.7 Swath plots through the gold resource model.

Mt. Hamilton Property Technical Report 183 November 10, 2025

Mt. Hamilton Property Technical Report 184 November 10, 2025

Source: Advantage Geoservices (2025)

14.10 Depletion

The Mt. Hamilton Property has been subject to surface mining activities and localized backfill. Blocks above the current topographic surface have been removed. Zones of backfill have been back-tagged as "99" in material type and assigned zero grades for both Au and Ag.

14.11 Mineral Resource Classification

The Mineral Resource is classified based on spatial parameters related to drill density and configuration, and the generation of an optimised pit. Blocks were initially classified as Inferred where estimated by two or more holes, or by a single hole within 100 ft. Indicated blocks are estimated by three or more holes and if the third closest hole is within 150 ft or the closest within 50 ft. Measured blocks are estimated by 11 or more holes in pass one, and the average of the three closest holes is no more than 75 ft, or the closest hole is within 25 ft; see Table 14.11. A section illustrating block classification relative to drilling is shown in Figure 14.8.

Table 14.11 Resource classification criteria.

Mt. Hamilton Property Technical Report 185 November 10, 2025

Category Minimum
No. of Holes		 Maximum Average
Distance to 3 Closest
Holes (ft)		 Maximum Distance
to 3rd Closest Hole
(ft)		 Maximum
Distance to
Closest Hole (ft)		 Estimated in Pass
Measured 11 75     1
11     25 1
Indicated 3   150    
3     50  
Inferred 2        
1     100  

Mt. Hamilton Property Technical Report 186 November 10, 2025

Figure 14.8 Section 507,400E - classified mineral resource blocks.

Source: Advantage Geoservices (2025)

Mt. Hamilton Property Technical Report 187 November 10, 2025

14.12 Reasonable Prospects of Eventual Economic Extraction

Mineral Resources at the Property are constrained by a conceptual open pit shell designed in Whittle software, and considering relevant economic and technical parameters. The Whittle shell was run on Measured, Indicated and Inferred material. Blocks occurring within the conceptual pit shell and reporting above an economic cut-off grade of 0.006 oz/ton Au are considered to have reasonable prospects for eventual economic extraction (RPEEE). Pit optimization parameters are listed in Table 14.12.

Table 14.12 Pit optimization parameters.

  Au Ag
Metal Price ($/oz) 2,400 28
Selling Price ($/oz) 3.05 0.50
Recovery    
Centennial Oxide (%) 79.3 38.3
Centennial Sulfide (%) 31.0 39.5
Seligman Oxide (%) 75.8 40.9
Seligman Sulfide (%) 29.3 45.2
Igneous Oxide (%) 85.5 34.7
Igneous Sulfide (%) 33.9 33.2
Mining Cost ($/ton) 3.30
Processing Costs (%/ton) 4.50
G&A ($/ton) 1.65
Pit Slope 50
Metal Payable (%) 99.85 99.50
Royalty (%) ~2.4

14.13 Mineral Resource Reporting

The Mineral Resources are reported in Table 14.13 for open pit, heap leach mineralization. Mineral Resources are constrained by a conceptual pit shell and above an economic cut-off grade of 0.006 oz/ton Au. The estimated tonnages and grades in the Mineral Resource estimates have not been adjusted for mining recovery and dilution and contained metal estimates in the Mineral Resource tables have not been adjusted for metallurgical recoveries.

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

The QP is not aware of any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other similar factors which could materially affect the stated Mineral Resources.

Mt. Hamilton Property Technical Report 188 November 10, 2025

Table 14.13 Mt. Hamilton Mineral Resource Estimate (September 23, 2025).

Variable Tons
(millions)		 Au
(oz/ton)		 Ag
(oz/ton)		 Oz Au
(thousands)		 Oz Ag
(thousands)
Measured 21.00 0.022 0.165 454 3,473
Indicated 8.09 0.015 0.169 124 1,366
M & I 29.09 0.020 0.166 578 4,839
Inferred 1.46 0.015 0.178 21 260

Notes:

1) The MRE was completed by Mr. James Gray, P. Geo, of Advantage Geoservices Ltd.

2) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

3) Mineral Resources are the portion of the Mt Hamilton deposit that have reasonable prospects of eventual economic extraction by open pit mining method and processed by Au-Ag heap leaching.

4) Mineral Resources are constrained oxide and sulfide mineralization inside a conceptual open pit shell. The main parameters for pit shell construction are metal prices of $2,400/oz Au and $28/oz Ag, variable recovery for Au and Ag for oxide and sulfide mineralization by Area, open pit mining costs of $3.30/ton, heap leach processing costs of $4.50/ton, general and administrative costs of $1.65/ton processed, pit slope angles of 50° and a 2.4% royalty.

5) Mineral Resources are shown above a 0.006 oz/ton Au cut-off grade. This is a marginal cut-off grade that generates sufficient revenue to cover conceptual processing, general and off-site costs given metallurgical recovery and long-range metal prices for Au and Ag.

6) Units are imperial tons.

7) Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

8) Mineral Resources were prepared in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) and CIM MRMR Best Practice Guidelines (2019).

9) The QP is not aware of any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other similar factors which could materially affect the stated Mineral Resources.

The 2025 revised mineral resource estimate is presented in Table 14.14 at a range of Au cut-off grades. The selected cut-off (0.006 oz/ton Au, highlighted) is deemed to be reasonable in conjunction with cost and recovery values listed above. Tabled values are intended to illustrate cut-off grade sensitivity for comparative purposes only and should not be considered Mineral Resources.

Table 14.14 Mt. Hamilton Mineral Resource Estimate at a Range of Au Cut-Off Grades (September 23, 2025).

Category COG
(oz/ton Au)		 Tons
(millions)		 Au
(oz/ton)		 Ag
(oz/ton)		 Oz Au
(thousands)		 Oz Ag
(thousands)
Measured 0.006 21.00 0.022 0.165 454 3,473
0.008 18.13 0.024 0.179 436 3,243
0.010 15.64 0.027 0.191 415 2,986
Indicated 0.006 8.09 0.015 0.169 124 1,366
0.008 6.37 0.018 0.188 113 1,195
0.010 4.99 0.020 0.201 100 1,003

Mt. Hamilton Property Technical Report 189 November 10, 2025

Category COG
(oz/ton Au)		 Tons
(millions)		 Au
(oz/ton)		 Ag
(oz/ton)		 Oz Au
(thousands)		 Oz Ag
(thousands)

M & I

0.006

29.09

0.020

0.166

578

4,839

0.008

24.50

0.022

0.181

549

4,438

0.010

20.63

0.025

0.193

515

3,989

Inferred

0.006

1.46

0.015

0.178

21

260

0.008

1.18

0.016

0.189

19

224

0.010

0.87

0.019

0.190

16

166

Mt. Hamilton Property Technical Report 190 November 10, 2025

14.14 Risk, Uncertainty, and Opportunities related to the Mineral Resource Estimate

Potential risks and uncertainties related to the MRE  include the following:

• Data used to inform the block model is historical in nature and incomplete records of original data result in some limitations during verification campaigns. Past production on the Property mitigates some of this risk, however ongoing improvements should be made to verify the data.

• The number of bulk density determinations used in the block model are moderate (442). Additional determinations may result in minor changes and impact the tonnage.

• Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is a degree of uncertainty attributed to the estimation of Mineral Resources. Until resources are actually mined and processed, the quantity of mineralization and grades must be considered as estimates only.

Furthermore, with any exploration project there exists potential risks and uncertainties. The Company will attempt to reduce risk/uncertainty through effective project management, engaging technical experts and developing contingency plans. Potential risks include changes in the price of gold and silver, availability of investment capital, changes in government regulations, community engagement and socio-economic community relations, permitting and legal challenge risks and general environment concerns.

There is no guarantee that further exploration of the Property will result in the discovery of additional mineralization or an economic mineral deposit. Nevertheless, in the opinion of the QP, there are no significant risks or uncertainties, other than those mentioned above, that could reasonably be expected to affect the reliability or confidence in the currently available exploration information with respect to the Mt. Hamilton Property.

Potential opportunities related to the MRE, and the Mt. Hamilton Property include the following:

• The MRE used a number of cyanide gold values where fire assay gold values were not available, and silver values generated from partial extraction. Additional sampling and assaying may result in minor changes and impact the grade.

• Structural and lithological modeling in the main areas may elevate understanding on the controls of mineralization and result in identification of areas for resource expansion.

• Early skarn-related tungsten-copper-molybdenum mineralization, predominantly located beneath the gold-silver mineralization, has not been explored since 1984 and remains an upside opportunity. 

Mt. Hamilton Property Technical Report 191 November 10, 2025

*** Items 15 to 22 omitted; this technical report is not for an advanced project *** 

Mt. Hamilton Property Technical Report 192 November 10, 2025

23 Adjacent Properties

This section is not relevant to this Report.

Mt. Hamilton Property Technical Report 193 November 10, 2025

24 Other Relevant Data and Information

As of the Effective Date of this Report, the Authors are not aware of any other relevant data and/or information, with respect to the Mt. Hamilton Property.

Mt. Hamilton Property Technical Report 194 November 10, 2025

25 Interpretation and Conclusions

The QPs note the following interpretations and conclusions in their respective areas of expertise, based on the review of data available for this Report.

25.1 Mineral Tenure, Mineral Rights and Royalties

The Mt. Hamilton Property includes unpatented mining claims on federal land, patented mining claims and private land. All unpatented mining claims and patented lode mining claims are either owned or leased by MH-LLC. The Property is subject to a number of royalty obligations.

25.2 Geology and Mineralization

The Mt. Hamilton Property is located within the White Pine Mining District of the White Pine Mountain Range. The range is underlain by a thick sequence of Paleozoic strata consisting predominantly of shallow marine carbonate and clastic rocks ranging in age from Cambrian through Permian. Paleozoic strata are overlain locally by Tertiary volcanic rocks, volcaniclastic strata, and younger sedimentary rocks. The only exposures of plutonic rocks in the White Pine Range are two granitic stocks of Cretaceous age, the Seligman and Monte Cristo stocks (Hose and Blake, 1976), which are both present on the Property.

The area has undergone several complex deformational events forming the north-striking Hoppe Spring anticline, along which the main portion of the deposit is located, and the Silver Bell anticline to the SW (Myers et al., 1991). Alteration types observed consists of hornfels/skarn assemblages (prograde through retrograde), porphyry-type, and epithermal alteration. Hornfels-skarn assemblages form a concentric aureole, approximately 3.0 mi long by 1.5 mi wide, to the Monte Cristo and Seligman stocks (Myers et al., 1991; Burgoyne, 1993). The Seligman Stock margins are locally altered to endoskarn. Additionally, localized portions of the stocks have propylitic, potassic, and argillic alteration assemblages (Myers et al., 1991). Shales and calcareous shales are altered to fine grained, pale green, diopside-quartz-potassium feldspar hornfels assemblages proximal to the Seligman Stock. This assemblage grades outward to zones dominated by calcite-tremolite-diopside-potassic feldspar ± silica, followed by an outermost fine-grained biotite-quartz hornfels (Myers et al., 1991). Skarn assemblages overprint and crosscut the hornfels. The transition is marked by increasing iron content in the pyroxene and the formation of andraditic garnet (Burgoyne, 1993).

Retrograde skarn assemblages occurred in two stages with the first and most common stage, Type 1, a higher temperature (>750º F) assemblage, and Type 2, a lower temperature assemblage (Meyers et al., 1991). The Type 1 is characterized by garnet replaced by quartz, calcite, and pyrite. A later, lower temperature (<750º F) Type 2 assemblage is characterized by the replacement of garnet and pyroxene by quartz, epidote, iron oxides, actinolite, chlorite, and epidote (Myers et al., 1991). The Type 2 assemblage occurs as faulted controlled zones along lithologic contacts and adjacent to quartz veins.

Epithermal alteration varies in intensity and occurrence, and includes argillization, propylitization, and the presence of quartz veins. Localized zones of argillic alteration occur along the margins of the stock, along faults throughout the stock, and in association with late dikes. Within the igneous units, argillic alteration is characterized by feldspar minerals altered to kaolinite and montmorillonite. Propylitic alteration is additionally associated with the intrusive units but is typically more pervasive than the argillic alteration. Propylitic alteration is characterized by mafic minerals of the stock and dikes altered to chlorite, epidote, and calcite. Quartz and calcite veins <1 to 2 ft thick and containing minor gold and silver grades, are associated with the epithermal alteration and occur at the Seligman, Centennial, and the Seligman Stock (Igneous) deposits.

Mt. Hamilton Property Technical Report 195 November 10, 2025

Mineralization at Mt. Hamilton is characterized by an early polymetallic molybdenum-copper-tungsten ± gold-silver skarn-related phase and a late gold-silver epithermal overprint. Gold mineralization at Mt. Hamilton occurs within a broad north-trending zone of anomalous gold and is hosted in three contiguous deposits known as Seligman, Seligman Stock (Igneous) and Centennial. High- and low-angle faults along with skarn assemblages developed along lithologic contacts are the main controls to mineralization. Gold and silver are predominantly hosted within garnet-pyroxene, pyroxene-tremolite-quartz-potassic feldspar-calcite assemblages and quartz veins (Meyers et al., 1991). Dominant sulfide minerals include pyrite, arsenopyrite, molybdenite, chalcopyrite, scheelite, and galena. Gold occurs as free gold, in association with sulfide minerals (pyrite and arsenopyrite), in association with oxide minerals (hematite and goethite), disseminated with clay, and encapsulated within quartz (Paster; 1988, 1989, and 1990). Myers et al. (1991) observed that sulfide-sulfosalt bearing quartz veins cut both the skarn and stock and are closely associated with retrograde skarn zones. The veins vary in thickness from <1 to 30 ft and are continuous over an area measuring 2,000 by 4,500 ft. These quartz veins may be gold-silver bearing and contain sphalerite, galena, pyrite, covellite, bornite, stibnite, chalcopyrite, iron oxides, and minor tetrahedrite, bournonite and jamesonite.

25.2.1 Seligman Deposit

Precious metal mineralization at Seligman is laterally continuous and spans an area approximately 3,400 ft long, 2,000 ft wide and extends to a depth of 530 ft, though it is more commonly <100 ft below surface. The deposit has an overall shallow plunge (15º) to the north. Mineralization is interpreted to be controlled by skarn developed along the contact between the Hamburg Dolomite and Dunderberg Shale and by high-angle faults.

25.2.2 Centennial Deposit

Gold and silver mineralization at Centennial is laterally continuous and spans an area of 2,400 ft long, 1,600 ft wide, and extends to a depth of 730 ft below surface. Mineralization is hosted by skarn and hornfels units within the Secret Canyon and Dunderberg Shale. Intense mineralization typically occurs at the contact between the different units. Gold mineralization is typically associated with a sub-horizontal (10º to 20º), laterally continuous, highly oxidized, and variably silica altered and brecciated zones. The zone has a shallow dip to the south-southeast and has been interpreted to be controlled by a low-angle structure by previous workers. The zones are dominated by goethite-quartz assemblages and represent "Type 2" retrograde alteration.

25.2.3 Seligman Stock (Igneous) Deposit

Gold and silver mineralization within the Seligman Stock (Igneous) is laterally continuous over an area approximately 4,200 ft long, 1,400 ft wide, and on average extends to a depth of 450 ft below surface. Mineralization is hosted within the endoskarn, along structures, veins, and breccias within the main stock. The mineralized zone transitions from sub-horizontal in the northern portion of the stock, to shallowly east-dipping (25º) in the central portion, to shallowly west-dipping (10 to 15º) in the southern portion. The deposit has an overall shallow plunge (15º) to the north.

Mt. Hamilton Property Technical Report 196 November 10, 2025

25.3 Historical Exploration

The Mt. Hamilton site has a long history of precious and base metal mineral exploration and development dating back to 1865 and the discovery of gold at Monte Cristo Springs and silver at Treasure Hill-Hamilton area in 1868.

The most recent mining was completed by Rea Gold in 1994 with production from the Seligman deposit. Rea Gold ceased mining in June 1997 but continued leaching until declaring bankruptcy in Canadian Bankruptcy Court in November 1997. During this period an approximate total of 99,500 oz Au and 207,500 oz Ag were produced via a heap leach operation.

25.4 Drilling, Sampling and Assaying

MH-LLC has not conducted any drilling at the Property, and no drilling has been conducted since 2012. The Mt. Hamilton drillhole database (as of October 4, 2020) contains 1,138 holes, predominantly RC and core, totaling 507,611.5 ft (excludes 20 holes totaling 11,013.2 ft with no collar coordinate details). A nominal drillhole spacing is approximately 135 ft for the Seligman deposit, and 100 ft for the Centennial deposit.

RC samples were collected on 5 ft intervals and core holes were also predominantly sampled on 5 ft intervals with locally adjusted intervals based on lithological, alteration and mineralization changes.

Samples were prepared and analysed by accredited laboratories that included Chemex, AAL and Cone, as well as at the mine site between 1994 and 1997 when Rea Gold operated. QA/QC samples were inserted for most drilling campaigns with the majority of the footage including blanks, CRMs, and duplicates.

APEX conducted a review of the available analytical data, including QA/QC data, and it is of the opinion of the APEX QPs that the sample preparation, security, and analytical procedures adopted meet accepted industry standards and are adequate to ensure overall data quality.

25.5 Data Verification/Database

A significant data verification effort was conducted in 2019 by APEX on the drillhole database. This work included the examination of original drill logs, analytical certificates, collar surveys, downhole surveys, geological logs/data, the collection of SG density measurements and a significant validation effort regarding the analytical database. The data verification campaign included the identification and addition of data from approximately 80 drillholes that were not previously included in the database and the re-establishing of verified and validated original assay data for both gold and silver.

The 2018-2019 database verification, re-logging and geological modeling work completed by APEX was supervised by Mr. Michael Dufresne and by Mr. Andrew Turner. The work included a total of four visits to Ely by APEX personnel. As a result of the recent data verification campaign, it is the opinion of the APEX QPs that the Mt. Hamilton drillhole geological and analytical database is sufficiently complete, verified and validated for use in the resource estimation work discussed in this report.

Mt. Hamilton Property Technical Report 197 November 10, 2025

25.6 Metallurgical Testwork

Metallurgical testwork confirms that material from the Centennial, Seligman, and Seligman Stock (Igneous) deposits are amenable to a conventional heap leach processing flowsheet. Metallurgical interpretation for these deposits is based on data provided by MH-LLC.

The processing plan would envision mineralized material from all three deposits being crushed to 5/8 inch  before being stacked by a mobile conveyor system and heap leached; cement agglomeration would not be required given the crushed material's good permeability characteristics. Solubilized gold and silver would be recovered from the leachate using zinc cementation in a Merrill-Crowe processing circuit; precious metal precipitate would subsequently be smelted to produce doré on-site.

25.7 Mineral Resource Estimate

This MRE was completed by James Gray using Geovia GEMS® software. The Mineral Resource estimate is based on a total of 886 drillholes completed between 1973 and 2012.

The MRE utilized a 30' x 30' x 15' block model, which is appropriate for an open pit mining scenario, that covered the entire drilling area, which was divided into three areas to be used as partial controls on the estimation process: Seligman, Centennial and Seligman Stock (Igneous). Gold and silver variography was completed separately within the indicator interpolated domains (mineralized vs background) within each of the three resource "Areas".

The drillhole database comprised 61,264 samples that were composited to 5 ft resulting in 61,104 composites. Capping limits were determined statistically and applied separately for Au and Ag values within each of the six domains. A total of 442 density measurements were used to determine average density values for oxidized and unoxidized rock in the three main resource areas. Gold and silver grades were assigned to blocks within each of the six domains by ordinary kriging. An outlier restriction was used in the background domains to lessen the impact of the high-grade composites. Grades at which the restriction was applied (0.029 oz/ton Au and 0.437 oz/ton Ag) were selected based on probability plots of the combined low-grade composites.

The MRE is classified based on spatial parameters related to drill density and configuration, and the generation of an optimized pit. Blocks were initially classified as Inferred where estimated by two or more holes, or by a single hole within 100 ft. Indicated blocks are estimated by three or more holes and if the third closest hole is within 150 ft or the closest within 50 ft. Measured blocks are estimated by 11 or more holes in pass one, and the average of the three closest holes is no more than 75 ft, or the closest hole is within 25 ft.

Mt. Hamilton Property Technical Report 198 November 10, 2025

Mineral Resources at the property are constrained by a conceptual open pit shell designed in Whittle software, and considering relevant economic and technical parameters. The Whittle shell was run on Measured, Indicated and Inferred material. Blocks occurring within the conceptual pit shell, and reporting above an economic cut-off grade of 0.006 oz/ton gold are considered to have RPEEE.

Using a 0.006 oz/ton Au cut-off grade, Measured and Indicated Resources are estimated 29.09 million tons grading 0.020 oz/ton Au and 0.166 oz/ton Ag; and Inferred Resources are estimated at 1.46 million tons grading 0.015 oz/ton Au and 0.178 oz/ton Ag. The Mineral Resources reported are constrained within an optimized pit shell wireframe that was generated using a Au price of $2,400/oz and Ag price of $28/oz, variable gold and silver recoveries, mining costs of $3.30/ton, processing costs of $4.50/ton, general and admission costs of $1.65/ton and pit slope angles of 50°. The 2025 MRE for the Mt. Hamilton Property is presented in Table 25.1.

Table 25.1 Mineral Resource Estimate for the Mt. Hamilton Property with an effective data of September 23, 2025.

Category Tons
(millions)		 Au
(oz/ton)		 Ag
(oz/ton)		 Oz Au
(thousands)		 Oz Ag
(thousands)
Measured 21.00 0.022 0.165 454 3,473
Indicated 8.09 0.015 0.169 124 1,366
M & I 29.09 0.020 0.166 578 4,839
Inferred 1.46 0.015 0.178 21 260

Notes:

1) The MRE was completed by Mr. James Gray, P. Geo, of Advantage Geoservices Ltd.

2) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

3) Mineral Resources are the portion of the Mt Hamilton deposit that have reasonable prospects of eventual economic extraction by open pit mining method and processed by Au-Ag heap leaching.

4) Mineral Resources are constrained oxide and sulfide mineralization inside a conceptual open pit shell. The main parameters for pit shell construction are metal prices of $2,400/oz Au and $28/oz Ag, variable recovery for Au and Ag for oxide and sulfide mineralization by Area, open pit mining costs of $3.30/ton, heap leach processing costs of $4.50/ton, general and administrative costs of $1.65/ton processed, pit slope angles of 50° and a 2.4% royalty.

5) Mineral Resources are shown above a 0.006 oz/ton Au cut-off grade. This is a marginal cut-off grade that generates sufficient revenue to cover conceptual processing, general and off-site costs given metallurgical recovery and long-range metal prices for Au and Ag.

6) Units are imperial tons.

7) Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

8) Mineral Resources were prepared in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) and CIM MRMR Best Practice Guidelines (2019).

9) The QP is not aware of any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other similar factors which could materially affect the stated Mineral Resources.

Source: Advantage Geoservices (2025).

Mt. Hamilton Property Technical Report 199 November 10, 2025

25.8 Conclusions

Based on a comprehensive review of available information, historical data, and the Updated 2025 MRE, the Authors conclude that the Mt. Hamilton Property is a property of merit prospective for the discovery of additional gold and silver, and polymetallic molybdenum-copper-tungsten (± gold-silver) mineralization. This conclusion is supported by the following:

• Favorable Geological Setting: The Property is situated within the geologically favorable White Pine Mining District of the White Pine Range and lies along the southern portion of the Battle Mountain - Eureka Trend.

• Defined Mineralization: Historical exploration and drilling conducted between 1986 and 2013 delineated gold and silver mineralization hosted in three main deposits: Seligman, Seligman Stock (Igneous), and Centennial. Historical exploration in the 1970s to early 1980's intersected tungsten-molybdenum mineralization at Centennial, west of Centennial and east of the Seligman Stock.

• Deposit Types: Based on the common mineralogical, alteration, formational, and geologic characteristics of Mt. Hamilton, it is reasonable to apply the gold-skarn deposit model to guide future exploration of the Property. In addition to the skarn mineralization observed at Mt. Hamilton, the Seligman and Centennial areas both display typical features of a potential Carlin-type overprint.

• Data Quality and Auditability: Data verification campaigns have been completed by APEX on the historical drilling data, significantly improving the auditability and quality of the underlying data. Although some minor concerns were noted in the historical QA/QC programs (1986-2013), the APEX QPs are of the opinion that these issues do not materially impact the MRE.

• Current MRE Confirmation: The Property's potential is affirmed by the calculation of the Updated 2025 Mt. Hamilton MRE.

• Metallurgical Amenability: Historical metallurgical testwork confirms that material from the Centennial, Seligman, and Seligman Stock deposits is amenable to a conventional heap leach flowsheet.

• QP Validation: Mr. Dufresne's recent site inspection and gold mineralization returned from verification samples

25.9 Risks and Uncertainties

Potential risks and uncertainties related to the MRE include the following:

• Data used to inform the block model is historical in nature and incomplete records of original data result in some limitations during verification campaigns. Past production on the Property mitigates some of this risk, however ongoing improvements should be made to verify the data.

• The number of bulk density determinations used in the block model are moderate (442). Additional determinations may result in minor changes and impact the tonnage.

• Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is a degree of uncertainty attributed to the estimation of Mineral Resources. Until resources are actually mined and processed, the quantity of mineralization and grades must be considered as estimates only.

Mt. Hamilton Property Technical Report 200 November 10, 2025

Furthermore, with any exploration project there exists potential risks and uncertainties. The Company will attempt to reduce risk/uncertainty through effective project management, engaging technical experts and developing contingency plans. Potential risks include changes in the price of gold and silver, availability of investment capital, changes in government regulations, community engagement and socio-economic community relations, permitting and legal challenge risks and general environment concerns.

There is no guarantee that further exploration of the Property will result in the discovery of additional mineralization or an economic mineral deposit. Nevertheless, in the opinion of the QPs, there are no significant risks or uncertainties, other than those mentioned above, that could reasonably be expected to affect the reliability or confidence in the currently available exploration information with respect to the Mt. Hamilton Property.

25.10 Opportunities

Potential opportunities related to the MRE, and the Mt. Hamilton Property include the following:

• The MRE used a number of cyanide gold values where fire assay gold values were not available, and silver values generated from partial extraction. Additional sampling and assaying may result in minor changes and impact the grade.

• Structural and lithological modeling in the main areas may elevate understanding on the controls of mineralization and result in identification of areas for resource expansion.

• Early skarn-related tungsten-copper-molybdenum mineralization, predominantly located beneath the gold-silver mineralization, has not been explored since 1984 and remains an upside opportunity.

Mt. Hamilton Property Technical Report 201 November 10, 2025

26 Recommendations

As a property of merit, a 2-phase work program is recommended to delineate additional precious metal mineralization at Mt. Hamilton to support future Mineral Resource expansion, test the tungsten potential of the Property, and move towards potential production.

Recommended activities for Phase 1 include:

• Ongoing structural and lithological modeling of the main areas to elevate understanding on the controls of mineralization.

• Diamond drilling:

o A limited but geographically focused 4-hole PQ sized diamond drilling program is recommended for the Centennial deposit and portions of the Seligman and Seligman Stock deposits. The recommended drilling will provide an opportunity to add new density determinations and silver analyses to compliment and potentially further validate the silver data currently within the drillhole database. In addition, the drilling program will provide material to support future studies, including geological, metallurgical and geotechnical studies.

o A 3-hole PQ sized diamond core program should be conducted to assess the tungsten targets within the Property and to collect new core material for geological, metallurgical and geotechnical studies.

• Fieldwork comprising further detailed geological mapping and sampling (prospecting) is recommended for areas peripheral (west, south and east) of the Centennial deposit area.

The estimated cost of the Phase 1 drilling and exploration program for the Property totals US$2,200,000, not including contingency funds or taxes.

Phase 2 exploration is contingent on the positive results of Phase 1 and should include the following:

• A substantial infill and step out RC drilling program of approximately 25,000 ft should be completed at Centennial and Seligman to increase the confidence of the current MRE to potentially upgrade existing Inferred Mineral Resources to Indicated Mineral Resources.

• Any remaining archived pulp samples, beyond the 664 analyzed in 2019, should be inventoried and examined. Consideration should then be given to re-analyzing them for silver, if warranted, using either fire assay or multi-acid ICP analysis.

• Review historical core holes and assess if partially sampled and assayed holes require additional sampling and assaying.

• Modern soil geochemical sampling is recommended for areas surrounding the Centennial deposit, particularly to the south where sampling should extend to cover the U4 and Wheeler Ridge/Chester areas. The latter has seen some exploratory drilling and has returned some anomalous to weakly mineralized intersections and should be considered for geophysical surveys by induced polarization and/or CSAMT.

Mt. Hamilton Property Technical Report 202 November 10, 2025

• Metallurgical testwork, including additional column leach test data for the Seligman and Seligman Stock deposits to improve spatial variability for those deposits, and a PEA to advance the Property towards the Pre-Feasibility stage.

The estimated cost of the Phase 2 exploration program for the Property totals US$5,100,000, not including contingency funds or taxes.

Collectively, the estimated cost of the recommended work programs for the Property totals US$7,300,000, not including contingency funds or taxes (Table 26.1).

Table 26.1 Proposed Budget for Proposed Exploration at the Mt. Hamilton Property.

Phase Item Approximate Cost
(US$)
 
Phase 1 All in cost for core drilling (7 PQ-sized diamond holes) $1,900,000
Ongoing Structural and Lithological Modelling $100,000
Geological Mapping and Sampling $200,000
Sub-total: $2,200,000
 
Phase 2 All in cost for RC drilling (25,000 ft) $3,800,000
Archived pulp sample investigation and historical core review. $100,000
Geochemical Sampling (soils) $200,000
Geophysical Survey $250,000
Metallurgical Test Work $500,000
Mineral Resource Estimate and PEA Technical Report $250,000
Sub-total: $5,100,000
 
Phase 1 & 2 Total: $7,300,000

Source: APEX (2025)

Mt. Hamilton Property Technical Report 203 November 10, 2025

27 References

APEX (2019): Internal report prepared for Mt. Hamilton LLC

Blake, D.W., Wotruba, P.R., and Theodore, T.G. (1984): Zonation in the skarn environment at the Minnie-Tomboy gold deposits, Lander County, Nevada, in Wilkins, Joe. Jr., ed., Gold and silver deposits of the Basin and Range province, western U.S.A.: Arizona Geological Society Digest, v. 15, p. 67-72.

Burgoyne, A.A. (1993): An Evaluation of the Geology and Geological Resources, Mt Hamilton Gold Property: Private report for Rea Gold Corporation.

Cline, J.S., Hofstra, A.H., Muntean, J.L., Tosdal, R.M., and Hickey, K.A. (2005): Carlin-Type Gold Deposits in Nevada: Critical Geologic Characteristics and Viable Models: Economic Geology, v. 100th Anni, p. 451-484, doi: 10.5382/av100.15.

Cooke, D. R., White, N. C. and Gemmel, J. B. (2016). High Sulphidation Epithermal Deposits. CODES presentation October 13, 2016.

Cooke, D. R., and Hollings, P. (2017). Porphyry Copper, Gold, and Molybdenum Deposits. SEG 2017 conference, Presentation September 16-17, 2017.

De Long, J.E. and Dennis, M.D. (1991): Mt Hamilton Project 1991 Report. Westmont Gold Corp. Internal report, p. 31

Enaudi, M.T., and Burt, D.M. (1982): Introduction, terminology, classification, and composition of skarn deposits: Economic Geology, v. 77, p. 745-754.

Enaudi, M.T., Meinert, L.D., and Newberry, R.J. (1981): Skarn Deposits, in Skinner, B.J., ed., Seventy-fifth anniversary volume, 1905-1980, Economic Geology: New Haven, CT., Economic Geology Publishing Company, p. 317-391.

Golder Associates (1990): Mt. Hamilton Prospect Pit Slope Investigation and Design, Internal report prepared for Westmont Mining Inc, Dated August 30, 1990, 25 pages.

Goodenow, R. (2025): Title Report: Mt. Hamilton Project, White Pine County, Nevada" prepared for Mako Mining by Rew Goodenow of Parsons, Behle and Latimer, located in Reno, Nevada. Legal title report dated October 22, 2025

Hammarstrom, J.M. (1997): Progress on Geoenvironmental Models for Selected Mineral Deposit Types Chapter H Environmental Geochemistry of Skarn and Polymetallic Carbonate-Replacement Deposit Models: Open-File Report 02-195, p. 115-142, https://pubs.usgs.gov/of/2002/of02-195/.

Hembree, D.R. (1996): Centennial and Seligman Pit Area Geologic Modelling Procedures, Internal report for Mt. Hamilton LLC, p. 14.

Hofstra, A.H., and Cline, J.S. (2000): Characteristics and models for carlin-type gold deposits: Reviews in Economic Geology, v. 13, p. 163-220.

Horton, J. D., San Juan, C. A., and Stoeser, D. B. (2017): The State Geologic Map Compilation (SGMC) geodatabase of the conterminous United States (ver. 1.1). U.S. Geological Survey Data Series 1052, 46 p. https://doi.org/10.3133/ds1052

Mt. Hamilton Property Technical Report 204 November 10, 2025

Hose, R.K., and Blake, M.C. (1976): Geology, in Geology and mineral resources of White Pine County, Nevada: Nevada Bureau of Mines and Geology Bulletin 85, Mackay School of Mines, University of Nevada-Reno, 32 pages.

Humphrey, F.L. (1960): Geology of the White Pine mining district, White Pine County, Nevada: Nevada Bureau of Mines and Geology Bulletin 57.

Jaacks, J. (1988): Standard Report, Internal memo prepared for Westmont Mining Inc., Dated May 9, 1988.

Jones, S.K. (1984): Geology and mineralization in the zone of contact metamorphism associated with the Seligman stock, White Pine mining district, White Pine County, Nevada: M.S. thesis: University of Nevada, Reno, 94 pages.

Kaunda, R. (2012): Feasibility Study Volume III - Geotechnical Pit Slope and Waste Rock Disposal Area Stability Evaluation Mt. Hamilton Gold Project Centennial Deposit White Pine County, Nevada, Technical report prepared for Mt. Hamilton LLC with Solitario Exploration and Royalty by SRK Consulting (U.S.) Inc dated November 19, 2012, 154 pages

Kuntz, G. (1996): Geologic Map of the Hamilton Mining District, White Pine County, Nevada, Mt. Hamilton Mining Company, 1 page.

Leibold, A. (1989): Mt. Hamilton Drill Comparison, Internal Westmont Mining Inc. report, 1 p.

Mako Mining Corp. (2025): Mako Mining announces proposed acquisition of the permitted Mt. Hamilton Gold-Silver Project in Nevada along with a well-defined tungsten (critical metal)-copper-molybdenum target, without any equity dilution. News release dated September 30, 2025. Available at URL < https://www.makominingcorp.com/news-media/press-releases/index.php?content_id=1070 > [November 2025]

MEG, Miscellaneous standard brochures.

Meinert, L.D. (1992): Skarn and Skarn Deposits: Geoscience Canada, v. 19, no.4, p. 145-162.

MRDI (1996): Fatal Flaw Analysis of Mt. Hamilton Mining Company, Internal report prepared for American Resources Corporation, Draft prepared January 22, 1996, 95 pages.

MRDI (1997a): Mt Hamilton - Centennial Ore Reserve Estimation, Centennial Gold Deposit V1, Internal report prepared for Rea Gold Corporation, Report date April 1997, 136 pages.

MRDI (1997b) REA Gold Corporation Mt. Hamilton - Centennial Ore reserve Estimation, Centennial Gold Deposit, Volume 1: Prepared for: REA Gold Corporation, 136 pages.

MH-LLC (2021): Report on the Mt. Hamilton Property, White Pine County, Nevada, USA. Internal report prepared for Mt. Hamilton LLC, 186 p.

Myers, G., Dennis, M. D., Wilkinson, W. H., and Wendt, C. J. (1991): Precious Metal Distribution in the Mount Hamilton Polymetallic Skarn System, Nevada: in Raines, G.L., Lisle, R.E., Schafer, R.W. and Wilkinson, W.H., Eds., Symposium Proceedings, Geology and Ore Deposits of the Great Basin, Geologic Society of Nevada and the U.S. Geological Survey, April 1-5, 1990, p. 677-685.

Nolan, T.B., Merriam, C.W., Williams, J.S. (1956): The stratigraphy section in the vicinity of Eureka, Nevada: U.S. Geological Survey Professional Paper 276, 77 pages.

Nutt, C.J., and Hofstra, A.H. (2003): Alligator Ridge District, East-Central Nevada: Carlin-Type Gold Mineralization at Shallow Depths: Economic Geology, v. 98, p. 1225-1241.

Mt. Hamilton Property Technical Report 205 November 10, 2025

Officer, L.H., and Williamson, S.H. (2020). "The Price of Gold, 1257-Present", Measuring Worth, 2020, http://www.measuringworth.com/gold

Paster, T.P. (1988): Petrography of Gold in Mt. Hamilton Lower Zone Cuttings Composite - Leach Tails #L.R. 236 -30, -200 mesh, 9 pages.

Paster, T.P. (1989): Gold Occurrence in 6 Mt. Hamilton Heads; Including 3 NES Samples, 2 pages.

Paster, T.P. (1990): Gold in #MH- Comp 3. Composite from MH8740, 144-172; 89134, comp 342-500, 1 page.

Pennington, J., DeLong, R., Daviess, F., Osborne, H., Poeck, J., Hartley, K., Levy, M., Nikirk, E. (2012a): NI 43-101 Technical Report on Resources and Reserves, Mt. Hamilton Gold Project, Centennial Deposit, White Pine County, Nevada, NI 43-101 Technical report prepared for Mt. Hamilton LLC by SRK Consulting (U.S.) Inc. dated February 22, 2012, 235 pages

Pennington, J., Miller, B., DeLong, R., Hartley, K., Levy, M., Nikirk, E., Osborne, H., and Sheerin, C. (2014): NI 43-101 Technical Report Feasibility Study Mt. Hamilton Gold and Silver Project Centennial Deposit and Seligman Deposit. Technical report prepared for Mt. Hamilton LLC by SRK Consulting (U.S.) Inc. dated October 2014, 286 p.

Putney, T. (1985): Geology, geochemistry, and alteration of the Seligman and Monte Cristo stocks, White Pine mining district, White Pine County, Nevada: M.S. thesis: University of Nevada, Reno, 152 pages.

Ray, G.E., and Webster, I.C.L. (1997): Skarns in British Columbia: British Columbia Ministry of Employment and Investment, Energy and Minerals Division, Geological Survey Branch, Bulletin 101, 260 p.

Ressel, M.W., Dendas, M., Lujan, R., Essman, J., and Shumway, P.J. (2015): Shallow Expressions of Carlin-type Hydrothermal Systems: An Example from the Emigrant Mine, Carlin Trend, Nevada: New Concepts and Discoveries: Geological Society of Nevada 2015 Symposium, p. 409-433.

Rhys, D., Valli, F., Burgess, R., Heitt, D., and Hart, K. (2015): Controls of fault and fold geometry on the distribution of gold mineralization on the Carlin trend: New concepts and discoveries: Proceedings, Geological Society of Nevada Symposium, v. 1, p. 333-389.

Robinson, J.P (2019): Summary of 2019 Geologic Mapping Program, Mt. Hamilton Project, White Pine Range, White Pine County, Nevada, Part 1 - Surface Geology (Local and Regional Stratigraphy and Structural Geology): In House report prepared for Mt. Hamilton LLC, Report date December 15, 2019, Revised April 20, 2020, 35 pages.

Robinson, J.P (2020): Summary of 2019 Geologic Mapping Program, Mt. Hamilton Project, White Pine Range, White Pine County, Nevada, Part 2 - Integration of Surface Data and Historic Subsurface Data: In House report prepared for Mt. Hamilton LLC, Report date May 16, 2020, Revised June 7, 2020, 29 pages.

RPA, 2005, Technical Report on the Mt. Hamilton Gold Property, White Pine County, Nevada, NI 43-101 Technical Report prepared for Augusta Resource Corporation, Report date February 24, 2005.

Sailfish Royalty Corp. (2025): Sailfish Royalty announces acquisition of five-year gold stream and subsequent 2% NSR on the permitted Mt. Hamilton Gold-Silver Project in Nevada. News release dated September 30, 2025. Available at URL < https://www.juniorminingnetwork.com/junior-miner-news/press-releases/2475-tsx-venture/fish/188244-sailfish-announces-the-acquisition-of-a-five-year-gold-stream-and-subsequent-2-nsr-on-the-permitted-mt-hamilton-gold-silver-project-in-nevada.html > [November 2025]

Mt. Hamilton Property Technical Report 206 November 10, 2025

Sillitoe, R.H. (2010): Porphyry Copper Systems: Economic Geology, v. 105, pp. 3-31.

Sillitoe, R.H. and Hedenquist, J.W. (2003): Linkages between Volcanotectonic Settings, Ore-Fluid Compositions, and Epithermal Precious Metal Deposit, SEG Special Publication 10, P. 315-343.

Sonnevil, R.A. (1979): Evolution of Skarn at Monte Cristo, Nevada: unpub. M.S. Thesis, Stanford University, 84p.

SRK Consulting (2009), Updated NI 43-101 Preliminary Economic Assessment Ely Gold & Minerals Inc. Centennial Gold and Silver Deposit Mt. Hamilton Property, White Pine County, Nevada, NI 43-101 Technical Report prepared for Ely Gold Minerals Inc, Effective Date May 8, 2009.

Theodore, T.G., Orris, G.J., Hammarstrom, J.M., and Bliss, J.D. (1991): Gold-Bearing Skarns: United States Geological Survey Bulletin 1930, 61 p.

United States Geological Survey (2025): 2025 draft list of critical minerals. Available at URL < https://www.usgs.gov/index.php/media/images/2025-draft-list-critical-minerals > [November 2025]

Westmont Mining Inc (1990): The Geochemical Group, 1989 Standards History, Internal memo, Dated June 28, 1990.

Westmont Mining Inc. (1991): Mt. Hamilton Project Feasibility Study Update, prepared by Westmont Mining Inc., May 1991.

Wolfenden, E.B. (1965): Bau Mining district, west Sarawak, Malaysia, part 1, Bau: Geological Survey of Malaysia (Borneo Region) Bulletin 7, pt 1, 147 p.

Mt. Hamilton Property Technical Report 207 November 10, 2025

28 Certificate of Authors

28.1 Michael B. Dufresne Certificate of Author

I, Michael B. Dufresne, M.Sc., P.Geo., P.Geol., of Edmonton, Alberta, do hereby certify that:

1) I am a President and a Principal of APEX Geoscience Ltd. ("APEX"), with a business address of 100, 11450 - 160 St. NW, Edmonton, Alberta, Canada.

2) I am the Author and am responsible for Sections 1.6, 1.7, 1.10, 9 to 12, 23, 24, 25.4, 25.5, 25.8 to 25.10, 26, and 27 of this Technical Report entitled: "NI 43-101 Technical Report on the Mt. Hamilton Property, White Pine County, Nevada, USA", with an Effective Date of November 10, 2025 (the "Technical Report").

3) I graduated with a B.Sc. Degree in Geology from the University of North Carolina at Wilmington in 1983 and a M.Sc. Degree in Economic Geology from the University of Alberta in 1987. I have worked as a geologist for more than 40 years since my graduation from university and have been involved in all aspects of mineral exploration and mineral resource estimations for precious and base metal mineral projects and deposits in Canada and internationally.

4) I am and have been registered as a Professional Geologist with the Association of Professional Engineers and Geoscientists ("APEGA") of Alberta since 1989 and a Professional Geoscientist with the Association of Professional Engineers and Geoscientists of British Columbia ("EGBC") since 2012. I am a 'Qualified Person' for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("National Instrument 43-101") in relation to the subject matter of this Technical Report.

5) I have visited the Property that is the subject of this Technical Report on September 29, 2025, and November 2, 2017. I have conducted a review of the Mt. Hamilton Property data.

6) I am independent of Mt. Hamilton LLC, Mako Mining Corp., and Sailfish Royalty Corp. as defined by Section 1.5 of National Instrument 43-101. I have not received, nor do I expect to receive, any interest, directly or indirectly, in the Company. I am not aware of any other information or circumstance that could interfere with my judgment regarding the preparation of the Technical Report.

7) I have had previous involvement with the Mt. Hamilton Property. I co-authored an internal technical report on the Property in 2021 (MH-LLC, 2021), conducted a site inspection in November 2017, and supervised a data verification program in 2019.

8) I have read and understand National Instrument 43-101 and Form 43-101F1 and the Technical Report has been prepared in compliance with the instrument.

9) To the best of my knowledge, information and belief, as of the effective date of the Technical Report, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated and Signed this 17th day of November 2025 in Edmonton, Alberta, Canada

Signature and Seal on File

Signature of Qualified Person

Michael B. Dufresne, M.Sc., P.Geo., P.Geol. (APEGA #48439; EGBC #37074)

Mt. Hamilton Property Technical Report 208 November 10, 2025

28.2 Andrew J. Turner Certificate of Author

I, Andrew J. Turner, B.Sc., P.Geol., P.Geol. of Edmonton, Alberta, do hereby certify that:

1) I am a Senior Geologist and Principal of APEX Geoscience Ltd. ("APEX"), with a business address of 100, 11450 - 160 St. NW, Edmonton, Alberta, Canada.

2) I am the Author and am responsible for Sections 1.1 to 1.5, 2 to 8, 25.1 to 25.3 of this Technical Report entitled: "NI 43-101 Technical Report on the Mt. Hamilton Property, White Pine County, Nevada, USA" with an Effective Date of November 10, 2025 (the "Technical Report").

3) I am a graduate of the University of Alberta, Edmonton, AB, with a B.Sc. in Geology (1993). I have over 30 years of experience in all aspects of mineral exploration and mineral resource estimations for precious and base metals projects and deposits in Canada, the United States, and Central and South America

4) I am a Professional Geologist (P.Geol., P.Geo.) registered with the Association of Professional Engineers and Geoscientists of Alberta ("APEGA"; Member #: 49901), a Professional Geoscientist with the Association of Professional Engineers and Geoscientists of British Columbia ("EGBC"; Member #: 60708)  and the Northwest Territories and Nunavut Association of Professional Engineers and Geoscientists ("NAPEG"; Member #: L2456) and I am a 'Qualified Person' for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("National Instrument 43-101")  in relation to the subject matter of this Technical Report.

5) I visited the Property that is the subject of this Technical Report on November 2, 2017. In addition, I conducted work at the Ely storage facility over three visits between February 23 and March 3, 2018; April 5 and 20, 2018; and February 5 and 11, 2019. I have conducted a review of the Mt. Hamilton Property data.

6) I am independent of Mt. Hamilton LLC, Mako Mining Corp., and Sailfish Royalty Corp. as defined by Section 1.5 of National Instrument 43-101. I have not received, nor do I expect to receive, any interest, directly or indirectly, in the Company. I am not aware of any other information or circumstance that could interfere with my judgment regarding the preparation of the Technical Report.

7) I have had previous involvement with the Mt. Hamilton Property, which is the subject of this Technical Report. I conducted work at the Ely storage facility over three visits between February 23 and March 3, 2018; April 5 and 20, 2018; and February 5 and 11, 2019. In addition, I co-authored an internal technical report on the Property in 2021 (MH-LLC, 2021)

8) I have read and understand National Instrument 43-101 and Form 43-101 F1 and the Technical Report has been prepared in compliance with the instrument.

9) To the best of my knowledge, information and belief, as of the effective date of the Technical Report, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Mt. Hamilton Property Technical Report 209 November 10, 2025

Dated and Signed this 17th day of November 2025 in Edmonton, Alberta, Canada

Signature and Seal on File

Signature of Qualified Person
Andrew J. Turner, B.Sc., P.Geol., P.Geo. (APEGA # 49901; EGBC # 60708;
NAPEG # L2456)

Mt. Hamilton Property Technical Report 210 November 10, 2025

28.3 David Frost Certificate of Author

I, David Frost, FAusIMM, of Toronto, Ontario, Canada, do hereby certify:

1.  I am the Vice President Process Engineering with DRA Americas Inc., located at 20 Queen St W 29th Floor, Toronto, Ontario, M5H 3R3, Canada.

2.  I am a graduate of RMIT University with a Bachelor of Metallurgical Engineering in Metallurgy in 1993.

3.  I am a registered Fellow of the Australian Institute of Mining and Metallurgy (FAusIMM) membership #110899.

4.      I have worked as a Metallurgist and Process Engineer in various capacities since my graduation from university in 1993. My relevant work experience includes:

•  30 years of post-graduate experience of process plant operations and engineering design experience including the oversite of gold heap leach circuit processing in operations and the engineering design of several gold heap leach flowsheets.

•  Supervision and interpretation of numerous metallurgical testwork programs used for the derivation of process plant flowsheets involving gold heap leaching.

•  Participation and author of several NI 43-101 (as defined below) technical reports.

5.      I have read the definition of "qualified person" set out in the NI 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfill the requirements to be a qualified person for the purposes of NI 43 101.

6.      I am independent of the issuer applying all the tests in Section 1.5 of NI 43-101.

7.      I am responsible for the preparation of Sections 1.8, 13, and 25.6 of the Technical Report entitled: "NI 43-101 Technical Report on the Mt. Hamilton Property, White Pine County, Nevada, USA", with an Effective Date of November 10, 2025 (the "Technical Report").

8.      I did not visit the Property that is the subject of this Technical Report.

9.    I have had prior involvement with the Property that is the subject of the Technical Report in reviewing various historical metallurgical testwork (2021) and co-authoring an internal technical report on the Property in 2021 (MH-LLC, 2021)

10.  I have read NI 43-101 and the sections of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101.

11.  As at the effective date of the Technical Report, to the best of my knowledge, information and belief, the sections of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the portions of the Technical Report for which I am responsible not misleading.

Dated this 17th day of November 2025 in Toronto, Ontario.

"Original Signed on file"                                        

David Frost, FAusIMM

Vice President Process Engineering

DRA Americas Inc.

Mt. Hamilton Property Technical Report 211 November 10, 2025

28.4 James N. Gray Certificate of Author

I, James N. Gray, B.Sc., P.Geo., of Maple Ridge, BC, do hereby certify that:

1) I am a consulting geologist with Advantage Geoservices Ltd. ("Advantage"), with a business address of 12771 261 Street, Maple Ridge, British Columbia, Canada.

2) I am the Author and am responsible for Sections 1.9, 14, and 25.7 of this Technical Report entitled: "NI 43-101 Technical Report on the Mt. Hamilton Property, White Pine County, Nevada, USA", with an Effective Date of November 10, 2025 (the "Technical Report").

3) I am a graduate of the University of Waterloo, with a B.Sc. in Geology and have practiced my profession continuously since 1985. I have over 35 years of experience in the mineral resource estimation work at operating mines as well as base and precious metal projects in North and South America, Europe, Asia and Africa.

4) I am a Professional Geologist (P.Geo.) registered with Engineers & Geoscientists British Columbia (#27022) and I am a 'Qualified Person' for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("National Instrument 43-101") in relation to the sections of this Technical Report for which I am responsible.

5) I have visited the Property that is the subject of this Technical Report between July 23 and July 25, 2019.

6) I am independent of Mt. Hamilton LLC, Mako Mining Corp., and Sailfish Royalty Corp. as defined by Section 1.5 of National Instrument 43-101. I have not received, nor do I expect to receive, any interest, directly or indirectly, in the Company. I am not aware of any other information or circumstance that could interfere with my judgment regarding the preparation of the Technical Report.

7) I have had previous involvement with the Mt. Hamilton Property. I co-authored an internal technical report on the Property in 2021 (MH-LLC, 2021) and conducted a site inspection in July 2019.

8) I have read and understand National Instrument 43-101 and Form 43-101F1 and the Technical Report has been prepared in compliance with the instrument.

9) To the best of my knowledge, information and belief, as of the effective date of the Technical Report, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated and Signed this 17th day of November 2025 in Maple Ridge, British Columbia, Canada

Signed and Sealed

Mt. Hamilton Property Technical Report 212 November 10, 2025

_____________________________________________________________________________

James N. Gray, B.Sc., P.Geo. (EGBC #27022)

Advantage Geoservices Ltd

 

Mt. Hamilton Property Technical Report 213 November 10, 2025

 

 

CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2025

(Unaudited)

 


CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Expressed in thousands of United States dollars
(Unaudited)

As at Note   September 30,     December 31,  
  2025     2024  
ASSETS              
Current              
Cash and cash equivalents   $ 27,719   $ 14,521  
Receivables, prepaids and other assets 6   3,962     1,733  
Inventories 8   22,528     11,087  
Secured Debt Investment 7   1,800     -  
Gold stream derivative asset     199     33  
Total current assets     56,208     27,374  
Inventories 8   13,261     9,711  
Other assets 6   558     235  
Restricted cash 5(a)   1,763     -  
Mining interest, plant and equipment 9   79,623     69,762  
TOTAL ASSETS   $ 151,413   $ 107,082  
LIABILITIES AND SHAREHOLDERS' EQUITY              
Current liabilities              
Accounts payable and accrued liabilities 10 $ 19,539   $ 14,798  
Term loans and derivative liabilities 11   159     1,803  
Deferred gain on sale of mineral interest 11(b(ii))   302     -  
Total current liabilities     20,000     16,601  
Accrued liabilities 10   1,300     1,165  
Provision for reclamation and rehabilitation 12   19,792     4,363  
Deferred income taxes 19   6,931     3,224  
Deferred gain on sale of mineral interest 11(b(ii))   509     -  
Term loans and derivative liabilities 11   5,014     4,806  
Total liabilities     53,546     30,159  
Shareholders' equity              
Share capital 13   125,009     121,778  
Contributed surplus 13   15,982     16,321  
Accumulated other comprehensive income     2,059     2,837  
Deficit     (45,183 )   (64,013 )
Total shareholders' equity     97,867     76,923  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 151,413     107,082  

Events after the reporting period (Note 21)

Contingency (Note 5)

Commitment (Note 9 (b))

Approved by the Board of Directors on November 19, 2025

"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)

      For the three months     For the nine months  
       ended September 30,     ended September 30,  
  Note   2025     2024     2025     2024  
Revenue   $ 27,553   $ 15,608   $ 98,037   $ 62,832  
Production services revenue 14(c)(ii)   22     131     41     394  
      27,575     15,739     98,078     63,226  
Cost of sales                          
Production costs     (16,563 )   (9,571 )   (47,282 )   (27,283 )
Depreciation, depletion and amortization     (1,540 )   (1,671 )   (5,554 )   (5,821 )
      (18,103 )   (11,242 )   (52,836 )   (33,104 )
Gross profit     9,472     4,497     45,242     30,122  
Exploration and evaluation expenses     (2,787 )   (1,148 )   (6,526 )   (2,023 )
General and administrative expenses 17   (2,893 )   (1,736 )   (7,197 )   (6,552 )
Other income (expense)                          
Accretion and interest expense 18   (347 )   (229 )   (1,050 )   (614 )
Change in provision for reclamation and rehabilitation     -     18     -     18  
Change in fair value of derivative liability 11(b)   -     (377 )   (261 )   (1,677 )
Gain / (loss) on gold stream derivative asset     180     (9 )   166     (259 )
Loss on settlement of reclamation liability 12(b)   -     -     -     (94 )
Gain on elimination of Contingent Consideration 5 (b)   -     -     1,000     -  
Gain on exercise of Sailfish Silver Option     44     -     44     -  
Foreign exchange gain (loss)     367     (51 )   872     (187 )
Interest income     201     8     218     45  
Income before income taxes     4,237     973     32,508     18,779  
Income tax expense 19   (1,865 )   (595 )   (9,363 )   (4,285 )
Deferred tax expense 19   (1,176 )   -     (3,707 )   -  
Income for the period   $ 1,196   $ 378   $ 19,438   $ 14,494  
                           
Other comprehensive income                          
Items subject to reclassification into statement of income:                          
Foreign currency translation adjustment     (421 )   (98 )   (778 )   11  
Other comprehensive income for the period     (421 )   (98 )   (778 )   11  
                           
Comprehensive income for the period   $ 775   $ 280   $ 18,660   $ 14,505  
Basic income per common share   $ 0.01   $ 0.00   $ 0.24   $ 0.21  
Diluted income per common share   $ 0.01   $ 0.00   $ 0.24   $ 0.21  
Weighted average common shares outstanding - basic (thousands)     80,088     77,369     79,621     69,737  
Weighted average common shares outstanding - diluted (thousands)     81,714     78,297     80,415     70,664  

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
(Unaudited)

    Number                 Accumulated              
    of     Share capital     Contributed     other     Deficit     Total  
    shares           surplus     comprehensive              
    (000s)                 income              
Balance at December 31, 2023   65,551   $ 87,869   $ 12,552   $ 1,324   $ (81,117 ) $ 20,628  
Shares cancelled (NCIB)   (1,997 )   (2,651 )   -     -     (2,047 )   (4,698 )
Shares issued on exercise of options   1,674     3,200     (807 )   -     -     2,393  
Shares issued on exercise of warrants   4     10     (3 )   -     -     7  
Common shares, replacement options and warrants issued on the acquisition of Goldsource   13,160     32,049     2,185     -     -     34,234  
Common shares issued on RSU vesting   49     104     (104 )   -     -     -  
Common shares issued to settle reclamation liability   298     460     -     -     -     460  
Capital contribution (Note 11 (a))   -     -     2,088     -     -     2,088  
Share-based compensation   -     -     801     -     -     801  
Net loss   -     -     -     -     14,494     14,494  
Other comprehensive income   -     -     -     11     -     11  
Balance at September 30, 2024   78,739   $ 121,041   $ 16,712   $ 1,335   $ (68,670 ) $ 70,418  
Shares issued on exercise of options   93     236     (110 )   -     -     126  
Common shares issued on RSU vesting   346     400     (400 )   -     -     -  
Common shares issued on DSU vesting   71     101     (101 )   -     -     -  
Share-based compensation   -     -     220     -     -     220  
Net income   -     -     -     -     4,657     4,657  
Other comprehensive income   -     -     -     1,502     -     1,502  
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   500     1,720     (623 )   -     -     1,097  
Shares issued on exercise of warrants   794     2,088     (682 )   -     -     1,406  
Common shares issued on RSU vesting   4     6     (6 )   -     -     -  
Common shares issued on DSU vesting   91     166     (166 )   -     -     -  
Share-based compensation   -     -     1,138     -     -     1,138  
Net income   -     -     -     -     19,438     19,438  
Other comprehensive loss   -     -     -     (778 )   -     (778 )
Balance at September 30, 2025   80,103   $ 125,009   $ 15,982   $ 2,059   $ (45,183 ) $ 97,867  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in thousands of United States dollars
(Unaudited)

      For the three months     For the nine months  
  Note   ended September 30,     ended September 30,  
      2025     2024     2025     2024  
Operating activities                          
Income for the period   $ 1,196   $ 378   $ 19,438   $ 14,494  
Non-cash items:                          
Accretion and interest expense     345     225     1,044     603  
Depreciation, depletion and amortization     1,631     1,741     5,811     5,977  
Deferred income tax     1,176     -     3,707     -  
Lease interest     -     3     7     10  
Loss on settlement of reclamation liability     -     -     -     94  
Gain on elimination of Contingent Consideration     -     -     (1,000 )   -  
Change in fair value of derivative liability     -     377     261     1,677  
Loss on gold stream derivative asset     (180 )   9     (166 )   259  
Gain on exercise of Sailfish Silver Option     (44 )   -     (44 )   -  
Interest income - accrued     (1 )   -     (1 )   -  
Share-based payments     560     225     1,138     801  
Unrealized foreign exchange (gain) loss     (369 )   (118 )   (764 )   (30 )
    $ 4,314   $ 2,840   $ 29,431   $ 23,885  
Changes in non-cash working capital 16   281     1,952     93     (5,361 )
Restricted cash - refunded 5(a)   -     -     1,503     -  
Net cash provided by operating activities     4,595     4,792     31,027     18,524  
Investing activities                          
Acquistion of EG Acquisition LLC, proceeds paid     -     517     (6,489 )   517  
Acquistion of EG Acquisition LLC, cash acquired     -     -     346     -  
Acquistion of EG Acquisition LLC, transaction costs     (5 )   (806 )   (356 )   (806 )
Sailfish Silver Option Payment 11(b)(ii)   -     -     1,000     -  
Secured Debt Investment 7   (1,800 )   -     (1,800 )   -  
Expenditures on mining interest, plant and equipment     (3,347 )   (3,994 )   (9,647 )   (7,584 )
Net cash used in investing activities   $ (5,152 ) $ (4,283 ) $ (16,946 ) $ (7,873 )
Financing activities                          
Purchase of common shares - NCIB     -     (1,560 )   (1,357 )   (4,698 )
Proceeds from exercise of warrants     -     7     1,406     7  
Proceeds from exercise of options     83     2,047     1,097     2,393  
Repayment of Sailfish Silver Loan     -     (935 )   (1,286 )   (2,534 )
Repayment of interest on the Revised Wexford Loan     (312 )   (314 )   (629 )   (314 )
Repayment of principal on the Wexford Bridge Loan, acquired on acquisition of Goldsource     -     (1,457 )   -     (1,457 )
Repayment of interest on the Wexford Bridge Loan, acquired on acquisition of Goldsource     -     (57 )   -     (57 )
Payment to GR Silver on settlement of ARO     -     -     -     (500 )
Payments on lease liability     (26 )   (26 )   (78 )   (76 )
Net cash used in financing activities   $ (255 ) $ (2,295 ) $ (847 ) $ (7,236 )
Effect of foreign exchange on cash and cash equivalents     (63 )   99     (36 )   115  
Change in cash and cash equivalents     (875 )   (1,687 )   13,198     3,530  
Cash and cash equivalents, beginning of the period     28,594     6,715     14,521     1,498  
Cash and cash equivalents, end of period   $ 27,719   $ 5,028   $ 27,719   $ 5,028  
Other information                          
Taxes paid - cash     (845 )   (672 )   (6,861 )   (2,102 )
Interest income - cash     154     -     154     -  

The accompanying notes are an integral part of these condensed interim consolidated financial statements

4 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular 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 British Columbia Corporations Act.  The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol MKO.  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.

On March 27, 2025, the Company acquired EG Acquisition LLC (individually, or collectively with its subsidiaries, as applicable, "EGA"), whereby Mako US Corp. acquired all of EGA's issued and outstanding common shares, resulting in the acquisition of the Moss mine, in Arizona, USA (the "Moss Transaction") (Note 5).

On July 3, 2024, the Company acquired Goldsource Mines Inc. (individually, or collectively with its subsidiaries, as applicable, "Goldsource"), whereby Mako acquired all of Goldsource's issued and outstanding common shares, resulting in the acquisition of the Eagle Mountain Property, in Guyana, South America.

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. The Company also holds the Moss mine, an open pit operation currently undergoing restart and ramp-up activities. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua, Guyana and the USA.

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, 2024.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on November 19, 2025.

(b) Basis of presentation

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, 2024, except for the following changes to Inventories:


Inventory to include heap leach ore inventory.

• Heap leach ore inventory represents estimated gold and silver ounces contained in ore that has been placed on the heap leach pad for cyanide irrigation. When ore is placed on the heap leach pad, an estimate of recoverable ounces is made based on tonnage, grade and estimated recoveries of the ore that was placed on the heap leach pad. The estimated recoverable ounces on the heap leach pad are used to determine inventory cost. The estimated recoverable ounces carried on the heap leach pad are adjusted based on actual recoveries being experienced. Actual and estimated recoveries are measured to the extent possible, using various indicators including but not limited to, leach curve recoveries, column tests and current trends in the level of ounces carried on the pad.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

• Finished metal inventory consists of gold and silver in doré awaiting refinement, or bullion.

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 condensed interim 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.

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 Gold 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.

The functional currency of EGA and GVC is the United States dollar.

3. RECENT IFRS PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

The recent IFRS pronouncements issued but not yet effective are consistent with those disclosed in Note 4 of the Company's consolidated financial statements for the year ended December 31, 2024.

4. ESTIMATION UNCERTAINTY AND JUDGMENTS IN APPLYING THE COMPANY'S ACOUNTING POLICIES

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.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

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.

Outlined below are the key areas which require management to make significant judgements, estimates and assumptions in determining carrying values.

Areas where estimation uncertainty have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements include:

(a) Estimated mineral resources

Mineral resources are estimates of the amount of metal that can be extracted from the Company's properties, considering both economic and legal factors. The Company estimates the quantity and/or grade of its mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires judgments to interpret the complex geological data. Calculating mineral resources is based upon factors such as estimates of metallurgical recoveries along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the mineral resources may affect the Company's financial position in a number of ways, including:

(b) Reclamation and remediation provisions

Reclamation and remediation provisions represent the present value of estimated future costs for the reclamation of the Company's mines and properties. These estimates include assumptions as to the cost of services, timing of the reclamation work to be performed, inflation rates, foreign exchange rates and interest rates. The reclamation and closure estimates are more uncertain the further into the future the activities are to be performed.

The actual cost to reclaim a mine may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mine. Management periodically reviews the reclamation requirements as new information becomes available and will assess the impact of new regulations and laws as they are enacted. Any changes to assumptions will result in an adjustment to the provision which affects the Company's liabilities and either its mining interest, plant and equipment or statement of income.

(c) Stockpiled ore, ore in-circuit and heap leach ore net realizable value ("NRV")

Management applies significant judgment in developing the NRV of stockpiled ore, ore in-circuit and heap leach ore inventory, including assumptions related to estimated recoverable ounces of gold within stockpiled ore and ore in-circuit inventory, the estimated forecasted gold price per ounce, estimated costs of completion and selling expenses.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(d) Depreciation, depletion and amortization

The Company uses the units of production method to deplete mineral properties and the straight-line method to amortize plant and equipment. The calculation of the unit of production rate and the useful life and residual values of plant and equipment, and therefore the annual depletion and depreciation expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of changes in the Company's mine plans, changes in the estimation of mineral resources and changes in the estimated remaining life or residual value of plant and equipment.

Areas where accounting policy judgements have the most significant effect on the amounts recognized in the consolidated financial statements include:

(e) Exploration versus Development Expenditures

The classification of exploration versus development expenditures requires management to make significant judgements. Exploration expenditures are incurred during the search for mineral resources, while development expenditures relate to preparing identified resources for commercial production.

Judgement is required to determine the point at which exploration activities transition to development activities, which involves assessing factors such as the technical feasibility and commercial viability of extracting the resource. These judgements are made considering the specific circumstances of each project and are reviewed periodically to reflect any changes in economic or operational factors.

These determinations can materially impact the financial statements, as exploration expenditures are expensed as incurred, whereas development expenditures may be capitalized as part of the asset's cost.

(f) 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. During the nine months ended September 30, 2025, the Company acquired the Moss mine, which was determined to be a purchase of assets (Note 5).

(g) Deferred income taxes

The determination of income tax expense and deferred income tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred income taxes or the timing of tax payments.

(h) Impairment of non-current assets

Management applies significant judgment in its assessment and evaluation of asset or cash generating units at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's mineral properties, buildings, plant and equipment, development asset and to exploration and evaluation assets.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

External sources of information considered are changes in the Company's economic, legal and regulatory environment, which it does not control, but affect the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties and the buildings, plant and equipment are being used or are expected to be used and indications of economic performance of the assets. Calculating the fair value less costs of disposal of cash generating units for impairment tests requires management to make estimates and assumptions with respect to future production levels, operating, capital and closure costs, future metal prices and discount rates.

For exploration and evaluation assets, indicators of impairment may include (i) the period during which the Company has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and sufficient data exists to indicate that the carrying value of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Changes in any of the assumptions or estimates used in determining the fair values could impact the impairment analysis.  Management identified no impairment indicators as of September 30, 2025.

5. ACQUISTION OF EG ACQUISITION LLC

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EG Acquisition LLC ("Wexford EGA") an entity owned by the Company's significant shareholder. EGA owns 100% of the common shares of GVC, which owns the Moss mine. On completion of the transaction, the Company acquired 100% of the Moss mine.

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation Gold Mining Corporation ("Elevation") under a Companies' Creditors Arrangement Act ("CCAA") proceeding and related Chapter 15 proceeding in the United States (collectively, the "Bankruptcy Process") on December 31, 2024.

The purchase price for the Company's acquisition of EGA is composed of the following:

The total purchase price of $7,844,899, including an estimate of the fair value of the Contingent Consideration, is composed as follows:

    $  
Cash paid on closing   6,489  
Moss Transaction costs   356  
Fair value of Contingent Consideration (Royalty Agreements settlement)
  (Note 5 b)		   1,000  
    7,845  

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Relative fair value of net assets acquired and (liabilities) assumed   As at March 27, 2025
$		  
       
Cash   346  
Prepaid expenses and deposits   401  
Inventory   13,139  
Restricted cash (Note 5 a)   3,259  
Building and equipment   603  
Mining interest   5,424  
    23,172  
Less:      
Accounts payable and accrued liabilities   (1,067 )
Provision for reclamation and rehabilitation   (14,260 )
    7,845  

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest and working capital. The provision for reclamation and rehabilitation was initially measured in accordance with IAS 37. The value of the building, equipment and the mining interest was determined based on a discounted cash flow model using a two-year life of mine.

(a) Restricted Cash

The Company maintains restricted cash balances related to collateral security for reclamation bonds. These reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss mine.

On June 20, 2025, restricted cash of $1,503,335 held for reclamation bond purposes was released to the Company.

As of September 30, 2025, the total restricted cash held for reclamation bond purposes amounts to $1,763,019 which is classified as non-current on the balance sheet based on the anticipated timing of the bond release conditions.

These funds are held in designated accounts and cannot be used for general corporate purposes unless released by the relevant issuer of the reclamation bond upon fulfillment of specific requirements. The Company continues to monitor and assess its reclamation obligations to ensure compliance with applicable environmental regulations and financial assurance requirements.

(b) Contingent Consideration - Royalty agreement settlements

At the time of acquisition, the 1% net smelter return ("NSR") royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% NSR royalty at the Moss mine held by Patriot Gold Corporation (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 ("Royalty Agreements").

In the event that Elevation was successful in invalidating the Royalty Agreements or if an agreement was to be reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company is to pay Elevation $1,500,000.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process on the date of acquisition , involving the Royalty Holders, which were before the United States Bankruptcy Court for the District of Arizona.

The fair value of the Contingent Consideration was determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement. The fair value of the Contingent Consideration was estimated to be $1,000,000 at the acquisition date.

During the period, the Company reassessed the likelihood of the cash flow for the Contingent Consideration and determined that it was remote following the subsequent acquisition of the secured indebtedness (the "Debt") owed by Elevation to Maverix Metals Inc. ("Maverix") on July 2, 2025. Refer to Note 7.

A gain of $nil and $1,000,000 on the elimination of Contingent Consideration was recognized in the statement of income and comprehensive income for the three and nine months ended September 30, 2025, respectively.

On October 22, 2025, Elevation was unsuccessful in invalidating Patriot's royalty agreement when the US Court ruled in favour of Patriot, thereby removing the Company's obligation to pay the $1,000,000 contingent consideration to Elevation.  The ruling for Sandstorm is still pending.

6. RECEIVABLES, PREPAIDS AND OTHER ASSETS

As at   September 30,     December 31,  
  2025     2024  
Trade receivable $ 649   $ 321  
Prepaid expenses   1,952     715  
Supplier advances and deposits   1,026     637  
Marketable security   256     -  
Other   79     60  
    3,962     1,733  
Disclosed as non-current:            
Prepaid expenses   26     35  
Supplier advances and deposits   360     171  
Deferred transaction costs   172     29  
    558     235  
  $ 4,520   $ 1,968  

7. SECURED DEBT INVESTMENT

On July 2, 2025, the Company acquired, for cash consideration of $1,800,000, the Debt previously owed by Elevation to Maverix, a subsidiary of Triple Flag Precious Metals Corp. The acquisition was completed pursuant to an assignment and assumption agreement, under which the Company replaced Maverix as the principal secured creditor in Elevation's ongoing proceedings under the Companies' Creditors Arrangement Act ("CCAA") before the Supreme Court of British Columbia.

11 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The Debt comprises obligations under multiple instruments, including promissory notes, a loan agreement, a streaming agreement, and related guarantees, deeds, and security agreements. All associated rights and obligations have been transferred to and assumed by the Company.

As a result, the Company is now the primary secured creditor in Elevation's CCAA proceedings. Distributions in respect of the Debt will be overseen by the Court-appointed Monitor.

As at September 30, 2025, the Company continues to monitor the remaining cash balance associated with the secured debt position to assess its recoverability. Management is evaluating Elevation's financial condition, the status of underlying collateral, and other relevant factors to determine whether any impairment is required.

No impairment has been recorded as at September 30, 2025. The Company will continue to reassess the recoverability of the balance at each reporting period and recognize any necessary adjustments in accordance with IFRS 9 Financial Instruments.

In addition, Elevation is engaged in litigation with the two remaining Royalty Holders regarding the status of certain Royalty Agreements. Should Elevation prevail, the Contingent Consideration currently payable to Elevation's creditors would no longer be payable.  Refer 21 (c).

8. INVENTORIES

As at   September 30,     December 31,  
  2025     2024  
Stockpiled ore $ 9,098   $ 6,645  
Ore in-circuit   2,384     1,501  
Heap leach ore   7,092     -  
Finished metal   398     232  
Supplies and spare parts   3,556     2,709  
    22,528     11,087  
Disclosed as non-current:            
Stockpiled ore   7,368     7,651  
Heap leach ore   3,546     -  
Supplies and spare parts   2,347     2,060  
    13,261     9,711  
  $ 35,789   $ 20,798  

As at September 30, 2025, stockpiled ore, ore in-circuit, heap leach ore and finished metal was recorded at cost. As at December 31, 2024, stockpiled ore, ore in-circuit and finished metal was recorded at cost.

12 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

9. MINING INTEREST, PLANT AND EQUIPMENT

    Mineral     Building,     Exploration              
    properties     Plant &     & Evaluation     Development     Total  
          Equipment     Assets     Asset        
Cost                              
As at December 31, 2023 $ 24,102   $ 43,642   $ 765   $ -   $ 68,509  
Additions   6,269     2,845     20     -     9,134  
Acquisition Goldsource   -     402     37,655     -     38,057  
Asset retirement obligation   684     40     18     -     742  
Deferred stripping   5,887     -     -     -     5,887  
Translation of foreign operation to presentation currency   -     -     (51 )   -     (51 )
As at December 31, 2024 $ 36,942   $ 46,929   $ 38,407   $ -   $ 122,278  
Additions   3,684     2,113     -     521     6,318  
Acquisition Moss Mine   -     603     -     5,424     6,027  
Sailfish Silver Option   (144 )   -     -     -     (144 )
Asset retirement obligation   687     37     (70 )   150     804  
Disposals   (11 )   -     -     -     (11 )
Deferred stripping   1,860     -     -     -     1,860  
Translation of foreign operation to presentation currency   -     -     -     -     -  
As at September 30, 2025 $ 43,018   $ 49,682   $ 38,337   $ 6,095   $ 137,132  
Accumulated depreciation                              
As at December 31, 2023 $ 18,830   $ 29,147   $ -         $ 47,977  
Depreciation   395     4,144     -           4,539  
As at December 31, 2024 $ 19,225   $ 33,291     -   $ -   $ 52,516  
Depreciation   2,355     2,637     -           4,992  
As at September 30, 2025 $ 21,580   $ 35,928   $ -   $ -   $ 57,508  
Net book value as at December 31, 2023 $ 5,272   $ 14,495   $ 765   $ -   $ 20,532  
Net book value as at December 31, 2024 $ 17,717   $ 13,638   $ 38,407   $ -   $ 69,762  
Net book value as at September 30, 2025 $ 21,438   $ 13,754   $ 38,337   $ 6,095   $ 79,624  

(a) Exploration projects in Nicaragua are Potrerillos at $645,000 and El Jicaro at $120,000.

(b) Exploration projects in Guyana are the Eagle Mountain Project at $37,685,000 acquired on acquisition of Goldsource.

On September 30, 2024, the Guyana Geology and Mines Commission granted a prospecting license on the Eagle Mountain Project to the Company's subsidiary, Stronghold, for a three-year term. As part of the prospecting license application, the Company is obliged to spend, by September 30, 2025, a minimum of $2,560,000 on the execution of the work program of the prospecting license (spend has been met).

13 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As at   September 30,     December 31,  
  2025     2024  
Accounts payable and accrued liabilities $ 12,575   $ 10,043  
Lease liability (Note 10 (a))   93     97  
Income taxes payable   6,819     4,346  
Due to related parties (Note 14 (a)&(b))   52     312  
Total current liabilities $ 19,539   $ 14,798  
             
Non-current liability            
Lease liability (Note 10(a))   2     69  
Accrued liabilities (Note 10 (b))   1,298     1,096  
Total non-current liabilities   1,300     1,165  
Total accounts payable and accrued liabilities $ 20,839   $ 15,963  

(a) Lease liability

As at   September 30,
2025		     December 31,
2024		  
Opening balance $ 166   $ 256  
Lease payments made   (78 )   (103 )
Finance charges   7     13  
Closing balance   95     166  
Less:  current portion   (93 )   (97 )
  $ 2   $ 69  

The lease liability was discounted at a discount rate of 6%.

    $  
Total lease payments payable for the next twelve months   97  
Total lease payments payable for the next 1-3 years   -  

(b) Severance Obligation

Non-current accrued liabilities as at September 30, 2025, include severance obligation for employees at the Company's operations in Nicaragua of $1,027,680 (December 31, 2024: $878,260).  The severance is computed based on the years of service at the last salary of employment. Employees that work six years or more have a maximum benefit of five months' salary. The calculation is in line with labor regulations in Nicaragua.

14 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

11. TERM LOANS AND DERIVATIVE LIABILITIES

                Sailfish Silver        
As at   Wexford     Wexford   Loan Derivative     Total  
    Loan     Bridge Loan     Liability        
  (Note 11 (a))           (Note 11 (b))        
Balance, December 31, 2023 $ 6,287   $ -   $ 4,381   $ 10,668  
Liability assumed on acquisition of Goldsource   -     1,506           1,506  
Extinguishment of the original financial liability and replacement with the Revised Wexford   (2,087 )   -     -     (2,087 )
Remeasurement loss from change in timing of cash flows   483     -     -     483  
Accretion and accrued interest   754     8     -     762  
Repayments   (314 )   (1,514 )   -     (1,828 )
Cost to deliver 162,000 oz of silver   -     -     (4,622 )   (4,622 )
Fair value adjustment   -     -     1,727     1,727  
Balance, December 31, 2024 $ 5,123   $ -   $ 1,486   $ 6,609  
Accretion and accrued interest   679     -     -     679  
Repayments   (629 )   -     -     (629 )
Cost to deliver 54,000 oz of silver   -     -     (1,747 )   (1,747 )
Fair value adjustment   -     -     261     261  
Balance, September 30, 2025 $ 5,173   $ -   $ -   $ 5,173  
Disclosed as follows as at September 30, 2025:                        
Current liabilities $ 159   $ -   $ -   $ 159  
Non-current liabilities   5,014     -     -     5,014  
  $ 5,173   $ -   $ -   $ 5,173  

(a) Wexford Loan and Revised Wexford Loan

On March 27, 2024, the Company entered into an eighth amending agreement for the Wexford Loan wherein the Company and the Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Debello Trading Limited and Wexford Focused Trading Limited (collectively, the "Lenders") agreed to further extend the maturity date from March 31, 2025 to March 31, 2029 and to transfer the existing facility comprised of accrued interest and cash bonus interest into a new term loan with a balance of $6,287,872. The new loan accrues interest at a rate of 10% per annum compounded semi-annually and matures on March 31, 2029. Due to the substantial modification of the terms of the agreement, management accounted for this transaction as an extinguishment of the original financial liability and replacement with a new financial liability (the "Revised Wexford Loan"). 

The Company used an effective interest rate of 18%, the estimated market interest rate for non-related parties based on comparable debt when valuing the Revised Wexford Loan upon initial recognition and assumed the accrued interest and principal would be paid at maturity. As a result, the Company recorded a capital contribution from a related party of $2,088,329 directly in contributed surplus during the year ended December 31, 2024, arising from the difference between the actual rate and the estimated market rate. The Revised Wexford Loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method.

15 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of $482,736.

During the nine months ended September 30, 2025, two interest payment totalling of $628,788 was made on the Revised Wexford Loan. Refer to Note 21 (b).

During the three and nine months ended September 30, 2025, the Company recorded $227,737 and $678,188 (2024: $192,328 and $505,861) of accretion and accrued interest on the Revised Wexford Loan all of which has been expensed, respectively.

(b) Sailfish Silver Loan Derivative Liability

(i) On May 24, 2023, the Company entered into an agreement with Sailfish Royalty Corp. ("Sailfish"), whereby Sailfish advanced $6,000,000 (received, May 25, 2023) for the delivery of a fixed number of ounces of silver (13,500), on the last day of the month or the gold equivalent, for a period of 24 months ("Silver Loan").  Interest on the Silver Loan is accrued at US Prime (8.25%) plus four percent per annum, calculated daily on undelivered ounces when due. Sailfish also has the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company's San Albino-Murra concession for an additional $1,000,000. Refer to note 11 (b)(ii).

The Company determined that the stream obligation is a derivative liability, and as such, the stream obligation is recorded at FVTPL at each statement of financial position date.

On April 28, 2025, the Company delivered the final installment of 13,500 ounces of silver on the Sailfish Silver Loan.

During the three and nine months ended September 30, 2025, the Company delivered one and four installments (2024: three and three) totaling nil and 54,000 (2024: 40,500 and 121,500) ounces of silver, respectively.

During the three and nine months ended September 30, 2025, a change in the fair value of the Silver Loan of $nil and $261,137 (2024: $377,411 and $1,677,447) was recorded in change in fair value of derivative liability in the statement of income and comprehensive income.

As of September 30, 2025, the Company has no outstanding instalments remaining.

(ii) Sailfish Silver Option

On April 28, 2025, Sailfish exercised its option to purchase all remaining future silver production from the Company's San Albino-Murra concession for $1,000,000 ("Sailfish Silver Option").  The Company accounted for the arrangement as a partial disposal of mineral interest as Sailfish is entitled to all future silver production and is exposed to the risks and rewards of ownership as a result, and whereas the Company has sold its right to the future economic benefits from the production of silver.

In accordance with IAS 16 Property, Plant, and Equipment, the portion of the mineral interest attributable to the additional refined silver was derecognized upon exercise of the Sailfish Silver Option based on the proportion of expected silver output relative to total production over the life of the mine in the amount $144,052. A gain of $855,958 was calculated at the time of derecognition as the Company has no obligation to produce and future extraction services were determined to be of nominal value.  The gain is deferred and is being recognised as the silver is delivered.

16 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

12. RECLAMATION AND REHABILITATION OBLIGATIONS ("ARO")

    San Albino     Eagle           La        
    Project     Mountain     Moss Mine     Trinidad     Total  
          Project           Mine        
Balance, December 31, 2023 $ 2,198   $ -   $ -   $ 866   $ 3,064  
Liability acquired on acquisition of Goldsource   -     1,265     -     -     1,265  
Cash outflows for reclamation and rehabilitation   (4 )   -     -     -     (4 )
Changes in estimate   725     (13 )   -     -     712  
Accretion expense   130     64     -     -     194  
Liability extinguished   -     -     -     (866 )   (866 )
Translation of foreign operation to presentation currency   -     (2 )   -     -     (2 )
Balance, December 31, 2024 $ 3,049   $ 1,314   $ -   $ -   $ 4,363  
Liability acquired on acquisition of Moss Mine   -     -     14,260     -     14,260  
Changes in estimate   724     (70 )   150     -     804  
Accretion expense   46     48     271     -     365  
Balance, September 30, 2025 $ 3,819   $ 1,292   $ 14,681   $ -   $ 19,792  

(a) The Company has recognized closure and reclamation liabilities relating to the San Albino Project, the Eagle Mountain Project and to the Moss mine and has determined that no significant closure and reclamation liabilities exist in connection with the activities on its other properties. The Company has calculated the present value of the closure and reclamation provision as at September 30, 2025, using the undiscounted estimate of cash outflows associated with reclamation activities as $22,181,628 (December 31, 2024: $4,984,343), with $4,055,267 (December 31, 2024: $3,533,274) associated to the San Albino Project, with $1,951,069 (December 31, 2024: $1,451,069) associated to the Eagle Mountain Project and with $16,175,292 associated to the Moss mine. The provision was determined using discount rates ranging between 2.44% - 5.00% (December 31, 2024: 4.25% - 5.00%) and an inflation rate ranging between 2.44% and 2.54% (December 31, 2024: ranging between 2.46% and 2.50%).

13. SHARE CAPITAL

(a) Authorized - Unlimited number of common shares, without par value.

(b) Issued

(i) During the nine months ended September 30, 2025, 500,966 common shares of the Company were issued on the exercise of 500,966 share options with a weighted average exercise price of C$3.04 per option for gross proceeds of $1,096,735. The fair value of $623,184 was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$4.58.

(ii) During the nine months ended September 30, 2025, 90,600 common shares of the Company were issued on the vesting of 90,600 DSUs following the resignation of a director.  The fair value of $166,345 was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$5.33.

(iii) During the nine months ended September 30, 2025, 793,807 common shares of the Company were issued on the exercise of 793,807 warrants with a weighted average exercise price of C$2.50 per warrant for gross proceeds of $1,405,991. The fair value of $682,301 was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$4.26.

17 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(iv) On May 12, 2025, 3,651 common shares of the Company were issued on the vesting of 3,651 restricted share units and the fair value of $5,544 was transferred from contributed surplus to share capital.

(i) On November 19, 2024, the Company commenced a normal course issuer bid ("NCIB-2025") whereby the Company intends to purchase up to an aggregate of 3,956,485 common shares of the Company, representing 5% of the common shares issued and outstanding as of that date. Purchases under the NCIB-2025 will end no later than November 18, 2025.

During the nine months ended September 30, 2025, the Company purchased 534,800 common shares of the Company, under the NCIB-2025 for $1,357,043 and allocated $608,449 to deficit.  These common shares were cancelled.

(c) Share options

    For the nine months ended
September 30, 2025		     For the year ended
December 31, 2024		  
    Number
of options		      
WAEP		     Number
of options		      
WAEP		  
Opening balance   1,805,050     C$2.83     3,736,504     C$2.62  
Granted   740,000     C$4.47     200,000     3.31  
Mako replacement options on acquisition of Goldsource   -     -     1,181,950     2.49  
Exercised   (500,966 )   C$3.04     (1,767,853 )   1.95  
Forfeited   (20,000 )   C$4.47     (45,000 )   2.13  
Expired   (279,750 )   C$4.02     (1,500,551 )   3.18  
Ending balance   1,744,334     C$3.25     1,805,050     C$2.83  
Options exercisable   845,166     C$2.36     1,429,217     C$2.88  
Weighted average remaining contractual life (in years)   1.51           2.77        

      WAEP = Weighted average exercise price

On April 18, 2025, the Company granted 740,000 stock options to officers, employees and consultants of the Company exercisable to acquire one common share of the Company at an exercise price of C$4.47 per share for a term of five years, expiring on April 18, 2030. The options vest as to 25% on the first anniversary of the date of grant, and as to 25% on each of the second, third and fourth anniversary of the date of grant. The fair value of these options was calculated as $1,258,557 using the Black-Scholes model with the following inputs: share price on grant date C$4.55, five years to maturity, risk free interest rate of 2.78% and a volatility of 58.24%.  The expected volatility reflects management's best estimate of future share price fluctuations, based on historical share price data and expected forfeitures at the time of grant.

During the three and nine months ended September 30, 2025, the Company recorded share-based payments expense of $181,074 and $414,093 (2024: $57,658 and $221,549), all of which is included in general and administrative expenses, respectively.

18 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(d) Restricted share units ("RSU")

On April 18, 2025, the Company granted 502,785 RSUs to officers of the Company. Each RSUs will vest one-third on December 15, 2026, one-third on December 15, 2027 and one-third on December 15, 2028. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration.

The fair value of the RSUs at the grant date was C$4.55 per unit, resulting in a total grant-date fair value of $1,649,978. The fair value was determined based on the market price of the Company's common shares on the date of issuance. The RSUs are expected to be settled through the issuance of common shares.

On July 4, 2025, the Company granted 6,500 RSUs to the chairman of the Company. RSUs will vest on July 4, 2026. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration.

The fair value of the RSUs at the grant date was C$4.51 per unit, resulting in a total grant-date fair value of $24,405. The fair value was determined based on the market price of the Company's common shares on the date of issuance. The RSUs are expected to be settled through the issuance of common shares.

On May 12, 2025, 3,651 RSUs vested.

During the three and nine months ended September 30, 2025, total share‐based compensation relating to RSUs was $240,168 and $500,518 (2024: $128,618 and $463,364), of which all is included in general and administrative expenses, respectively.

As at September 30, 2025, there were 1,092,619 (December 31, 2024 - 586,985) RSUs outstanding.

(e) Deferred share units ("DSU")

On April 18, 2025, the Company granted 145,000 DSUs to directors of the Company. Each DSU will vest on the director's termination of service and is exercisable into one common share entitling the holder to receive the common share for no additional consideration or receive the cash equivalent or a combination thereof, at the Board's discretion.

The fair value of the DSUs at the grant date was C$4.55 per unit, resulting in a total grant-date fair value of $475,846. The fair value was determined based on the market price of the Company's common shares on the date of issuance.  The DSUs are expected to be settled through the issuance of common shares.

For the three months and nine months ended September 30, 2025, total share‐based compensation relating to DSUs was $139,357 and $222,682 (2024: $39,114 and $116,491), of which all is included in general and administrative expenses, respectively.

At September 30, 2025, there were 370,040 (December 31, 2024: 315,640) DSUs outstanding.

19 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(f) Warrants

    For the nine months ended
September 30, 2025		     For the year ended
December 31, 2024		  
    Number
of warrants		      
WAEP		     Number
of warrants		      
WAEP		  
Opening balance   837,807     C$2.50     -     C$-  
Mako replacement warrants on acquisition of Goldsource   -     -     841,503     2.50  
Exercised   (793,807 )   2.50     (3,696 )   2.50  
Expired   (44,000 )   2.50     -     -  
Ending balance   -     -     837,807     C$2.50  
Weighted average remaining contractual life (in years)   -           0.38        

      WAEP = Weighted average exercise price

During the three and nine months ended September 30, 2025, nil and 793,807 warrants were exercised with an exercise price of C$2.50 per warrant for gross proceeds of $nil and $1,405,992, respectively. 

The weighted average share price at the date of exercise was C$4.26.

At September 30, 2025, there were nil (December 31, 2024: 837,807) warrants outstanding.

14. 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 and Directors.

    Three months       Nine months  
    ended September 30,       ended September 30,  
    2025     2024       2025     2024  
Director fees $ 150   $ 64     $ 323   $ 177  
Salaries, consulting and management fees   263     271       1,097     1,583  
Share-based compensation   257     155       557     538  
Total $ 670   $ 490     $ 1,977   $ 2,298  
                           
As at                 September      December 31,  
                30,     2024  
Amount included in accounts payable and accrued liabilities               $ 25   $ 303  

20 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) 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 three and nine months ended September 30, 2025, the Company expensed fees relating to consulting services of $23,872 and $115,415 (2024:  $502 and $2,005), and $35,346 and $84,027 (2024:  $6,264 and $25,058) in general office expenses, respectively. Amounts payable to Tes-Oro as at September 30, 2025, were $26,479 (December 31, 2024: $9,397).

(c) Sailfish Royalty Corp.

Sailfish is a publicly traded company related by common shareholders, and two directors. In addition to the Sailfish Silver Loan Derivative Liability and the Sailfish Silver Option (Note 11 (b)), during the three and nine months ended September 30, 2025, the Company's subsidiary Nicoz had the following transactions with Sailfish:

Gold stream sales

i. Nicoz received advances of $nil and $nil (2024: $nil and $391,485) for the purchase of gold ounces, respectively.

ii. Nicoz sold 25 and 51 (2024: 215 and 671) ounces of gold to Sailfish for $21,320 and $40,722 (2024: $130,882 and $394,147) of which $21,320 and $40,722 (2024: $130,882 and $394,147) is recorded as production services revenue and $180,184 and $165,774 (2024: $9,114 and $259,151) is included in the gain on gold stream derivative asset disclosed in the consolidated statement of income and comprehensive income, respectively.

As at September 30, 2025, a balance of $21,320 was receivable from Sailfish and is included in receivables (December 31, 2024: $69,698).

Royalty fee

Sailfish is entitled to a two percent NSR royalty of the production of all gold and silver ounces at the San Albino mine, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018. 

During the three and nine months ended September 30, 2025, a royalty fee of $427,367 and $1,589,893 (2024: $307,573 and $637,536) was payable to Sailfish and is included in production costs in the consolidated statement of income and comprehensive income.

During the three and nine months ended September 30, 2025, Nicoz offset $6,587 and $89,100 (2024: $nil) in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish, respectively.

As at September 30, 2025, a balance of $427,367 (December 31, 2024: $432,870) was payable to Sailfish and is included in accounts payable and accrued liabilities.

(d) Wexford LP ("Wexford")

Wexford is the Company's significant shareholder. On March 27, 2025, the Company acquired the Moss mine from Wexford EGA, an entity owned by Wexford.  Refer to Note 5.

21 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

15. SEGMENTED INFORMATION

Reportable segments are consistent with the geographic regions in which the Company's projects are located. 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 Project in Nicaragua, its Moss mine 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 and nine months ended September 30, 2025, the Company's principal product was gold and silver sold to refineries at spot market prices by the Company's subsidiaries.

For the three and nine months ended September 30, 2024, the Company's principal product was gold sold to refineries at spot market prices by the Company's subsidiaries.

The Company's segments are summarized as follows:

                      Total              
    Guyana     Nicaragua     USA      Operating     Corporate     Total  
                      Segments              
For the three months ended September 30, 2025:                                
Revenue   -     23,879     3,696     27,575     -     27,575  
Production costs   -     (12,227 )   (4,336 )   (16,563 )   -     (16,563 )
Depreciation, depletion and amortization   -     (1,533 )   (7 )   (1,540 )   -     (1,540 )
Gross profit   -     10,119     (647 )   9,472     -     9,472  
Exploration and evaluation expense   (1,129 )   (1,541 )   (117 )   (2,787 )   -     (2,787 )
General and administrative expenses   -     (29 )   -     (29 )   (2,864 )   (2,893 )
Other income (expense)   (6 )   465     (167 )   292     153     445  
Income and deferred taxes   -     (3,040 )   -     (3,040 )   (1 )   (3,041 )
Income for the period   (1,135 )   5,974     (931 )   3,908     (2,712 )   1,196  
                                     
For the nine months ended Sept 30, 2025:                                    
Revenue   -     86,214     11,864     98,078     -     98,078  
Production costs   -     (36,338 )   (10,944 )   (47,282 )   -     (47,282 )
Depreciation, depletion and amortization   -     (5,520 )   (34 )   (5,554 )   -     (5,554 )
Gross profit   -     44,356     886     45,242     -     45,242  
Exploration and evaluation expense   (3,301 )   (3,060 )   (165 )   (6,526 )         (6,526 )
General and administrative expenses   -     -     -     -     (7,197 )   (7,197 )
Other income (expense)   (26 )   392     (231 )   135     854     989  
Income and deferred taxes         (12,936 )         (12,936 )   (134 )   (13,070 )
Income for the period   (3,327 )   28,752     490     25,915     (6,477 )   19,438  

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

                      Total              
    Guyana     Nicaragua     USA      Operating     Corporate     Total  
                      Segments              
As at Sept 30, 2025:                                    
Exploration projects   37,571     765     6,091     44,427     -     44,427  
Land and building   268     450     155     873     4     877  
Equipment   181     2,365     1,091     3,637     9     3,646  
Right-of-use asset   -     -     -     -     81     81  
Mineral property and plant   -     30,592     -     30,592     -     30,592  
    38,020     34,172     7,337     79,529     94     79,623  
                                     
As at December 31, 2024:                                    
Exploration projects   37,641     766     0     38,407     -     38,407  
Land and building   271     6,804     0     7,075     6     7,081  
Equipment   200     2,780     0     2,980     17     2,997  
Right-of-use asset   0     0     0     0     147     147  
Mineral property and plant   0     21,130     0     21,130     -     21,130  
    38,112     31,480     0     69,592     170     69,762  

16. SUPPLEMENTARY CASH FLOW INFORMATION

    For the three months     For the nine months  
    ended September 30,   ended September 30,  
    2025     2024     2025     2024  
Changes in non-cash working capital:                        
Change in receivables $ 86   $ 2,387   $ (627 ) $ (1,263 )
Change in inventories   (1,612 )   972     (2,338 )   (6,339 )
Change in prepaid expenses, and other   (1,183 )   (246 )   (1,303 )   (669 )
Change in accounts payable and accrued liabilities   3,002     (725 )   4,622     2,915  
Change in due to related parties   (12 )   (436 )   (261 )   (5 )
  $ 281   $ 1,952   $ 93   $ (5,361 )
The significant non-cash financing and investing transactions:                        
Repayment of Sailfish Silver Loan (non-cash) $ -   $ (401 ) $ (461 ) $ (806 )
Change in current liabilities relating to mining interest expenditures   1,346     232     99     2,823  

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

17. GENERAL AND ADMINISTRATIVE EXPENSES

    Three months       Nine months  
    ended September 30,       ended September 30,  
    2025     2024       2025     2024  
Accounting and legal   542   $ 298     $ 988   $ 753  
Consulting fees   22     20       42     45  
Directors' fees   150     64       323     177  
Depreciation   32     29       103     93  
General office expenses   134     43       277     133  
Insurance   131     135       374     361  
Investor relations and communications   62     64       134     145  
Rent   11     2       30     5  
Salaries and benefits   1,143     772       3,443     3,682  
Stock-based compensation   560     225       1,138     801  
Telephone and IT services   37     53       144     130  
Transfer agent fees and regulatory fees   18     (37 )     72     70  
Travel   51     68       129     157  
    2,893   $ 1,736     $ 7,197   $ 6,552  

18. ACCRETION AND INTEREST EXPENSE

    For the three months
ended September 30,		     For the nine months
ended September 30,		  
    2025     2024     2025     2024  
Accretion on asset retirement obligation (Note 12) $ 118   $ 30   $ 365   $ 94  
Accretion on Wexford Loan (Note 11 (a))   70     47     208     85  
Interest expense - Wexford Loan (Note 11 (a))   159     139     471     414  
Interest expense - other   -     13     6     21  
  $ 347   $ 229   $ 1,050   $ 614  

19. INCOME TAX AND DEFERRED INCOME TAX

Current income tax expense for the three and nine months ended September 30, 2025, was $1,865,000 and $9,363,000 (2024: $595,186 and $4,285,012), respectively. Deferred tax expense for the three and nine months ended September 30, 2025, was $1,176,000 and $3,707,000 (2024: $nil and $nil), respectively. The Company calculates income tax expense for interim periods using the estimated annual effective tax rate applied to year-to-date pre-tax income. Deferred tax assets are only recognized to the extent that they are expected to be applied to future taxable profits. Deferred tax liabilities are recognized for all taxable temporary differences.  As at September 30, 2025, the deferred income tax liability was $6,931,000 (December 31, 2024: $3,224,000). The deferred income tax liability primarily relates to timing differences associated with capitalized development expenditures, as well as the gold inventory held by the Company's Nicaraguan subsidiary. There have been no significant changes in tax legislation or rates during the reporting period.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

20. FINANCIAL INSTRUMENTS AND LIQUIDITY RISK

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).

The Company's financial instruments include cash and cash equivalents, receivables, accounts payable and the Term Loans and derivative liabilities. The carrying values of cash and cash equivalents, receivable and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Revised Wexford Loan is carried at amortized cost.

The Company's derivative asset and liability is measured using level 3 inputs.

During the three and nine months ended September 30, 2025, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables. The Company's maximum exposure to credit risk is the amount disclosed in the consolidated statements of financial position.

Credit risk associated with cash and cash equivalents is minimized by placing the majority of these instruments with major financial institutions with strong investment-grade ratings as determined by a primary ratings agency.

Credit risk associated with trade receivables is managed by dealing with reputable international metals trading companies. The Company assesses and monitors risk by performing an aging analysis of its trade receivables.

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.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The following are the contractual maturities of financial liabilities:

At September 30, 2025   Carrying
Amount		     Contractual
Cash Flows		       Within 1
year		     1 to 2
years		     2 to 3
years		     3 to 6
years		  
  $     $       $     $     $     $  
Accounts payable and accrued liabilities   20,839     20,839       19,539     273     -     1,027  
Term loans and derivative   5,173     5,173       159     -     -     5,014  
Total   26,012     26,012       19,698     273     -     6,041  

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market factors. Market risk comprises three types of risk: price risk, interest rate risk and currency risk.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is considered insignificant due to the low interest rates in the current economic environment and short-term nature of its holdings and as such the Company does not take any actions to manage interest rate risk. The interest rate on the Term Loan is fixed at 10% per annum.

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign currency exchange rates.

The Company's currency risk primarily arises from financial instruments denominated in US dollars that are held by Mako and Goldsource, as their functional currency is the Canadian dollar and that are held by Stronghold, as their functional currency is the Guyanese dollar. Conversely for the Company's subsidiaries whose functional currency is the US dollar, currency risk primarily arises from financial instruments denominated in Nicaraguan córdoba that are held at the subsidiary company level. As at September 30, 2025, a 5% change in the exchange rate between the Canadian dollar and the U.S. dollar would result in a net impact of approximately $8,000 and a 5% change in the exchange rate between the Guyanese dollar and the U.S. dollar would result in a net impact of approximately $11,000. Effective January 1, 2024, the exchange rate between the Nicaraguan córdoba and the U.S. dollar has been fixed by the Central Bank of Nicaragua. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a hedging program or any other programs to manage currency risk.

21. EVENTS AFTER THE REPORTING PERIOD

Except as disclosed in the notes above, the following events took place subsequent to September 30, 2025:

(a) Private Placement

On October 28, 2025, the Company completed a brokered private placement issuing 4,375,000 common shares (the "Offered Shares") at a price of C$8.00 per share (the "Issue Price"), for gross proceeds of C$35,000,000 (the "Brokered Offering").

26 | Page

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

In addition, the underwriters purchased 656,250 common shares at the Issue Price, for additional gross proceeds of C$5,250,000.

The underwriters received a commission of C$2,415,000, equivalent to 6% of the gross proceeds of the Brokered Offering.  Additional share issuance costs incurred totalled C$160,299.

The Company also completed a non-brokered private placement with funds managed by Wexford Capital LP, issuing 1,875,000 common shares at the Issue Price per share, for gross proceeds of C$15,000,000.

(b) Wexford Loan

On October 28, 2025, the Company fully repaid the outstanding balance of the Revised Wexford Loan totaling $6,494,596. The repayment consisted of principal of $6,287,872 and accrued interest of $206,724.

(c) Mt. Hamilton Gold-Silver Project

On September 30, 2025, the Company entered into a binding term sheet with Sailfish to acquire the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") located in White Pine County, Nevada, USA, through the acquisition of 100% of Mt. Hamilton LLC ("MH LLC"), the owner of the Mt. Hamilton Project, through a series of transactions. Sailfish will acquire MH LLC from Mt. Hamilton Holdings LLC and subsequently transfer the interests to Mako in consideration for a corporate gold stream, to be secured (the "Stream") and a 2% NSR royalty on the Mt. Hamilton Project from Mako. which is in addition to any existing royalties.

Under the terms of the Stream, Sailfish will purchase from Mako approximately 342 ounces of gold per month at a price of 20% of the London Bullion Market Association PM Fix price for a period of 60 months (the "Stream Period") commencing immediately following the closing of Mako's acquisition transaction.

Although production supporting delivery of gold during the majority of the Stream Period is expected to be from the Mt. Hamilton Project, Mako will have the right to source monthly mineral deliveries from its other projects as well as by way of the purchase of silver and/or gold credits or the delivery of gold equivalent ounces. The number of  ounces of gold to be purchased by Sailfish will be subject to adjustment pursuant to a put/call structure whereby the monthly stream amount will be adjusted, if necessary, to ensure that the stream amount consists of such number of  ounces of gold of no less than the net equivalent margin of $738,000, which is equivalent to $2,700 per gold ounce and no more than the net equivalent margin of $1,011,333, which is equivalent to US$3,700 per gold ounce. Upon completion of the Stream Period, Mako will grant Sailfish the NSR royalty on all mineral production with respect to the Mt. Hamilton Project.

The purchase agreement between Mako and Sailfish is subject to special committee, board, shareholder (disinterested), and TSX-V approvals. If these are not obtained and the agreement is terminated, Wexford (or its nominee) will acquire MH LLC and the Mt. Hamilton Project, excluding any immaterial costs or liabilities incurred by Mako post-acquisition. . In such case, the Stream and Royalty Agreement will be rescinded without taking effect, and Mako will have no ongoing liabilities to Sailfish.

27 | Page

 

 

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025

 

 

 

 


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

This Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the operations, financial position, and current and future business environment of Mako Mining Corp. (the "Company" or "Mako"). This MD&A should be read in conjunction with Mako's unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2025 and the annual consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2024. 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 financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").

Additional information regarding Mako, including the risks related to the business and those that are reasonably likely to affect Mako's financial statements in the future, is contained in the continuous disclosure materials, including the most recent audited consolidated financial statements, annual MD&A and Management Information Circular, which are available on the Company's website at www.makominingcorp.com and under the Company's profile on the SEDAR+ website at www.sedarplus.ca. Readers are encouraged to read the Forward-Looking Information section of this MD&A. Reference should also be made to the Non-IFRS Measures section of this MD&A for information about non-IFRS measures referred to in this MD&A.

The Company's fiscal year is divided into four quarters, referred to as 'Q1', 'Q2', 'Q3', and 'Q4'. Cumulative year-to-date results are denoted as 'YTD Q1', 'YTD Q2', 'YTD Q3' and 'YTD Q4', reflecting performance through each respective reporting period.

This MD&A has been prepared as of November 19, 2025. All amounts are expressed in United States (US) dollars ("$"), unless otherwise stated. References to "C$" are to the Canadian dollar.

BUSINESS OVERVIEW

Mako Mining Corp. was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the British Columbia Corporations Act. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "MKO" and the OTCQX under the symbol "MAKOF". The Company's principal business activities are the production of gold and the exploration and development of its mineral interests in Nicaragua, Guyana and the United States.

The Company's main assets are the producing San Albino and the Las Conchitas gold deposits, collectively the "San Albino Mine", located within the San Albino-Murra Property in Nueva Segovia, Nicaragua and the recently acquired Moss mine located in Arizona, USA.

The projected free cash flow from the San Albino Mine is anticipated to fund exploration on Mako's prospective 224 square kilometer ("km") land package in Nicaragua, ongoing engineering activities at the Eagle Mountain Project in Guyana and the resumption of operations at the Moss mine in Arizona, United States.

FINANCIAL AND OPERATIONAL HIGHLIGHTS, MAJOR ACTIVITIES AND SIGNIFICANT SUBSEQUENT EVENTS

2


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

On September 30, 2025, the Company entered into a binding term sheet with Sailfish to acquire 100% of Mt. Hamilton LLC ("MH LLC"), owner of the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") in Nevada. In exchange, Sailfish will receive a secured gold stream and a 2% net smelter return ("NSR") royalty. The stream provides for monthly delivery of approximately 341.7 oz of gold over 60 months at 20% of the London Bullion Market Association ("LBMA") PM Fix price, subject to margin-based adjustments. Upon stream completion, the NSR royalty will apply to all mineral production from the Mt. Hamilton Project.

The acquisition is subject to board, shareholder, and TSX-V approvals. If not obtained, Wexford Capital LP ("Wexford") (or its nominee) will acquire MH LLC and the Mt. Hamilton Project in a fallback transaction. In this event, the stream and royalty agreements will be rescinded without taking effect, and the Company will have no further obligations to Sailfish. Refer to PROPOSED TRANSACTIONS for additional details.

Subsequent to September 30, 2025:

On October 28, 2025, the Company completed a brokered private placement issuing 4.4 million common shares (the "Offered Shares") at a price of C$8.00 per share (the "Issue Price"), for gross proceeds of C$35.0 million (the "Brokered Offering"). In addition, the underwriters purchased 0.7 million common shares at the Issue Price, for additional gross proceeds of C$5.3 million. The underwriters received a commission of C$2.4 million, equivalent to 6% of the gross proceeds of the Brokered Offering. Additional share issuance costs incurred totaled C$0.2 million.

The Company also completed a non-brokered private placement with funds managed by Wexford Capital LP, issuing 1.9 million common shares at the Issue Price per share, for gross proceeds of C$15.0 million.

Net proceeds from the Brokered Offering are to be used for the ramp-up of operations at the Moss mine, advancement of the Company's development assets, and general working capital purposes.

On October 28, 2025, the Company fully repaid the outstanding balance of the Revised Wexford Loan totaling $6.5 million. The repayment consisted of principal of $6.3 million and accrued interest of $0.2 million.

On October 22, 2025, Elevation Gold Mining Corp. ("Elevation") was unsuccessful in invalidating Patriot Gold Corporation's ("Patriot") royalty agreement when the US Court ruled in favour of Patriot, thereby removing the Company's obligation to pay the $1.0 million contingent consideration to Elevation. The ruling for Sandstorm Gold Ltd. ("Sandstorm") royalty agreement is still pending. Refer to MOSS MINE ACQUISITION for additional details.

3


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

RESULTS OF OPERATIONS

Consolidated Financial Performance
(in $000's)		   Three months ended     Nine months ended  
  Sept 30,     Sept 30,           Sept 30,     Sept 30,        
  2025     2024     Change     2025     2024     Change  
Revenue $ 27,575   $ 15,739   $ 11,836   $ 98,078   $ 63,226   $ 34,852  
Income for the period   1,196     378     818     19,438     14,494     4,944  
Operating cash inflows before changes in non-cash working capital   4,314     2,840     1,474     29,431     23,885     5,546  
Net cash provided from operating activities $ 4,595   $ 4,792     ($ 197 ) $ 31,027   $ 18,524   $ 12,503  
Cash cost ($/oz Au sold)(ii) $ 2,115   $ 1,465   $ 650   $ 1,570   $ 971   $ 599  
AISC ($/oz Au sold)(ii) $ 2,561   $ 2,383   $ 178   $ 1,820   $ 1,378   $ 442  
EBITDA(ii) $ 5,956   $ 2,902   $ 3,054   $ 38,997   $ 25,307   $ 13,690  
Adjusted EBITDA(ii) $ 9,303   $ 4,257   $ 5,046   $ 46,661   $ 28,113   $ 18,548  
                                     
                      As at     As at        
Financial Condition (in $000's)                     Sept 30,     Dec 31, 2024     Change  
Cash and cash equivalents                   $ 27,719   $ 14,521   $ 13,198  
Working capital (i)                     36,208     10,773     25,435  
Total assets                     151,413     107,082     44,331  
Equity                   $ 97,867   $ 76,923   $ 20,944  

(i) Working capital calculated as current assets less current liabilities.

(ii) Refer to NON-IFRS MEASURES for additional details.

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 on San Albino Mine. During 2021 and 2022 extensive drilling was conducted to update the mineral resource estimate 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 mineral resource estimate ("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, prepared by RESPEC and dated December 6, 2023) ("MRE"). 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 grams per tonne ("g/t") gold ("Au") in the Measured and Indicated categories.

4


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

On June 10, 2024, the Company filed an amended technical report in response to comments received from the British Columbia Securities Commission ("BCSC") 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 National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("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.

No changes were made to the MRE for the San Albino Mine in the Amended Technical Report.

The table below shows the main variables used by Company management to measure operating performance of the San Albino mine.

Operating data   Three months ended     Nine months ended  
  Sept 30, 2025     Sept 30, 2024     Change     Sept 30, 2025     Sept 30, 2024     Change  
San Albino Mine                                    
Tonnes Mined   2,549,796     2,074,782     475,014     7,184,304     5,796,493     1,387,811  
Tonnes Milled   52,554     51,865     689     158,811     157,025     1,786  
Mill availability   97%     96%     1%     97%     97%     0%  
Avg Tonnes per day   591     584     7     598     596     2  
Recovery %   81%     73%     8%     83%     80%     3%  
Grade (g/t Au)   5.0     4.2     0.8     6.2     6.8     (0.6 )
Gold produced (ounces)   6,879     5,142     1,737     26,276     27,222     (946 )
Gold sold (ounces)   6,918     6,532     386     26,903     28,112     (1,209 )
Average realized gold price ($/oz sold) $ 3,452   $ 2,409   $ 1,043   $ 3,198   $ 2,249   $ 949  
Cash cost ($/oz Au sold)(1) $ 1,767   $ 1,465   $ 302   $ 1,351   $ 970   $ 381  
AISC ($/oz Au sold)(1)(2) $ 2,064   $ 2,383   ($ 319 ) $ 1,501   $ 1,378   $ 123  

(1) Refer to Non-IFRS Measures.

(2) AISC for 2025 excludes corporate general and administration expenses

For the three months ended September 30, 2025:

Tonnes Mined: Mining activity increased by 0.5 million tonnes compared to Q3 2024, largely due to a higher stripping ratio across multiple zones of the Las Conchitas deposit, where operations have remained active.

Tonnes Milled: Throughput at the mill remained steady quarter over quarter, with Q3 2025 milling volumes consistent with those of Q3 2024.

Mill Recoveries: Recoveries improved significantly in Q3 2025 compared to Q3 2024, primarily due to higher gold grades fed to the plant and a better blending of sulfide and oxide mineralized material.

Gold ounces produced: Higher throughput and gold grades, combined with the above-mentioned improvements in recoveries, generated a 34% increase in gold production quarter over quarter.

Gold Ounces Sold: The volume of gold ounces sold during Q3 2025 remained relatively consistent with Q3 2024 levels.

5


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Cash Cost and AISC per gold ounce sold: Cash cost per oz of gold sold increased in Q3 2025 versus Q3 2024, driven by higher mining volumes linked to increased stripping ratios at Las Conchitas deposit. Higher realized gold prices also led to elevated royalty costs at San Albino. AISC per oz of gold sold decreased in Q3 2025 versus Q3 2024, primarily reflecting the allocation of corporate general and administrative expenses, which are excluded in the calculation for Q3 2025. In Q3 2024, there was only one operating mine, resulting in a higher per-oz cost burden.

For the nine months ended September 30, 2025:

Tonnes Mined: Mining volumes increased by approximately 1.4 million tonnes year-over-year, again reflecting a higher stripping ratio across the Las Conchitas deposit.

Tonnes Milled: Milling volumes remained stable, with YTD Q3 2025 consistent with YTD Q3 2024.

Mill Recoveries: The year-over-year improvement in recoveries reflects enhanced mill feed optimization, specifically through improved blending of oxide and sulfide mineralized material.

Gold ounces produced: Although higher volumes of throughput and better recoveries obtained at the processing plant year-over-year, lower gold grades fed to the plant during YTD Q3 2025, compared to YTD Q3 2024, generated a slight reduction in gold ounces produced.

Gold Ounces Sold: As a consequence of lower gold ounces produced, gold sold declined by 4% in YTD Q3 2025 compared to previous year.

Cash Cost and AISC per gold ounce sold: Both increased in YTD Q3 2025 compared to the prior year, primarily due to higher mining volumes with longer hauling distances at Las Conchitas deposit and lower gold ounces sold. Higher realized gold prices also led to increase in royalty costs at the San Albino mine. AISC per oz of gold sold for 2025 excludes corporate general and administrative expenses.

Moss Mine, Arizona, USA

On March 27, 2025, the Company acquired EG Acquisition LLC (individually, or collectively with its subsidiaries, as applicable, "EGA"), whereby Mako US Corp. 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. The Moss vein strikes slightly north of west and dips steeply to the south in the vicinity of the mine. Locally, the Moss vein develops a more northerly strike. The Ruth vein, which is approximately 175 meters to the south of the Moss vein on surface, is sub-parallel to, and dips moderately north towards the Moss vein, with the distance between the two veins diminishing with depth. The two veins intersect at depths of between 180 meters and 230 meters below the current surface. Moss vein hanging wall stockworks are present both above and below the intersection between the two veins.

During the first months after the acquisition, the operation was at limited capacity; however, heap leaching continued to operate, producing minor amounts of gold and silver. All operating permits are in good standing. During the three months ending September 30, 2025, the Company has engaged a new mine contractor for the Moss mine. The initial mining fleet was mobilized to site and mining operations resumed in Q3 2025. The contractor anticipates additional equipment deliveries in the fourth quarter. Ramp up of the operation will continue through 2025 with steady-state production expected by the first quarter of 2026. Mining is currently focused on the main Moss vein and associated stockwork material.

6


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

The table below shows the main variables used by Company management to measure operating performance of the Moss mine.

Operating data   Three months ended     Nine months ended  
  Sept 30, 2025     Sept 30, 2024     Change     Sept 30, 2025     Sept 30, 2024     Change  
Moss Mine                                    
Tonnes Mined   122,788     -     122,788     122,788     -     122,788  
Tonnes Crushed   72,851     -     72,851     78,368     -     78,368  
Grade (g/t Au)   0.2     -     0.2     0.3     -     0.3  
Gold equivalent produced (ounces)(a)   1,100     -     1,100     2,645     -     2,645  
Gold ounces sold   912     -     912     3,219     -     3,219  
Silver ounces sold   13,308     -     13,308     34,493     -     34,493  
Average realized gold price ($/oz sold) $ 3,476     -   $ 3,476   $ 3,297     -   $ 3,297  
Cash cost ($/oz Au sold)(1) $ 4,756     -   $ 4,756   $ 3,399     -   $ 3,399  
AISC ($/oz Au sold)(1)(2) $ 4,596     -   $ 4,596   $ 3,329     -   $ 3,329  

(a) = "Gold equivalent produced ounces" include silver ounces produced converted to a gold equivalent based on a ratio of 88:1

(1) Refer to Non-IFRS Measures.

(2) AISC excludes corporate general and administration expenses

As Moss mine was acquired on March 27, 2025, no comparative figures are presented for prior periods.

EXPLORATION AND MINERAL PROPERTY DEVELOPMENT UPDATE

Nicaragua

During Q3 2025, and as part of the reverse circulation ("RC") drilling program, the Company completed 9,267 m of development drilling, including 1,687 m of infill drilling using three RC drill rigs on its San Albino - Murra Concession.

The main objective of this 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. In particular, several areas of the Las Conchitas gold deposit were drilled in Q3 2025, such as Mina Bonanza, San Pablo, Intermediate, Tirado and Mina Francisco.

The Q3 2025 RC drilling results continue to support expansion of mining activities outside the pit limits defined by the June 10, 2024, MRE update in the Las Conchitas area.

In addition, the Q3 2025 diamond drilling campaign at Mina Francisco focused on delineating geological and geochemical data to be used for detailed underground mine design. A total of 1,411 m of RC and 1,288 m of diamond drilling was completed at Mina Francisco on the San Albino - Murra Concession.

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.

7


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

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).

San Albino - Murra Concession

Las Conchitas Area

Las Conchitas is situated between two past-producers, the San Albino Mine and the El Golfo Mine. It covers 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.

As with the San Albino gold deposit, the conceptual model for the Las Conchitas mineralization consists of multiple parallel quartz veins that dip gently to the northwest, associated with extensive shear and fault systems which represent possible feeders for mineralized fluids and a favorable environment for precious metal deposition. These characteristics are consistent with the model for orogenic gold-bearing veins, which can extend to depths in excess of a kilometer. Drilling at Las Conchitas has confirmed the down-dip continuity of highly mineralized zones as demonstrated by drill results reported on July 29, 2024; gold mineralization is not restricted solely to quartz veins, but can also occur in the host rock (phyllite/schist) containing quartz vein.

During Q3 2025, the Company completed 7,979 m of RC drilling and 1,228 m of diamond drilling at Las Conchitas with the main goal of testing for structural continuity and extensions of the gold mineralization.

La Virgen Prospect

During Q3 2025, the Company completed 751 m of exploration RC drilling at the Mina Milagros prospect, situated in the central portion of the San Albino - Murra Concession. The objective of this program was to test gold mineralization identified in the reconnaissance mapping program related to historical underground workings. Results are pending.

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. An RC drilling campaign was designed to test high priority targets at El Golfo, located approximately 1 km to the south of Las Conchitas area. The Company added a second drill rig at El Golfo during Q3 2025 and completed 1,230 m of RC drilling and 4,687 m of diamond drilling during that period.

Potrerillos Concession

The Potrerillos Concession comprises 12 km2 of subsurface mineral rights and is contiguous to and along strike from the San Albino gold project. Detailed mapping and sampling are in progress on the Potrerillos Concession. The Potrerillos Concession is valid until December 2031 with the ability to renew for an additional 25 years.

8


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

During Q3 2025, the Company continued reconnaissance exploration and identified a number of prospects that require additional follow-up sampling and mapping and initiated a drilling campaign at Los Pinos prospect and completed 2,714 m of RC drilling. Results are pending.

La Segoviana Concession

The La Segoviana concession covers an area of 3,845.80 ha (approximately 39 km2) and is contiguous to the north and northwest of the Company's San Albino-Murra Concession. The La Segoviana Concession allows for both exploration and exploitation and is valid for a period of 25 years, until March 12, 2045.

During Q3 2025, the Company initiated a drilling campaign at two prospects, San Luis and Mina Americas, and completed 1,332 m and 1,191 m of RC Drilling, respectively. Results are pending. The Company continued reconnaissance exploration and continues to identify additional prospects that require additional follow-up sampling and mapping.

Tiburon Concession

On November 18, 2024, the Company was granted a new concession called Tiburon and initiated a prospecting and mapping program, which identified several areas with potential to discover additional gold bearing structures. Reconnaissance mapping and sampling has identified several new prospects with similar characteristics to San Albino and Las Conchitas. During Q3 2025, exploration work focused on the Las Flores area where several additional gold prospects were identified.

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 excavate 540 trenches, totaling 32,000 m and to complete 500,000 m of diamond drilling and 300,000 m of RC drilling for a total of 800,000 m.

For details on all previously reported drill results, please see the Company's filings on SEDAR+.

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 in central Guyana. 4,784 ha of the Eagle Mountain Property relate to the Eagle Mountain Prospecting License while 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% 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.

9


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

The 2025 work program includes 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 Environmental Impact Assessment ("EIA"), which the Company anticipates submitting to the Guyana Environmental Protection Agency ("EPA") in Q1 2026.

In March 2025, the Company advanced permitting efforts for the Eagle Mountain Project with the submission of a comprehensive Environmental Application and Project Summary documents to the Guyana EPA, marking a critical step in the regulatory approval process. Subsequently, in May 2025, Mako hosted EPA officials at the Eagle Mountain site. Following this visit, on July 13, 2025, the EPA announced the start of the public notice period. During this phase, the Guyana EPA and Environmental Resources Management Ltd. - Mako's lead consultant for the EIA process - together with Mako have commenced a series of stakeholder and community engagement meetings. This process will inform the impacts and mitigation measures of the EIA.

TREND ANALYSIS

Summary of Quarterly Results

    2025     2024     2023  
(in $000's excluding per share)   Jul - Sept     Apr - Jun     Jan - Mar     Oct - Dec     Jul - Sept     Apr - Jun     Jan-Mar     Oct - Dec  
Revenue   27,575     38,715     31,788     28,849     15,739     28,278     19,211     26,472  
Cost of sales   (18,103 )   (19,728 )   (15,005 )   (12,586 )   (11,242 )   (11,715 )   (10,148 )   (12,680 )
Gross profit   9,472     18,987     16,783     16,263     4,497     16,563     9,063     13,792  
E&E expenses   (2,787 )   (2,209 )   (1,530 )   (1,241 )   (1,148 )   (179 )   (696 )   (988 )
G&A expenses   (2,893 )   (2,603 )   (1,701 )   (2,096 )   (1,736 )   (3,023 )   (1,794 )   (1,573 )
Other income (expenses)   445     1,622     (1,078 )   (2,357 )   (641 )   (1,463 )   (664 )   (900 )
Income taxes   (3,041 )   (6,979 )   (3,050 )   (5,912 )   (595 )   (3,130 )   (560 )   (817 )
Net income (loss)   1,196     8,818     9,424     4,657     377     8,768     5,349     9,514  
Basic income (loss) per share   0.01     0.11     0.12     0.06     -     0.13     0.08     0.14  
Diluted income (loss) per share   0.01     0.11     0.12     0.06     -     0.13     0.08     0.14  
The sum of the quarters may not equal the annual results due to rounding.                                                
Consolidated gold ounces produced   7,822     10,370     9,830     11,070     6,327     12,206     9,875     11,566  
Consolidated gold ounces sold   7,830     11,476     10,817     10,888     6,532     12,313     9,267     13,481  
Average realized gold price ($/oz)   3,454     3,323     2,915     2,650     2,409     2,296     2,073     1,963  

For the three months ended September 30, 2025:

Revenue: During Q3 2025, the increase in revenue compared to Q3 2024 is attributed to higher average realized gold prices for gold sales ($3,454/oz vs $2,409/oz) and higher gold ounces sold (7,830 oz vs 6,532 oz), as actual quarter incorporates gold sales from Moss mine meanwhile revenue of the compared quarter was only considering gold sales from San Albino Mine.

Cost of sales: Cost of sales is comprised of production cost and depreciation, depletion and amortization of the mine assets and the plant mainly from the San Albino Mine. During Q3 2025, higher volume mined at San Albino mine, derived from higher stripping ratios at Las Conchitas deposit and longer hauling distances for waste and mineralized material, compared to Q3 2024, plus a reduction of stripping cost capitalized as pre-stripping activities in Q3 2025 compared to Q3 2024, contributed to the higher mining costs compared to Q3 2024. Also, resuming mining activities at Moss mine in Q3 2025 is an additional factor for having higher cost of sales in the actual quarter compared to Q3 2024. In addition, cost of sales in Q3 2025 were affected by a higher cost associated to royalties of San Albino Mine derived from the increase in the realized gold prices compared to Q3 2024. Finally, costs associated to Las Conchitas deposit development that have been capitalized in 2024, have started to be amortized in current year.

10


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Exploration and evaluation ("E&E") expenses: Included in Q3 2025, E&E expenses of $1.1 million related to the Eagle Mountain Project, acquired by the Company on July 3, 2024. In addition, during Q3 2025 the exploration expenditure incurred in El Jicaro concession increased by $0.5 million, compared to Q3 2024. Nicaragua has a new mining concession that was granted and an exploration permit was obtained, with an increase in work volume (RC drilling and diamond drilling) in Q3 2025 compared to Q3 2024.

Other income (expenses): During Q3 2025, the Company recorded a higher foreign exchange gain compared to Q3 2024, primarily driven by the repayment of intercompany balances and the depreciation of the Canadian dollar relative to the US dollar. Additionally, the full repayment of the Silver Loan with Sailfish during the previous quarter eliminated the impact of changes in the fair value of the derivatives liability in Q3 2025, compared to Q3 2024. In addition, higher interest income generated in Q3 2025, due to higher cash balances at bank compared to those the Company had in Q3 2024. Lastly, in Q3 2025 a gain of $0.1 million, derived from the exercise of Sailfish Silver Option, was recognized.

Income taxes: In Q3 2025, taxable income was higher as a result of increased revenues from higher average realized gold prices ($3,454/oz versus $2,409/oz) which led to increased taxes payable. An increase of $1.2 million in deferred income tax expense primarily relates to timing differences associated with capitalized development expenditures which are expensed for tax purposes, as well as the gold inventory held by the Company's Nicaraguan subsidiary.

Revenue                                

    Three months ended     Nine months ended  
    Sept 30,     Sept 30,           Sept 30,     Sept 30,        
    2025     2024     Change     2025     2024     Change  
Revenue $ 27,575   $ 15,739   $ 11,836   $ 98,078   $ 63,226   $ 34,852  
Gold sold (ozs.)   7,830     6,532     1,298     30,123     28,112     2,011  
Silver sold (ozs.)   13,308     -     13,308     40,036     -     40,036  
Average realized gold price ($ per oz.) $ 3,454   $ 2,409   $ 1,045   $ 3,208   $ 2,249   $ 959  
Average realized silver price ($ per oz.) $ 40   $ -   $ 40   $ 36   $ -   $ 36  

For the three months ended September 30, 2025:

For Q3 2025, the Company's revenue was derived from the San Albino Mine (6,918 oz of gold) and the Moss mine (912 oz of gold and 13,308 oz of silver).

The increase in revenue of $11.8 million (increase of 75%) for Q3 2025 compared to Q3 2024 is a result of higher average realized gold price of $3,454/oz (an increase of $1,045/oz or 43%), and an increase of 1,298 oz of gold sold and 13,308 oz of silver sold in Q3 2025 compared to Q3 2024.

The Company sells gold and silver at the spot price. The quarterly average spot gold and silver prices for Q3 2025 were $3,457/oz and $39.4/oz, respectively (Q3 2024: $2,474/oz and $29.4/oz), up 40% and 34% over Q3 2024, respectively, and closed on September 30, 2025, at $3,825/oz and $46.2/oz, respectively, up 45% and 49% from the closing price on September 30, 2024, respectively.

11


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

For the nine months ended September 30, 2025:

For YTD Q3 2025, the Company's revenue was derived from the San Albino Mine (26,903 oz of gold and 5,543 oz of silver) and the Moss mine (3,219 oz of gold and 34,493 oz of silver).

The increase in revenue of $34.9 million (increase of 55%) for YTD Q3 2025 compared to YTD Q3 2024 is a result of higher average realized gold price of $3,208/oz (an increase of $959/oz or 43%), and an increase of 2,011 oz of gold sold and 40,036 oz of silver sold in YTD Q3 2025 compared to YTD Q3 2024.

The Company sells gold and silver at the spot price. The average spot gold and silver prices for YTD Q3 2025 were $3,199/oz and $35/oz, respectively (YTD Q3 2024: $2,296/oz and $27.2/oz), up 39% and 29% over YTD Q3 2024, respectively.

Exploration and evaluation expenses

Expenses by property   Three months ended     Nine months ended  
(in $000s)   Sept 30, 2025     Sept 30, 2024     Change     Sept 30, 2025     Sept 30, 2024     Change  
El Jicaro $ 660   $ 138   $ 522   $ 1,262   $ 226   $ 1,036  
San Albino   302     194     108     878     447     431  
Las Conchitas   42     149     ( 107 )   171     610     ( 439 )
Eagle Mountain   1,131     614     517     3,303     614     2,689  
Moss Mine   117     -     117     165     -     165  
Other   535     53     482     747     126     621  
  $ 2,787   $ 1,148   $ 1,639   $ 6,526   $ 2,023   $ 4,503  

For the three and nine months ended September 30, 2025:

During Q3 2025 and YTD Q3 2025, expenses continued to be primarily associated with the Eagle Mountain Project.

General and administrative expenses

    Three months ended     Nine months ended  
(in $000s)   Sept 30, 2025     Sept 30, 2024     Change     Sept 30, 2025     Sept 30, 2024     Change  
Accounting and legal $ 542   $ 298   $ 244   $ 988   $ 753   $ 235  
Consulting fees   22     20     2     42     45     (3 )
Directors' fees   150     64     86     323     177     146  
Depreciation   32     29     3     103     93     10  
General office expenses   134     43     91     277     133     144  
Insurance   131     135     (4 )   374     361     13  
Investor relations and communications   62     64     (2 )   134     145     (11 )
Rent   11     2     9     30     5     25  
Salaries and benefits   1,143     772     371     3,443     3,682     (239 )
Stock-based compensation   560     225     335     1,138     801     337  
Telephone and IT services   37     53     (16 )   144     130     14  
Transfer agent fees and regulatory fees   18     (37 )   55     72     70     2  
Travel   51     68     (17 )   129     157     (28 )
  $ 2,893   $ 1,736   $ 1,157   $ 7,197   $ 6,552   $ 645  

For the three months ended September 30, 2025:

Accounting and legal fees: Increased due to timing of services received and additional tax advice was sought on corporate and transaction matters during Q3 2025.

12


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Directors' fees: Increase in Q3 2025 compared to Q3 2024, primarily related to compensation to the special committee of the Board for proposed acquisitions.

Salaries and benefits: Increase in Q3 2025 compared to Q3 2024, primarily due to an increase in staff.

Stock-based compensation: Increase in non-cash expense in Q3 2025 compared to Q3 2024 relates to the increase in the expenditure of the fair value of the Options, RSUs and DSUs granted in April 2025 and RSUs granted in July 2025.

For the nine months ended September 30, 2025:

Accounting and legal fees: Increased due to timing of services received and additional tax advice sought on corporate matters during YTD Q3 2025.

Directors' fees: Increase in YTD Q3 2025 compared to YTD Q3 2024, primarily related to compensation to the special committee of the Board for proposed acquisitions.

Salaries and benefits: Decreased in YTD Q3 2025 compared to YTD Q3 2024, primarily due to lower bonus payouts in the current period. YTD Q3 2024 included $0.2 million in severance to the former CFO. The decrease was partially offset by salary increases for senior executives in YTD Q3 2025 and increased staff levels.

Stock-based compensation: Increase in non-cash expense in YTD Q3 2025 compared to YTD Q3 2024 relates to the increase in the expenditure of the fair value of the Options, RSUs and DSUs granted in April 2025 and RSUs granted in July 2025.

Other income (expenses)

    Three months ended     Nine months ended  
 
(in $000s)		   Sept 30,
2025		     Sept 30,
2024		      
Change		     Sept 30,
2025		     Sept 30,
2024		     Change  
Accretion and interest expense $ (347 ) $ (229 ) $ (118 ) $ (1,050 ) $ (614 ) $ (436 )
Change in provision for reclamation and                                    
rehabilitation   -     18     (18 )   -     18     -18  
Change in fair value of derivative liability   -     (377 )   377     (261 )   (1,677 )   1,416  
Gain (loss) on gold stream derivative asset   180     (9 )   189     166     (259 )   425  
Gain on elimination of Contingent Consideration   -     -     -     1,000     -     1,000  
Loss on settlement of reclamation liability   -     -     -     -     (94 )   94  
Gain on exercise of Sailfish Silver Option   44     -     44     44     -     44  
Foreign exchange gain (loss)   367     (51 )   418     872     (187 )   1,059  
Interest income   201     8     193     218     45     173  
  $ 445   $ (640 ) $ 1,085   $ 989   $ (2,768 ) $ 3,757  

13


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

For the three and nine months ended September 30, 2025:

The Company's derivative liabilities include the Sailfish Loan and the Sailfish Silver Loan. The YTD Q3 2025 change in fair value of the derivative liability relates only to the Sailfish Silver Loan whereas in YTD Q3 2024 the change relates to the Sailfish Loan and the Sailfish Silver Loan. An increase in silver prices offset by the decrease in the remaining quantities left to deliver has resulted in a reduction of the loss derived from the decrease in the fair value calculation of the respective derivative liability.

Included in accretion and interest expense is the accretion on the Revised Wexford Loan and accretion on asset retirement obligations.

Foreign exchange gain (loss) arises from the translation of foreign-denominated transactions and balances into the relevant functional currencies of the Company and its subsidiaries. There are significant foreign-denominated intercompany balances held by certain subsidiaries of the Company. Fluctuations between the functional currency of the subsidiary and the currency of the intercompany balance result in significant non-cash, unrealized foreign exchange gains and losses. These unrealized gains and losses are recognized in the consolidated net income of the Company.

During Q3 2025, the Company recorded a higher foreign exchange gain compared to Q3 2024, primarily driven by the repayment of intercompany balances and the depreciation of the Canadian dollar relative to the US dollar.

Lastly, a $1.0 million gain was recognized in the statement of income and comprehensive income following the elimination of the Contingent Consideration. This gain reflects a reassessment of the expected cash flows related to a royalty agreement settlement stemming from the acquisition of the Moss mine following the acquisition of the Debt owed by Elevation to Maverix Metals Inc ("Maverix")on July 2, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Financial condition

As at (in $000s)   Sept 30,     Dec 31,        
  2025     2024     Change  
Cash and cash equivalents $ 27,719   $ 14,521   $ 13,198  
Working capital $ 36,208   $ 10,773   $ 25,435  

For the nine months ended September 30, 2025:

Cash and cash equivalents increased by $13.2 million during YTD Q3 2025. Funds generated from operating activities and form the exercise of options and warrants were utilized to make repayment installments of $1.3 million on the Sailfish Silver Loan; pay interest of $0.6 million on the Wexford Loan; purchase the Company's common shares under the NCIB at a cost of $1.4 million; pay the purchase price of the Moss mine at a cost of $6.5 million; purchase the Debt previously owed by Elevation to Maverix at a cost of $1.8 million and fund the investing and operating activities.

Working capital (defined as current assets less current liabilities) increased during YTD Q3 2025 by $25.4 million primarily due to the increase in current assets, specifically cash and the inventory acquired with the Moss mine and by a decrease in term loans and derivative liabilities, offset by an increase in accounts payables and accrued liabilities, during the same period.

14


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Cash flows

(in $000s)   Three months ended     Nine months ended  
    Sept 30, 2025     Sept 30, 2024     Change     Sept 30, 2025     Sept 30, 2024     Change  
Operating cash flows before changes in working capital $ 4,314   $ 2,840   $ 1,474   $ 29,431   $ 23,885   $ 5,546  
Changes in working capital   281     1,952     (1,671 )   93     (5,361 )   5,454  
Restricted cash - refunded   -     -     -     1,503     -     1,503  
Net cash flows provided by operating activitie   4,595     4,792     (197 )   31,027     18,524     12,503  
Net cash flows used in investing activities   (5,152 )   (4,283 )   (869 )   (16,946 )   (7,873 )   (9,073 )
Net cash flows used in financing activities   (255 )   (2,295 )   2,040     (847 )   (7,236 )   6,389  
Effect of foreign exchange on cash and cash equivalents   (63 )   99     (162 )   (36 )   115     (151 )
Change in cash and cash equivalents $ (875 ) $ (1,687 ) $ 812   $ 13,198   $ 3,530   $ 9,668  

For the three months ended September 30, 2025:

The Company generated positive cash flow from operations of $4.6 million during Q3 2025, a decrease of $0.2 million compared to Q3 2024.

The cash used in investing activities during Q3 2025 increased by $0.9 million compared to Q3 2024 and relates to the development activities at the San Albino Mine in Nicaragua including the expansion of the drill program to further evaluate and develop extensions of the high-grade mineralization trends beyond the limits of the Company's MRE, the purchase of equipment, and the $1.8 million paid to purchase the Debt previously owed by Elevation to Maverix.

The cash used in financing activities during Q3 2025 decreased by $2.0 million compared to Q3 2024, primarily due to a $1.6 million reduction in the purchase of the Company's common shares under the NCIB. Additionally, cash used in financing activities during Q3 2024 reflects the installment payments of $0.9 million on the Sailfish Silver Loan, interest payment of $0.3 million on the Wexford Loan, repayment of $1.5 million on the Wexford Bridge Loan, which was offset with the proceeds of $2 million received on the exercise of 1.4 million share purchase options.

For the nine months ended September 30, 2025:

The Company generated positive cash flow from operations of $31.0 million during YTD Q3 2025, an increase of $12.5 million compared to YTD Q3 2024. The increase in cash flows provided by operating activities is primarily attributable to an increase in revenue driven by higher gold selling prices and higher quantity of gold ounces sold during YTD Q3 2025, and increase in changes in working capital in YTD Q3 2025.

The cash used in investing activities during YTD Q3 2025 increased by $9.0 million compared to YTD Q3 2024 and relates to the Moss Transaction which was offset with the cash acquired on the acquisition of the Moss mine, the development activities at the San Albino Mine in Nicaragua including the expansion drill program for the assessment of future economic benefit derived from extensions of the high-grade mineralization trends beyond the limits of the Company's MRE, the purchase of equipment and the $1.8 million paid to purchase the Debt previously owed by Elevation to Maverix, which was offset with proceeds of $1.0 million on the exercise of the Sailfish Silver Option.

The cash used in financing activities during YTD Q3 2025 decreased by $6.4 million compared to YTD Q3 2024 primarily due to a $3.3 million reduction in the purchase of the Company's common shares under the NCIB. Additionally, cash used in financing activities during YTD Q3 2025 reflects the installment payments of $1.3 million on the Sailfish Silver Loan, interest payment of $0.6 million on the Wexford Loan which was offset with the proceeds of $2.5 million received on the exercise of 0.5 million share purchase options and 0.8 million share purchase warrants.

15


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Liquidity risk

The condensed interim 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 September 30, 2025. As at September 30, 2025, the Company had cash and cash equivalents of $27.7 million and working capital (defined as current assets less current liabilities) of $36.2 million.

For YTD Q3 2025, the Company generated cash inflows from operating activities of $31.0 million (YTD Q3 2024: $18.5 million) and generated a net income of $19.4 million (YTD Q3 2024: $14.5 million).

On October 28, 2025, the Company completed a brokered private placement issuing a total of 5.0 million common shares (the "Offered Shares") at a price of C$8.00 per share (the "Issue Price"), for gross proceeds of C$40.3 million (the "Brokered Offering").

The underwriters received a commission of C$2.4 million, equivalent to 6% of the gross proceeds of the Brokered Offering. Additional share issuance costs incurred totaled C$0.2 million.

The Company also completed a non-brokered private placement with funds managed by Wexford Capital LP, issuing 1.9millon common shares at the Issue Price per share, for gross proceeds of C$15 million.

The Revised Wexford Loan accrues interest at a rate of 10% per annum, compounded semi-annually. On January 2, 2025, and July 2, 2025, an interest payment of $0.3 million and $0.3 million was made on the Revised Wexford Loan, respectively. On October 28, 2025, the Company fully repaid the outstanding balance of the Revised Wexford Loan totaling $6.5 million. The repayment consisted of principal of $6.3 million and accrued interest of $0.2 million.

On April 28, 2025, the Company delivered the final installment of 13,500 ounces of silver on the Sailfish Silver Loan.

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.

OUTSTANDING SECURITIES

As of the date of this MD&A, the Company had 87,009,006 common shares issued and outstanding, plus 1,092,619 RSUs, 370,040 DSUs and 1,744,334 share purchase options outstanding.

TRANSACTIONS WITH RELATED PARTIES

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, and Directors. The compensation to key management was as follows:

16


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Key management compensation

    Three months ended     Nine months ended  
(in $000s)   Sept 30, 2025     Sept 30, 2024     Change     Sept 30, 2025     Sept 30, 2024     Change  
Director fees $ 150   $ 64   $ 86   $ 323   $ 177   $ 146  
Salaries, consulting and management fees   263     271     (8 )   1,097     1,583     (486 )
Share-based compensation   257     155     102     557     538     19  
Total $ 670   $ 490   $ 180   $ 1,977   $ 2,298   $ (321 )
                                     
As at                           Sept 30, 2025     Dec 31, 2024  
Amount included in accounts payable       $ 25   $ 303  

The increase in director fees in YTD Q3 2025 relates to the additional fees paid following the formation of an additional committee to oversee the Moss Transaction and the increase in the members of the Board of Directors from six to seven directors which occurred in Q3 2024 after the closing of the Goldsource transaction.

The increase in share-based compensation expenses during Q3 2025 relates to options, RSUs and DSU granted in April 2025 which was offset in the decrease in the expenditure of the RSUs granted in 2022 that had fully vested in December 2024.

The variance in share-based compensation expenses during YTD Q3 2025 relates to options, RSUs and DSU granted in April 2025 which was offset in the decrease in the expenditure of the RSUs granted in 2022 that had fully vested in December 2024.

Other related party transactions

(a) 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 three and nine months ended September 30, 2025, the Company expensed fees relating to consulting services of $23,872 and $0.1 million (2024: $502 and $2,005) and $35,346 and $84,027 (2024: $6,264 and $25,058) in general office expenses, respectively. Amounts payable to Tes-Oro as at September 30, 2025, were $26,479 (December 31, 2024: $9,397).

(b) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders, and two directors. In addition to the Sailfish Silver Loan Derivative and the Sailfish Silver Option, during the three and nine months ended September 30, 2025, the Company's subsidiary Nicoz had the following transactions with Sailfish:

Gold stream sales

i. Nicoz received advances of $nil (2024: $nil and $0.4 million) for the purchase of gold ounces, respectively.

ii. Nicoz sold 25 and 51 (2024: 215 and 671) ounces of gold to Sailfish for $21,320 and $40,722 (2024: $0.1 million and $0.4 million) of which $21,320 and $40,722 (2024: $0.2 million and $0.4 million) is recorded as production services revenue and $0.2 million and $0.2 million (2024: $nil million and $0.3 million) is included in the loss on gold stream derivative asset disclosed in the condensed interim consolidated statement of income and comprehensive income, respectively.

17


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

As at September 30, 2025, a balance of $21,320 was receivable from Sailfish and is included in receivables (December 31, 2024 - $69,698).

Royalty fee

Sailfish is entitled to a 2% NSR royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018.

During the three and nine months ended September 30, 2025, a royalty fee of $0.4 million and $1.6 million (2024: $0.3 million and $0.6 million) was payable to Sailfish and is included in production costs in the condensed interim consolidated statement of income and comprehensive income, respectively.

During the three and nine months ended September 30, 2025, Nicoz offset $6,587 and $89,100 (2024: $Nil) in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish, respectively.

As at September 30, 2025, a balance of $0.4 million (December 31, 2024: $0.4 million) was payable to Sailfish and is included in accounts payable and accrued liabilities.

(c) Wexford Capital LP. ("Wexford")

Wexford is the Company's significant shareholder. On March 27, 2025, the Company acquired the Moss mine from Wexford EGA, an entity owned by Wexford. Refer to MOSS MINE ACQUISITION for additional details.

PROPOSED TRANSACTIONS

Mt. Hamilton Gold-Silver Project

On September 30, 2025, the Company entered into a binding term sheet with Sailfish to acquire the Mt. Hamilton Project located in White Pine County, Nevada, USA, through the acquisition of 100% of MH LLC, the owner of the Mt. Hamilton Project, through a series of transactions. Sailfish will acquire MH LLC from Mt. Hamilton Holdings LLC and subsequently transfer the interests to Mako in consideration for a corporate gold stream, to be secured (the "Stream") and a 2% NSR royalty on the Mt. Hamilton Project from Mako which is in addition to any existing royalties.

Under the terms of the Stream, Sailfish will purchase from Mako approximately 342 ounces of gold per month at a price of 20% of the London Bullion Market Association PM Fix price for a period of 60 months (the "Stream Period") commencing immediately following the closing of Mako's acquisition transaction.

Although production supporting delivery of gold during the majority of the Stream Period is expected to be from the Mt. Hamilton Project, Mako will have the right to source monthly mineral deliveries from its other projects as well as by way of the purchase of silver and/or gold credits or the delivery of gold equivalent oz. The number of oz of gold to be purchased by Sailfish will be subject to adjustment pursuant to a put/call structure whereby the monthly stream amount will be adjusted, if necessary, to ensure that the stream amount consists of such number of oz of gold of no less than the net equivalent margin of $0.7 million, which is equivalent to $2,700 per gold oz and no more than the net equivalent margin of $1.0 million, which is equivalent to US$3,700 per gold oz. Upon completion of the Stream Period, Mako will grant Sailfish the NSR royalty on all mineral production with respect to the Mt. Hamilton Project.

The purchase agreement between Mako and Sailfish is subject to special committee, board, shareholder (disinterested), and TSX-V approvals. If these are not obtained and the agreement is terminated, Wexford (or its nominee) will acquire MH LLC and the Mt. Hamilton Project, excluding any immaterial costs or liabilities incurred by Mako post-acquisition.. In such case, the Stream and Royalty Agreement will be rescinded without taking effect, and Mako will have no ongoing liabilities to Sailfish.

18


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

MOSS MINE ACQUISITION

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EGA, an entity owned by the Company's controlling shareholder. EGA, is a private corporation incorporated in Delaware and owns 100% of the common shares of GVC, which owns the Moss gold mine located in Arizona (the "Moss Transaction"). In doing so, the Company acquired 100% of the Moss mine, located in Arizona.

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

The Company's purchase price for the EGA acquisition was $6.5 million, fully paid in cash, incurred acquisition-related costs of $0.4 million, relating to external legal and advisory fees, which were capitalized and included as a cost of acquiring the net assets and additional $1.5 million cash payment, contingent upon certain ongoing court disputes with respect to NSR royalty at the Moss mine ("Contingent Consideration") (refer to Contingent Consideration - Royalty agreement settlements below).

The total purchase price of $7.8 million, including an estimate of the fair value of the Contingent Consideration is composed as follows:

    $  
Cash paid   6,489  
Moss Transaction costs   356  
Fair value of Contingent Consideration (Royalty Agreements settlement) - refer to (b) below   1,000  
    7,845  

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Relative fair value of net assets acquired and (liabilities) assumed   As at March 27, 2025
$		  
Cash   346  
Prepaid expenses and deposits   401  
Inventory   13,139  
Restricted cash - refer to (a) below   3,259  
Building and equipment   603  
Mining interest   5,424  
    23,172  
Less:      
Accounts payable and accrued liabilities   ( 1,067 )
Provision for reclamation and rehabilitation   (14,260 )
    7,845  

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest and working capital. The provision for reclamation and rehabilitation was initially measured in accordance with IAS 37. The value of the building, equipment and the mine mining interest was determined based on a discounted cash flow model using a two-year life of mine.

19

Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

(a) Restricted cash

The Company maintains a restricted cash balances related to collateral security for reclamation bonds. These reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss mine.

As of March 27, 2025, the total Restricted cash held for reclamation bond purposes amounted to $3.3 million.

On June 20, 2025, Restricted cash of $1.5 million held for reclamation bond purposes was released to the Company.

As of September 30, 2025, the total restricted cash held for reclamation bond purposes amounts to $1.8 million, which is classified as non-current on the balance sheet based on the anticipated timing of the bond release conditions.

These funds are held in designated accounts and cannot be used for general corporate purposes unless released by the relevant issuer of the reclamation bond upon fulfillment of specific requirements. The Company continues to monitor and assess its reclamation obligations to ensure compliance with applicable environmental regulations and financial assurance requirements.

(b) Contingent Consideration - Royalty agreement settlements

At the time of acquisition, the 1% NSR royalty at the Moss mine held by affiliates of Sandstorm and the 3% NSR royalty at the Moss mine held by 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 ("Royalty Agreements").

In the event that Elevation was successful in invalidating the Royalty Agreement or if an agreement was to be reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company is to pay Elevation $1.5 million. On October 22, 2025, Elevation was unsuccessful in invalidating Patriot's royalty agreement when the US Court ruled in favour of Patriot, thereby removing the Company's obligation to pay the $1.0 million contingent consideration to Elevation. The ruling for the Sandstorm royalty agreement is still pending.

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process on the date of acquisition, involving the Royalty Holders, which were before the United States Bankruptcy Court for the District of Arizona.

The fair value of the Contingent Consideration was determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement. The fair value of the Contingent Consideration was estimated to be $1.0 million at the acquisition date.

The Company reassessed the likelihood of the cash flow for the Contingent Consideration and determined that it was remote following the acquisition of the Debt owed by Elevation to Maverix. on July 2, 2025.

A gain of $1.0 million on the elimination of Contingent Consideration was recognized in the condensed interim consolidated statement of income and comprehensive income for the nine months ended September 30, 2025.

20


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

ACCOUNTING CHANGES AND CRITICAL ESTIMATES

Estimates and judgments

The preparation of financial statements in accordance with IFRS 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 judgements 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;

● Stockpiled ore, ore in-circuit and heap leach ore net realizable value;

● Exploration versus Development Expenditures

● Judgment and estimates as to the fair value of the assets acquired on the Moss Transaction;

● Judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates;

● Judgement in determining whether an acquisition meets the definition of a business or whether it is a purchase of assets

● Estimation of the fair value of the Sailfish Silver Loan;

● Estimation of the effective interest rate for the Revised Wexford Loan;

● Judgement in determining that the Sailfish Silver Loan is a derivative;

● Judgement in determining whether non-current assets are impaired; and

● Estimation of the reclamation and remediation provision.

Refer to Note 6 of the Company's audited consolidated financial statements for the year ended December 31, 2024, and to Note 5 in the condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, for a detailed discussion of these accounting estimates and judgments.

CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements and the respective accompanying Management's Discussion and Analysis.

DISCLOSURE CONTROLS

Disclosure controls and procedures ("DC&P") are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ("ICFR") are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

21


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

TSX-V listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in NI 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) 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 (b) 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 IFRS Accounting Standards.

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.

NON-IFRS MEASURES

The Company has included non-IFRS measures in this MD&A such as adjusted EBITDA, cash cost per ounce sold, AISC per ounce sold and working capital. 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. These measures do not have any standardized meaning prescribed under the IFRS Accounting Standards and therefore may not be comparable to other issuers. In the gold mining industry, cash cost per ounce sold and AISC per ounce sold are common performance measures but do not have any standardized meaning. 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. Accordingly, it is 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.

"Adjusted EBITDA" represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization ("EBITDA"), adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation.

"Cash costs per ounce sold" is production costs, which includes mining, milling and mine site administration costs, divided by the ounces of gold sold.

"AISC per ounce sold" includes cash costs (as defined above) less revenues from silver sales and adds the sum of G&A, sustaining capital and capitalized development expenditures, 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 exploration and evaluation expenses 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.

"Working capital" is current assets less current liabilities.

22


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

The following table provides a reconciliation of production costs to AISC:

(in $000's)   Three months ended     Nine months ended  
  Sept 30, 2025     Sept 30, 2024     Sept 30, 2025     Sept 30, 2024  
Production costs (IFRS) (Cash Costs) $ 16,563   $ 9,571   $ 47,282   $ 27,283  
Silver sales   (528 )   -     (1,138 )   -  
Supporting general and administrative expenses   698     498     1,845     1,753  
General and administrative expenses   1,580     797     3,727     2,666  
Sustaining capital expenditures   439     716     1,211     2,519  
Accretion of the asset retirement costs (ARO) (Non-
cash)		   (28 )   21     46     85  
Capitalized development expenditures   -     -     -     475  
Deferred stripping expenses $ 1,326     3,963   $ 1,859     3,963  
Total AISC ($) $ 20,050   $ 15,566   $ 54,832   $ 38,744  
Gold ounces sold   7,830     6,532     30,123     28,112  
Cash cost per gold ounce sold $ 2,115   $ 1,465   $ 1,570   $ 971  
AISC per gold ounce sold $ 2,561   $ 2,383   $ 1,820   $ 1,378  

Earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion, and amortization ("EBITDA") calculations:     

(in 000's)   Three months ended     Nine months ended  
   Sept 30, 2025     Sept 30, 2024     Sept 30, 2025     Sept 30, 2024  
Net income after taxes $ 1,196   $ 378   $ 19,438   $ 14,494  
Income tax expense   3,041     595     13,070     4,285  
Finance cost, net of finance income   146     229     832     614  
Depreciation and amortization   1,573     1,700     5,657     5,914  
EBITDA (1) $ 5,956   $ 2,902   $ 38,997   $ 25,307  
Share-based compensation expense   560     225     1,138     801  
Exploration activities   2,787     1,148     6,526     2,023  
Change in provision for reclamation and rehabilitation   -     (18 )   -     (18 )
ADJUSTED EBITDA (1)     $9,303   $ 4,257   $ 46,661   $ 28,113  

(1)  Refer to "Non-IFRS Measures".

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; Arizona, United States; and Guyana, 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.

23


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

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:

The Company continuously monitors and mitigates these risks through operational improvements and compliance initiatives.

● 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 conduct its business.

● Although the Company has taken steps to verify title to its exploration and evaluation assets, there is no guarantee that the exploration and evaluation 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 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.

24


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

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. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described above and the other information filed with the Canadian securities regulators 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.

FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking information" (also referred to as "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. All statements, other than statements of historical fact, are forward-looking statements.

In this MD&A, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: regulatory and permitting considerations, financing of the Company's acquisitions and other activities, exploration, development and operation of mining properties 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.

Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below and including those referenced in the "Risks and Uncertainties" section of this MD&A, and, as a result they may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

25


Management's Discussion and Analysis
For the three and nine months ended September 30, 2025

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

• financing, capitalization and liquidity risks;

• mineral exploitation and exploration program cost estimates;

• 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;

• other factors referenced under "Risks and Uncertainties"; and

• other risks normally incident to the acquisition, exploration, development and operation of mining properties.

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company's affairs since the date of this report that would warrant any modification of any forward-looking statements made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company's website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to the Company's disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online at www.sedarplus.ca.

TECHNICAL INFORMATION

John Rust, Chief Metallurgist, and Eric Fier, CPG, P.Eng, Chairman of Mako, are the Qualified Persons under NI43-101 for Mako and have reviewed and approved the technical data of this document.

26

November 20th, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Reports Q3 2025 Financial Results, Current Cash Balance of Approximately US$ 66.0 Million, Debt Free and On Track For a Record Q4 2025

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide financial results for the three and nine months ended September 30, 2025 ("Q3 2025"). All dollar amounts referred to herein are expressed in United States dollars unless otherwise stated.

The Company's financial results for Q3 2025 reflect revenues of $27.6 million (vs. $15.7 million in Q3 2024) from the San Albino and Moss mines, which generated $8.9 million in Mine Operating Cash Flow (1) (4), $9.3 million in Adjusted EBITDA(1), and $1.2 million in Net Income. The Company sold 7,830 oz of gold at an average price of $3,454/oz (3) with Cash Cost of $2,115/oz, and All-In Sustaining Cost ("AISC") of $2,561/oz (1) (2), which includes the initial ramp up of the Moss Mine.

The third quarter mine plan at San Albino was scheduled to be relatively low grade, with high grade production recommencing towards the end of October, which is expected to persist for the foreseeable future.

At the Moss mine, third quarter sales of 912 oz were almost exclusively from residual leaching activities. Cash Costs and AISC were elevated, as operating costs were allocated to a relatively low number of ounces sold. Mining recommenced in August 2025, after a 12-month hiatus, initially with a single shift with a second shift added in mid-October. Consistent with the start of mining and stacking of mineralization to heap leaching, gold production is beginning to ramp up, with steady state production anticipated towards the latter half of Q1 2026.

Since the Company anticipates substantially higher gold production for both the San Albino and Moss mines in Q4 2025, we expect record financial results for the quarter.

The Company's current cash position is approximately $66.0 million and is debt free. This includes approximately $37.0 million net of commissions and costs from the closing of an equity financing and the repayment of the remaining $6.5 million of debt.

Q3 2025 Mako Mining Highlights

Financial

1

Growth

Subsequent to September 30th, 2025

Akiba Leisman, Chief Executive Officer, states that "Q3 was scheduled to be the lowest production quarter of the year, as we mined through relatively low-grade material at San Albino and Moss production was almost exclusively from residual leach operations. Consolidated Cash Costs and AISC were elevated as production costs were allocated to a lower number of gold ounces sold. Importantly, despite only recovering gold from the residual leach operations at Moss since the beginning of the year, other than a recoverable $1.4 million advance payment to our contractor, restart activities have been exclusively funded with cash flow generated from these residual leach gold sales. In late October, high grade production at San Albino has recommenced, and mining and stacking rates at Moss approached design levels, with steady-state production expected in late Q1 2026. Therefore, financial results for Q4 2025 are projected to be a record for the Company. Finally, the initial closing of the Mt. Hamilton acquisition is expected early next week. With US$66 million in cash, no debt, and cash flow coming from two operating assets, we expect to have enough cash resources to fully construct Mt. Hamilton in 2026, and assuming current gold prices, all three operating assets are expected to generate enough cash flow to fund the construction of Eagle Mountain in Guyana in 2027."

2

Table 1 - Revenue Mako Mining Corp.

 

Table 2 - Detailed Operating Results Mako Mining Corp.

3

Table 3 - EBITDA Reconciliation Mako Mining Corp.

Chart 1

Q3 2025 - Mine OCF Calculation and Cash Reconciliation (in $ million)

4

Twelve Trailing Months (TTM) - Mine OCF Calculation and Cash Reconciliation (in $ million)

 

5

End Notes

1) Refers to a Non-GAAP financial measure within the meaning of National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosure ("NI 52-112"). Refer to information under the heading "Non-GAAP Measures" as well as the reconciliations later in this press release.

2) Refers to a Non-GAAP ratio within the meaning of NI-52-112. Refer to information under the heading "Non-GAAP Measures" later in this press release.

3) Realized price after deductions from Sailfish gold streaming agreement.

4) Refer to "Chart 1 & 2 - Mine OCF Calculation and Cash Reconciliation (in $ millions)" for a reconciliation of the beginning and ending cash position of the Company, including OCF.

5) Includes Repayment Silver Loan, Wexford Loan,, ther lease payments and a release of US$1.5 million from Trisura Guarantee insurance Company held as collateral for various environmental bonds held at the Moss Mine

For complete details, please refer to unaudited condensed interim consolidated financial statements and the associated management's discussion and analysis for the three and nine months ended September 30, 2025, available on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.makominingcorp.com).

Non-GAAP Measures

The Company has included certain non-GAAP financial measures and non-GAAP ratios in this press release such as EBITDA, Adjusted EBITDA, Mine Operating Cash Flow cash cost per ounce sold, total cash cost per ounce sold, AISC per ounce sold. These non-GAAP 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. In the gold mining industry, these are commonly used performance measures and ratios, but do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to other issuers. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's underlying performance of its core operations and its ability to generate cash flow.

6

"EBITDA" represents earnings before interest (including non-cash accretion of financial obligation 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.

"Cash costs per ounce sold" is calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration cost.

"AISC per ounce sold" includes total cash costs (as defined above) and adds the sum of General and Administrative expenses, sustaining capital and certain 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 ounces sold.  As this measure seeks to reflect the full cost of metal 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.

"Mine OCF" represents operating cash flow, excluding Nicaraguan taxes and royalties, changes in non-cash working capital and exploration expense

"ROE" is calculated by dividing the twelve trailing months Net Income by the average shareholder's equity. The average shareholder's equity is calculated by adding the total equity at the end of the period to the total equity at the beginning of the period and dividing by two.

"ROA" is calculated by dividing the twelve trailing months Net Income by the average total assets. The average total assets is calculated by adding the total assets at the end of the period to the total assets at the beginning of the period and dividing by two.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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. In addition, Mako also owns the Moss Mine in Arizona, an open pit gold mine in northwestern Arizona currently undergoing restart and ramp-up activities. Mako also holds a 100% interest in the Eagle Mountain Project in Guyana, South America, currently in the PEA-stage and undergoing engineering, environmental studies and mine permitting.

7

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

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, management's expectation that the Moss mine will be a substantial cash flowing mine when full scale mining operations begin in Q1 2026 and the expectation that 2026 will show the results from the work performed by the Company in 2025 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new record production numbers; unanticipated costs; the October 24, 2022 measures having impacts on business operations not currently expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 regarding the Company's Q3 2025 and full year 2025 financial results and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

8

Suite 700 - 838 West Hastings St.
Vancouver, BC - V6C 0A6
IR: (647) 203-8793

www.makominingcorp.com
TSX-V: MKO | OTCQX: MAKOF

November 26, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Enters Into a Definitive Purchase and Sale Agreement to Acquire the Mt. Hamilton Gold-Silver Project in Nevada from Sailfish Royalty

Mako Mining Corp. ("Mako" or the "Company") (TSXV: MKO; OTCQX: MAKOF) is pleased to announce that, further to its press release dated September 30, 2025, it has entered into a definitive purchase and sale agreement (the "Purchase Agreement") with Sailfish Royalty Corp. ("Sailfish") providing for the acquisition (the "Acquisition"), through Mako US Corp., of the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") located in White Pine County, Nevada, USA, through the acquisition of 100% of Mt. Hamilton LLC ("MH LLC"), the direct owner of the Mt. Hamilton Project. In connection with the Acquisition, Mako has also entered into definitive agreements to grant to Sailfish a five-year gold stream (the "Gold Stream") and a subsequent 2% net smelter return royalty (the "NSR Royalty") on the Mt. Hamilton Project, which will take effect upon completion of the Acquisition. For further details regarding the proposed Acquisition, please refer to the Company's press release dated September 30, 2025. A copy of the Purchase Agreement will also be made available under the Company's SEDAR+ profile at www.sedarplus.ca.

Pursuant to the terms of the Purchase Agreement, Mako US has appointed and directed Sailfish, as its nominee, agent and bare trustee, to use the aggregate US$40 million purchase price paid by Sailfish for the Gold Stream and the NSR Royalty to fund the purchase price for the Acquisition. As of the date hereof, Sailfish has transferred to Mako US 100% of the beneficial ownership of the membership interests in MH LLC and the exercise of operational control over the Mt. Hamilton Project, including responsibility for all obligations, liabilities, costs and expenses associated therewith, but will continue to hold registered legal title to such membership interests until closing of the Acquisition. From the date of the Purchase Agreement until closing of the Acquisition, Sailfish will act as nominee, agent and bare trustee for and on behalf of Mako US and will take all such action as directed by Mako US in respect of the registered legal ownership of the membership interest in MH LLC.

Closing of the Acquisition is subject to certain closing conditions including acceptance of the TSX Venture Exchange (the "TSXV"), and the approval of the Company's shareholders and the approval of Sailfish's shareholders.

Gold Stream and NSR Royalty

- 2 -

Upon closing of the Acquisition and the transfer of the registered legal ownership of MH LLC from Sailfish to Mako US, Mako will commence gold deliveries to Sailfish under the terms of the definitive gold purchase agreement entered into governing the Gold Stream, consisting of: (i) a monthly delivery of gold for a period of 60 months, whereby Sailfish will purchase approximately 341.7 troy ounces of gold at a price equal to 20% of the London Bullion Market Association PM Fix price, but in any event not less than US$2,700 per ounce of gold and not more than US$3,700 per ounce of gold. Following completion of the 60 month Gold Stream, Sailfish will be entitled to the 2% NSR royalty on all mineral production with respect to the Mt. Hamilton Project for the life of the mine, pursuant to the terms of the definitive royalty agreement entered into governing the NSR Royalty. The Gold Stream will be secured against all present and after-acquired property of Mako and guaranteed by Mt. Hamilton LLC.

In the event Mako or Sailfish are unable to obtain the required shareholder and regulatory approvals in connection with completing the Acquisition, Mako and Mako US, as applicable, have agreed under the terms of the Purchase Agreement to repay the purchase amounts for the Gold Stream and NSR Royalty to Sailfish and terminate all definitive agreements related to the Acquisition, the Gold Stream and the NSR Royalty, and irrevocably direct Sailfish to transfer all beneficial and registered legal ownership of the membership interests in MH LLC and operational control of the Mt. Hamilton Project to Wexford Capital LP ("Wexford"), or a subsidiary thereof, who will elect to receive such transfer for a purchase price of US$40 million plus an amount equal to the then outstanding interest charges owing by Sailfish to Wexford under its credit facility with Wexford.

Technical Report Filed for Mt. Hamilton Open Pit Heap Leach Gold-Silver Project

A mineral resource estimate technical report for the Mt. Hamilton project (the "Mt. Hamilton Technical Report"), prepared by Advantage Geoservices Ltd., APEX Geoscience Ltd. and DRA Americas Inc., has been filed under the Company's SEDAR+ profile at www.sedarplus.ca, and is available on the Company's website at www.makominingcorp.com.

Related Party Transaction

As both Mako and Sailfish are controlled by Wexford, 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 (inclusive of the conditional Fallback Sale as described in further detail in the Purchase Agreement, should such sale become necessary) constitutes 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 is 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.

Special Committee

- 3 -

As a result of the Acquisition constituting a related party transaction, and certain conflicts of interest as a result of cross-directorships held by each of Akiba Leisman, Chief Executive Officer of Mako and Asheef Lalani, director of Mako and Paul Jacobi, director of Mako, being a managing director of Wexford, the board of directors of Mako (the "Board") appointed a special committee (the "Special Committee") consisting of John Hick (Chair), Mario Caron, Laurie Gaborit and Eric Fier to assist in the independent evaluation and supervision of the transaction and to consider and make its recommendations to the Board. Following receipt of legal and financial advice, including receipt of a formal fairness opinion from Stifel Nicolaus Canada Inc. ("Stifel Canada"), and after taking into account the alternatives available to the Company, the Special Committee unanimously recommended that independent members of the Board approve the entering into of the Purchase Agreement and the definitive agreements to grant the Gold Stream and the NSR Royalty. Following the report of the Special Committee, the independent members of the Board (with Messrs. Leisman, Lalani and Jacobi each declaring his interest and abstaining from deliberations and voting) determined to approve the entering into of the definitive agreements, which was determined to be in the best interests of the Company and the consideration payable under the Acquisition was determined to be fair, from a financial point of view, to the Company.

Special Meeting of Shareholders

Under the Policies of the TSXV, Mako has determined to seek disinterested shareholder approval for the completion of the Acquisition, as a related party transaction, at a special meeting of shareholders, which is expected to be held by February, 2026.

Additional details regarding the terms and conditions of the Acquisition as well as the rationale for the approvals made by the Special Committee and the Board will be set out in the information circular which will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

Advisors and Counsel

Stifel Canada is acting as financial advisor to the special committee of Mako, and Cassels Brock & Blackwell LLP is acting as Canadian legal counsel and Spencer Fane LLP is acting as United States legal counsel.

About Mako

Mako Mining Corp. is a publicly listed gold mining, development and exploration company. The Company operates the high-grade San Albino gold mine in Nueva Segovia, Nicaragua, which ranks as one of the highest-grade open pit gold mines globally and offers district-scale exploration potential. Mako also owns 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.

- 4 -

For further information about Mako, please contact Akiba Leisman, Chief Executive Officer, at (917) 558-5289 or aleisman@makominingcorp.com, 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 intention to obtain shareholder approval for the Acquisition at a special meeting of shareholders expected to be held by February 2026; Mako's expectation of receipt of approval by the TSXV of the completion of the Acquisition; Mako's expectations regarding closing the Acquisition, and commencing the gold deliveries under the Gold Stream, following which period the NSR Royalty will commence; the potential fallback sale of beneficial and legal registered ownership and control of MH LLC and the Mt. Hamilton Project to Wexford in the event the requisite shareholder and/or regulatory approval, including acceptance of the TSXV, is not obtained by Mako and/or Sailfish;; and the expected fulfilment of all conditions to completing the Acquisition being met. 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 risks include either the Company or Sailfish not obtaining the requisite shareholder and regulatory approval required to complete the Acquisition, in a timely manner or at all, and Mako remaining responsible for the interim period costs, expenses and liabilities in connection with the Mt. Hamilton Project; changes in market conditions and the execution of Mako's business strategies; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca. 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.

December 3rd, 2025

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Normal Course Issuer Bid Accepted By TSX Venture Exchange

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") announces that the TSX Venture Exchange (the "TSXV") has accepted its normal course issuer bid (the "NCIB") to purchase up to an aggregate of 4,350,450 common shares ("Common Shares") of the Company, representing 5% of the 87,009,006 Common Shares issued and outstanding on the date hereof.

Purchases under the NCIB may commence on December 8th, 2025, and will end no later than December 7th, 2026. The Common Shares will be purchased for cancellation through the facilities of the TSXV in accordance with its policies and at market price. Mako has retained Stifel Nicolaus Canada Inc. to make purchases on its behalf under the NCIB.

The Board of Directors and senior management of the Company believe that its Common Shares have been trading in a price range that does not adequately reflect their value in relation to the Company's business and future business prospects. The repurchase of the Company's Common Shares is, therefore, believed to be a prudent use of funds and in the best interests of Mako and its shareholders.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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

Forward-Looking Information: Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, that the repurchase of Common Shares is a prudent use of funds and in the best interests of Mako and its shareholders and that the Company will repurchase Common Shares under the NCIB. 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, changes in the plans to allocate funds to repurchase Common Shares under the NCIB, based on it share price or other factors, and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

 

 

PURCHASE AND SALE AGREEMENT

 

MAKO US CORP.

-AND -

MAKO MINING CORP.

- AND -

SAILFISH ROYALTY CORP.

 

November 26, 2025

 

 

 


TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION 2
   
1.1 Defined Terms 2
1.2 Rules of Construction 10
1.3 Knowledge 11
1.4 Statutes 11
1.5 No Presumption 11
   
ARTICLE 2 PURCHASE AND SALE 11
   
2.1 Purchase and Sale of Gold Stream, NSR Royalty and Company Interests 12
2.2 Agent, Nominee and Bare Trustee 12
2.3 Withholding Taxes 13
   
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SAILFISH 13
   
3.1 Organization and Qualification of the Company 13
3.2 Organization and Qualification of Sailfish 13
3.3 Sailfish’s Ownership of Company Interests 13
3.4 Absence of Conflicts of Sailfish 13
3.5 Execution and Binding Obligation 14
3.6 Regulatory Approvals 14
3.7 Required Authorizations 14
3.8 Capitalization 14
3.9 Subsidiaries 15
3.10 Anti-Corruption and Anti-Money Laundering 15
3.11 Litigation 15
3.12 Insolvency 16
3.13 Brokers 16
3.14 Competition Act 16
3.15 Material Facts 16
3.16 Required Consents 16
3.17 Seller Credit Agreement and Financing Documents 16
   
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MAKO US AND MAKO 17
   
4.1 Organization and Qualification of Mako 17
4.2 Organization and Qualification of Mako US 17
4.3 No Conflicts 17
4.4 Required Consents 17
4.5 Required Authorizations 18
4.6 Execution and Binding Obligation 18
4.7 Litigation 18
4.8 Insolvency 18
4.9 Brokers 19
   
ARTICLE 5 CLOSING AND DELIVERIES 19
   
5.1 First Closing Date 19
5.2 First Closing Date Deliveries of Sailfish 19

- i -


5.3 First Closing Date Deliveries of Mako 19
5.4 Second Closing Date 19
5.5 Second Closing Date Deliveries of Sailfish 20
5.6 Second Closing Date Deliveries of Mako US and Mako 21
5.7 Mutual Conditions of Second Closing 21
5.8 Conditions of Second Closing in Favour of Mako US and/or Mako 22
5.9 Conditions of Second Closing in Favour of Sailfish 22
5.10 Actions to Satisfy Second Closing Conditions 23
5.11 TSXV Approvals 23
5.12 Shareholder Approvals 24
5.13 Seller Credit Agreement 24
   
ARTICLE 6 COVENANTS 24
   
6.1 Access 24
6.2 Prohibited Actions Prior to the Second Closing 24
6.3 Notice of Certain Events 25
6.4 Public Announcements and Confidentiality 26
6.5 Exclusivity 27
6.6 Tax Matters 27
6.7 Specific Performance 29
6.8 Reclamation Bonds 29
   
ARTICLE 7 TERMINATION 29
   
7.1 Termination Rights 29
7.2 Termination Procedure 30
   
ARTICLE 8 SURVIVAL AND INDEMNIFICATION 32
   
8.1 Survival of Representations, Warranties and Covenants of Sailfish 32
8.2 Survival of Representations, Warranties and Covenants of Mako US and Mako 32
8.3 Indemnification by Seller 32
8.4 Indemnification by Mako US and/or Mako 33
8.5 Limitations on Indemnification 33
8.6 Notice of Claim 34
8.7 Direct Claims 34
8.8 Third Party Claims 35
8.9 Materiality 36
8.10 Right to Recovery and Offset 36
8.11 Duty to Mitigate 37
8.12 Adjustment to Purchase Price 37
8.13 Exclusivity 37
   
ARTICLE 9 MISCELLANEOUS 37
   
9.1 Notices 37
9.2 Further Assurances 38
9.3 Time of the Essence 38
9.4 Expenses 38
9.5 Amendments 38

- ii -


9.6 Waiver 38
9.7 Entire Agreement 39
9.8 Assignment 39
9.9 Successors and Assigns 39
9.10 Severability 39
9.11 Governing Law 40
9.12 Counterparts 40

- iii -

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made the 26th day of November, 2025 (the "Effective Date"),

BY AND BETWEEN:

MAKO US CORP.,

a corporation existing under the laws of the State of Arizona

("Mako US")

- and -

MAKO MINING CORP.,

a corporation existing under the laws of the Province of British Columbia

("Mako")

- and -

SAILFISH ROYALTY CORP.,

a corporation existing under the laws of the British Virgin Islands

("Sailfish")

RECITALS:

A. Sailfish is party to a membership interest purchase agreement with Mt. Hamilton Holdings LLC dated September 26, 2025 (the "Acquisition Agreement") pursuant to which Sailfish has agreed to purchase the Company Interests (as defined below) from Mt. Hamilton Holdings LLC for $40,000,000 (the "Acquisition Purchase Price");

B. Pursuant to a credit agreement dated November 26, 2025, Wexford Capital LP ("Wexford") and/or its subsidiaries, has agreed to provide a $40,000,000 non-revolving credit facility to Sailfish pursuant to the Wexford Credit Agreement (as defined below), which Sailfish will use to fund the Stream Purchase Amount and the value of the Royalty Purchase Amount (as defined below);

C. Sailfish has agreed to pay to Mako $33,000,000 (the "Stream Purchase Amount") for the Gold Stream (as defined herein) and $7,000,000 (the "Royalty Purchase Amount" and, together with the Stream Purchase Amount, the "Stream and Royalty Purchase Amount") for the NSR Royalty (as defined herein);

D. Pursuant to the Capital Contribution, the Stream and Royalty Purchase Amount has been duly capitalized as a capital contribution from Mako to Mako US, and Mako US has agreed to assume the NSR Royalty liability from Mako, and such Stream and Royalty Purchase Amount shall not be treated as indebtedness due and owing by Mako US;

- 2 -

E. Mako US shall appoint, under the terms hereof, Sailfish as its nominee, agent and bare trustee, on the terms and subject to the conditions set out in this Agreement;

F. Pursuant to the terms hereof, Mako US shall direct (the "First Closing Direction") Sailfish to use the Stream and Royalty Purchase Amount to fund the Acquisition Purchase Price;

G. On the First Closing Date (as defined below), Sailfish hereby agrees to assign and transfer all Beneficial Ownership and Property Control (as defined below) to Mako US, on the terms and subject to the conditions set out in this Agreement;

H. At the Time of Closing (as defined below), Sailfish agrees to assign and transfer all Registered Ownership (as defined below) to Mako US, on the terms and subject to the conditions set out in this Agreement;

I. Sailfish shall, during the Interim Period (as defined below), hold all Registered Ownership, on the terms and subject to the conditions set out in this Agreement; and

J. Sailfish, Mako and Wexford are parties to a binding term sheet dated September 29, 2025 in respect of the foregoing (the "Term Sheet").

NOW THEREFORE, in consideration of the respective covenants and agreements of the Parties contained in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the Parties), the Parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"Acquisition" means the acquisition of the Company Interests by Sailfish from Mt. Hamilton Holdings LLC pursuant to the Acquisition Agreement;

"Acquisition Agreement" has the meaning set out in the recitals to this Agreement;

"Acquisition Purchase Price" has the meaning set out in the recitals to this Agreement;

"Affiliate" has the following meaning: an entity (the "first entity") is the Affiliate of another entity (the "second entity") where the second entity controls the first entity, or the first entity controls the second entity or both entities are controlled by the same Person. For purposes of this definition, "control" is the power, whether by Contract or ownership of equity interests, or otherwise, to select a majority of the board of directors, managers or other supervisory management authority of an entity, whether directly or indirectly through a chain of entities that are "controlled" within the foregoing meaning;

- 3 -

"Agreement" means this Purchase and Sale Agreement, as amended, restated, replaced or supplemented from time to time;

"Allocation" has the meaning set out in Section 6.6(b);

"Anti-Corruption Laws" has the meaning set out in Section 3.10(a)(i);

"Authorization" means, with respect to any Person, any Order, permit, approval, decree, consent, waiver, licence, certificate, registration or similar authorization of any Governmental Body having jurisdiction over such Person;

"Beneficial Ownership and Property Control" shall mean 100% of the beneficial ownership of the Company Interests and the exercise of operational control over the Company Assets which shall be in the sole discretion of Mako US, but acting as would a prudent operator, including, for greater certainty and without limitation, responsibility for all obligations, liabilities, costs and expenses associated therewith and all carrying costs, maintenance costs, permitting costs and insurance costs in respect of the Company Assets and the Company Interests;

"Books and Records" means: (a) all of the Company's books of account, accounting records and other financial data and information, including copies of filed Tax Returns and assessments for each of the financial years of the Company; (b) the corporate records of the Company, including minute books; and (c) all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information of, or relating to, the Company or the Company Assets; in each case that are in the possession or under the control of the Company, Sailfish or an Affiliate thereof, including all data and information stored electronically or on computer related media;

"Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia, the State of Nevada or the State of Arizona, on which commercial banks in Vancouver, British Columbia, Reno, Nevada and Tucson, Arizona are open for business;

"Capital Contribution" means the capital contribution approved by the directors of each of Mako and Mako US dated even date the Effective Date pursuant to which Mako has contributed the Stream and Royalty Purchase Amount to Mako US subject to and upon Mako contributing the NSR Royalty obligation to Mako US and Mako US assuming such NSR Royalty obligation from Mako;

"Claim" means any litigation, action, suit, appeal, claim, application, Order, proceeding, grievance, complaint, arbitration, appeal, alternative dispute resolution process or other legal proceeding;

"Code" means the U.S. Internal Revenue Code of 1986, as amended;

"Company" means Mt. Hamilton LLC, a limited liability company existing under the laws of the State of Colorado;

- 4 -

"Company Assets" means all assets and property owned or leased, as applicable, by the Company, including all patented fee parcels, unpatented mining claims, patented mining claims, and water rights, excluding the Reclamation Bonds;

"Company Interests" means the outstanding membership interests of the Company;

"Confidential Information" means all information, including any Data, received or obtained by a Party or its respective Representatives from any other Party or its respective Representatives pursuant to, or in connection with, this Agreement;

"Constating Documents" means (a) in the case of a Person that is a corporation, its certificate of incorporation and its articles, by-laws, notice of articles, regulations or similar governing instruments required by the Laws of its jurisdiction of formation or organization, (b) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement, and (c) in the case of a Person that is not a corporation or limited liability company or natural person, its governing instruments as required or contemplated by the Laws of its jurisdiction of organization;

"Contract" means any written contract, arrangement, agreement, indenture, lease, sublease, deed of trust, licence, option, instrument or other commitment;

"Damages" means, in respect of any matter, all damages, Claims, demands, losses, liabilities, deficiencies, fines, costs, expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) and judgments arising as a consequence of such matter, in each case (other than in the case of fraud, any Third Party Claim or with respect to any Damages resulting from any breach of any representation or warranty in this Agreement) excluding incidental, indirect, consequential, special, exemplary, aggravated and punitive damages and lost profits, and including, in each case, the cost of enforcing any right to indemnification or payment hereunder;

"Data" means any maps, geological, geochemical and geophysical reports and data, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, technical reports, accounting and financial records, and other material information with respect to the Company Assets;

"Effective Date" means the date of this Agreement;

"Encumbrance" means any encumbrance, pledge, lien (statutory or otherwise), charge, security interest, title retention agreement, option, privilege, right of first refusal or first offer, royalty, interest in the production or profits from any asset, back-in rights, earn-in rights, mortgage, hypothec, restriction, or other similar interest or instrument charging, or creating a security interest in, or against title, easement, servitude or right-of-way (registered or unregistered), whether contingent or absolute, which materially affects the assets of a Person, and any Contract, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing;

"Exchange" means the TSX Venture Exchange;

"Fallback Sale" has the meaning set out in Section 7.2(b);

- 5 -

"Financing Documents" has the meaning set out in Section 3.17;

"First Closing Date" means the date of closing of the Acquisition;

"First Closing Direction" has the meaning set out in the recitals to this Agreement;

"Gold Purchase Agreement" means the gold purchase agreement between Mako and Sailfish to be dated the First Closing Date;

"Gold Stream" means the right to purchase Payable Gold (as such term is defined in the Gold Purchase Agreement) for a term of 60 months following and subject to the occurrence of the Second Closing Date, all on the terms and subject to the conditions set out in the Gold Purchase Agreement;

"Government Official" has the meaning set out in Section 3.10(a)(ii);

"Governmental Body" means any domestic or foreign: (a) federal, provincial, state, municipal, local or other government, (b) governmental or quasi-governmental authority of any nature, including any governmental ministry, agency, branch, department, court, commission, board, tribunal, bureau or instrumentality, (c) stock exchange or Securities Regulatory Authority, including the Exchange, or (d) body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any nature;

"Indemnification Claim" has the meaning set out in Section 8.6(a);

"IFRS" means International Financial Reporting Standards as formulated by the International Accounting Standards Board, as updated and amended from time to time;

"Indebtedness" means without duplication and with respect to the Company, in each case calculated in accordance with IFRS, all (a) indebtedness for borrowed money, (b) obligations for the deferred purchase price of property or services, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments, (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement, (e) reimbursement obligations under any letter of credit, banker's acceptance or similar credit transactions, (f) obligations secured by any Encumbrance existing on any of the Company Assets, (g) guarantees made by the Company on behalf of any third party in respect of obligations with respect to the Company of the kind referred to in the foregoing clauses, (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses, (i) capital lease obligations, and (j) obligations under or with respect to any performance, reclamation or other bonds, financial assurances or guarantees provided by the Company, but excluding, in all cases: (i) the Reclamation Bonds, (ii) all obligations and other indebtedness arising from or related to the Reclamation Bonds, (iii) any future obligations under any capital leases of the Company to the extent such future obligations are related to and accrue during the period commencing on the Second Closing Date, and (iv) any Permitted Encumbrances;

"Indemnification Cap" has the meaning set out in Section 8.5(b);

"Indemnified Party" has the meaning set out in Section 8.6(a);

- 6 -

"Indemnifying Party" has the meaning set out in Section 8.6(a);

"Interim Period" means the period from the First Closing Date and continuing until the earlier of (i) the termination of this Agreement and (ii) the Second Closing;

"Laws" means, in respect of any Person, property, transaction or event, any and all applicable (a) laws, constitutions, treaties, statutes, codes, ordinances, Orders, decrees, rules, regulations and by-laws, whether domestic, foreign or international; and (b) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Body;

"Lenders" means the persons named in Schedule A annexed to Wexford Credit Agreement;

"Mako Fundamental Representations" means the representations and warranties provided by Mako US and/or Mako in Sections 4.1 (Organization and Qualification), 4.2 (Organization and Qualification), 4.3 (No Conflicts), and 4.6 (Execution and Binding Obligation);

"Mako TSXV Approval" means the approval of the Exchange for the purchase by Mako, directly or indirectly, of the Company Interests on the terms and conditions set out herein;

"Material Adverse Effect" means any effect, change, event, occurrence or circumstance that, when considered either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to, in the case of the Company, the Company Assets, business, operations, assets, liabilities or financial condition of the Company, taken as a whole, provided, however, that effects relating to: (i) general economic, political or regulatory conditions or events in any of the geographical areas in which the Company operates, (ii) any change in the financial, banking, credit, debt, currency or capital markets in general (whether in Canada, the United States or any other country or in any international market), including changes in interest rates, commodity prices or raw material prices, (iii) conditions generally affecting any industry or any market in which the Company operates, (iv) any pandemics (excluding any event, change or effect relating to or caused by the COVID-19 pandemic) or epidemics, (v) acts of God, natural disasters, national or international political or social conditions, including the engagement in hostilities, whether commenced before or after the Effective Date, and whether or not pursuant to the declaration of a national emergency or war (including any escalation or worsening of war), or the occurrence of any military or terrorist attack, (vi) any changes in Laws, or accounting rules or principles, including changes in IFRS, or (vii) the negotiation, announcement or pendency of the transactions contemplated in this Agreement or the identity of the Parties are not Material Adverse Effects and are not to be taken into account in determining whether a Material Adverse Effect has occurred, provided that in the case of (i), (ii), (iii), (v) and (vi) above such changes or developments do not disproportionately affect the Company or the Company Assets, taken as a whole, compared to other participants in the industry in which the Company conducts its business;

"Material Contracts" means any Contracts that are material to the Company, or to the ownership, operation, closure, remediation or reclamation of the Company Assets, including, without limitation, any Contracts that: (i) are leases or subleases of real property or material personal property (whether as lessor or lessee); (ii) provide for the expenditure or incurrence of Indebtedness of $50,000; (iii) have a term of twelve months or more and cannot be terminated by the Company by notice of no more than 30 days; (iv) grant any exclusive or preferential rights to provide, sell or distribute any of the products of the Company; (v) are for the purchase or sale of minerals or any other products; (vi) are for, or relate to, the transportation of any minerals or other products; (vii) contain provisions obligating the Company to purchase or obtain a minimum or specified amount of any minerals, products or services from any Person; or (viii) are with any Governmental Body;

- 7 -

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as promulgated by the Canadian Securities Administrators;

"NSR Royalty" means a 2.0% net smelter return royalty on the production of metals and minerals from the Mt. Hamilton Project located in Nevada, USA, as further described in the Royalty Agreement;

"Order" means any order, injunction, judgment, administrative complaint, decree, ruling, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed by any Governmental Body or arbitrator;

"Ordinary Course" means any transaction that constitutes an ordinary day-to-day business activity of a Person in accordance with, and materially consistent with, its past business practices;

"Outside Date" means February 13, 2026, or such other date as mutual agreed in writing between the Parties;

"Parties" means Mako US, Mako and Sailfish, and "Party" means any one of them;

"Permits" means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from a Governmental Body;

"Permitted Encumbrances" means 

(a) undetermined or inchoate Encumbrances incidental to construction, maintenance or operation of the Properties, or otherwise relating to the Ordinary Course, which have not, as of the Second Closing, been filed pursuant to applicable Law,

(b) statutory liens for current Taxes, excluding net proceeds of minerals tax, assessments or other governmental charges not yet delinquent, or the amount or validity of which is being contested in good faith by appropriate proceedings,

(c) liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the Ordinary Course,

(d) Encumbrances or Claims that are disclosed to Mako US incidental to current construction carried out in the Ordinary Course, and mechanics', materialmen's, warehousemen's, workers', carriers' and other similar Encumbrances arising or incurred in the Ordinary Course and for amounts not yet delinquent, or if delinquent, being contested in good faith by appropriate actions,

- 8 -

(e) all rights reserved to, or vested in, any Governmental Body by the terms of any patent, lease, licence, franchise, grant or permit held by it, or by any statutory provision to terminate any such patent, lease, licence, franchise, grant or permit, or to require annual or periodic payments as a condition of the continuance thereof, or to distrain against or to obtain an Encumbrance on any of its property or assets in the event of failure to make such annual or other periodic payments,

(f) any lease in which the Company is the lessee, and the lessor's title under any such lease,

(g) Encumbrances that are due to zoning or subdivision, entitlement and other land use Laws,

(h) Encumbrances that arise by reason of acts of, or with the written approval of, Mako US or any Representative of Mako US, easements, rights-of-way, roads, covenants, restrictions and other matters of record in the Office of the White Pine County Recorder,

(i) with respect to the Owned Unpatented Claims and the Leased Unpatented Claims, the paramount title of the United States, the rights of citizens of the United States and other qualified Persons to enter onto and use the public lands, and the authority and right of the United States to administer and manage entry onto and use of the public lands,

(j) all matters disclosed in the Title Report; and

(k) Encumbrances under the Financing Documents.

"Person" means any individual, corporation, legal person, partnership, firm, joint venture, syndicate, association, trust, trustee, limited liability company, unincorporated organization, trust company, Governmental Body or any other form of entity or organization;

"Reclamation Bonds" means all surety instruments, bonds, letters of credit, guarantees and other instruments or arrangements securing or guaranteeing the performance of obligations with respect to the operation, closure, reclamation or remediation of property;

"Registered Ownership" shall mean 100% of the registered legal ownership of the Company Interests, including, indirectly, the Company Assets;

"Representative" means, with respect to any Person, such Person's, and such Person's Affiliates', officers, directors, managers, employees, contractors, agents, representatives and financing sources (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of such Person or its Affiliates);

"Royalty Agreement" means the royalty agreement between Sailfish, Mako US and the Company to be dated the First Closing Date, providing for the grant by the Company to Sailfish (as guaranteed by Mako) of a 2% net smelter return royalty on the production of metals and minerals from the Mt. Hamilton Project located in Nevada, USA;

- 9 -

"Royalty Purchase Amount" has the meaning set out in in the recitals to this Agreement;

"Sailfish Fundamental Representations" means the representations and warranties in Sections 3.1 (Organization and Qualification of the Company), 3.2 (Organization and Qualification of Sailfish), 3.3 (Sailfish's Ownership of Company Interests), 3.4 (Absence of Conflicts of Sailfish), 3.5 (Execution and Binding Obligation) and 3.8 (Capitalization);

"Sailfish TSXV Approval" means the approval of the Exchange for the sale by Sailfish of the Company Interests on the terms and conditions set out herein;

"Second Closing" means the closing of the transfer by Sailfish to Mako US of the Registered Ownership;

"Second Closing Date" means the date that is two Business Days after the satisfaction or waiver of the last of the closing conditions set out in Sections 5.7, 5.8 and 5.9, other than those conditions that by their nature are to be (and will be) satisfied on Closing, provided that such date may not be later than the Outside Date;

"Securities Regulatory Authorities" means, collectively, the securities commissions and other securities regulatory authorities in each applicable state and territory of the United States and province and territory of Canada, and the Exchange;

"Stream and Royalty Purchase Amount" has the meaning set out in in the recitals to this Agreement;

"Stream Purchase Amount" has the meaning set out in in the recitals to this Agreement;

"Tax Authority" means the United States Internal Revenue Service, the Canada Revenue Agency and any other applicable national, state, local, provincial, territorial or other Governmental Body responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes;

"Tax Returns" means any and all returns, reports, information, rebates, credits, elections, designations, schedules, filings or other documents (including any related or supporting information) relating to Taxes filed or required to be filed by any Tax Authority or pursuant to any applicable Law relating to Taxes or in fact filed with any Tax Authority;

"Taxes" includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind imposed by any Tax Authority, including all interest, penalties, fines or additions to tax imposed by any Governmental Body in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, unemployment health, social services, education and Social Security and Medicare taxes, and escheat and property obligations;

"Term Sheet" has the meaning set out in the recitals to this Agreement;

"Third Party Claim" has the meaning set out in Section 8.6(a);

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"Time of Closing" means 10:00 a.m. (Toronto time) on the Second Closing Date, or such other time on the Second Closing Date as the Parties may agree in writing;

"Title Report" means that certain Title Report addressed to Mako dated October 22, 2025 concerning two (2) fee simple parcels, nine (9) patented claims, and 302 unpatented mining claims located on certain lands (as detailed in the Title Report)  associated with the Mt. Hamilton Project, situated in White Pine County, Nevada, USA prepared by the law firm of Parsons, Behle & Latimer in Nevada;

"Transfer Taxes" has the meaning set out in Section 6.6(e);

"TSXV Approvals" means, collectively, the Mako TSXV Approval and the Sailfish TSXV Approval;

"Wexford" the meaning set out in the recitals to this Agreement; and

"Wexford Credit Agreement" means the credit agreement to be dated on or before the Effective Date, among Sailfish, Wexford, as Agent, the Lenders party thereto and certain guarantors, setting out the terms and conditions of a $40,000,0000 non-revolving credit facility from the Lenders to Sailfish.

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement, and unless the context otherwise requires, in this Agreement:

(a) references to "Agreement", "this Agreement", "the Agreement" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b) references to an "Article" or "Section" by a number or letter refer to the specified Article or Section of this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(e) the word "including" is deemed to mean "including, without limitation" and similar variations of same;

(f) all references to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time;

(g) any reference to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable;

(h) all dollar amounts in this Agreement refer to United States dollars unless otherwise indicated;

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(i) any time period within which a payment is to be made or other action is to be taken under this Agreement shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(j) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.

1.3 Knowledge

Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of Sailfish, (a) it refers, in each case, to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of Paolo Lostritto without personal liability on his part, and (b) in the case of the representation and warranty in Section 3.15 (Material Facts) only, it refers to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of Paolo Lostritto and Bryan McKenzie, without personal liability. Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of Mako, it refers, in each case, to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of Akiba Leisman, without personal liability on his part.

1.4 Statutes

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute, and all rules and regulations made under such statute, as the same may have been amended, re-enacted or replaced.

1.5 No Presumption

This Agreement is the product of negotiation by the Parties, having the assistance of counsel and other advisors. It is the intention of the Parties that no Party shall be presumed to be the drafter of this Agreement and that this Agreement shall not be construed more strictly with regard to one Party than any other Party.

ARTICLE 2
PURCHASE AND SALE

2.1 Purchase and Sale of Gold Stream, NSR Royalty and Company Interests

(a) Subject to the terms and conditions of this Agreement, on or by the First Closing Date, as applicable:

(i) Sailfish and Wexford, et al., shall have entered into the Wexford Credit Agreement and Sailfish shall have drawn down $40,000,000 under the terms of the Wexford Credit Agreement;

(ii) Sailfish and Mako shall enter into the Gold Purchase Agreement;

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(iii) Sailfish shall purchase from Mako the Gold Stream under the terms of the Gold Purchase Agreement for the Stream Purchase Amount;

(iv) Sailfish, Mako US and Mako shall enter into the Royalty Agreement;

(v) Sailfish shall purchase from Mako the NSR Royalty under the terms of the Royalty Agreement for the Royalty Purchase Amount, with Mako and Mako US immediately thereafter effecting the Capital Contribution;

(vi) Mako US shall provide the First Closing Direction to Sailfish and Sailfish shall use the Stream and Royalty Purchase Amount, acting as Mako US's nominee, agent and bare trustee, to satisfy the Acquisition Purchase Price payable to Mt. Hamilton Holdings LLC and complete the Acquisition pursuant to the terms and conditions of the Acquisition Agreement; and

(vii) Sailfish shall, immediately following the closing of the Acquisition on the First Closing Date, assign and transfer to Mako US the Beneficial Ownership and Property Control.

(b) Subject to the fulfillment of the conditions precedent in Sections 5.7, 5.8 and 5.9, on the Second Closing Date, Sailfish will assign and transfer to Mako US the Registered Ownership such that Mako US shall hold all, but not less than all, of the Company Interests, free and clear of all Encumbrances.

2.2 Agent, Nominee and Bare Trustee

(a) As of the First Closing Date until the earlier of (i) the Time of Closing; and (ii) the termination of this Agreement:

(i) Mako US hereby appoints Sailfish to act as nominee, agent and bare trustee for and on behalf of Mako US, and to take all such action as directed by Mako US, as holder of the Beneficial Ownership and Property Control, including holding the Registered Ownership during the Interim Period; and

(ii) Sailfish hereby agrees act as nominee, agent and bare trustee for and on behalf of Mako US, and to take all such action as directed by Mako US, as holder of the Beneficial Ownership and Property Control, including holding the Registered Ownership during the Interim Period.

(b) For greater certainty, during the Interim Period, Mako US, as the holder of the Beneficial Interest and Property Control, will pay or cause to be paid all costs and expenses relating to the Company Interests and the Company Assets which become due from the First Closing Date including, without limitation, $300,000 payable by the Company to Waterton Nevada Splitter, LLC in satisfaction of an advance royalty payment made by Waterton Nevada Splitter, LLC on behalf of the Company.

(c)  If Sailfish is directed or otherwise required to make any payments by and on behalf of Mako US in respect of the Company Interests and the Company Assets, Mako US will use commercially reasonable efforts to provide Sailfish with sufficient funds to make any such payment at least three (3) Business Days prior to such payment being due and, in any event, within (3) three Business Days after such payment has been made.

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2.3 Withholding Taxes

Notwithstanding any provision in this Agreement to the contrary, each of Mako and Mako US, as applicable, may deduct and withhold from any consideration payable or otherwise deliverable under the terms of this Agreement for such taxes or other amounts as Mako, Mako US and its Representatives, as applicable, determine are required to be deducted or withheld with respect to such payments under applicable law.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SAILFISH

Sailfish represents and warrants to each of Mako US and Mako, as at the Effective Date, the First Closing Date and the Second Closing Date, as follows, and acknowledges that each of Mako US and Mako is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

3.1 Organization and Qualification of the Company

The Company is a limited liability company duly formed and validly existing under the laws of the State of Colorado and has all necessary limited liability company power, authority and capacity to own the Company Assets and to carry on its business as presently conducted. The Company is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which the Company Assets are located or it conducts business.

3.2 Organization and Qualification of Sailfish

Sailfish is a corporation existing under the laws of British Virgin Islands and has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement.

3.3 Sailfish's Ownership of Company Interests

Sailfish has, as of the First Closing Date and the Second Closing Date, Registered Ownership of the Company Interests, free and clear of all Encumbrances save and except for the Permitted Encumbrances. Sailfish has the exclusive right to act at the direction of Mako US to dispose of the Company Interests as provided for in this Agreement. Upon completion of the transactions contemplated by this Agreement, Mako US shall have acquired, on the First Closing Date, all good and valid Beneficial Ownership and Property Control and, at the Time of Closing, all good and valid Registered Ownership and title to the Company Interests, free and clear of all Encumbrances. Sailfish is not a party to any shareholder, pooling, voting trust or other similar Contract relating to the Company Interests.

3.4 Absence of Conflicts of Sailfish

The execution, delivery and performance by Sailfish of this Agreement, and the consummation of the transactions contemplated by this Agreement, does not and will not, in any material respect, constitute or result in a breach or violation of, contravene, or conflict with, or cause the termination or revocation of, or result in any default under, or allow any Person to exercise any rights under, Sailfish's Constating Documents or any Contract, Order, Authorization or applicable Law to which Sailfish is a party or subject, or by which Sailfish is bound or affected.

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3.5 Execution and Binding Obligation

(a) Sailfish has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement.

(b) The execution, delivery and performance by Sailfish of this Agreement, the Gold Purchase Agreement and the Royalty Agreement, and the consummation of the transactions contemplated by this Agreement, the Gold Purchase Agreement and the Royalty Agreement, have been authorized by all necessary action on the part of Sailfish.

(c) This Agreement has been duly executed and delivered by Sailfish, and constitutes a legal, valid and binding obligation of Sailfish enforceable against Sailfish in accordance with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

3.6 Regulatory Approvals

No Order or Authorization of, filing or application with, or notice to any Governmental Body is required on the part of Sailfish in connection with the execution and delivery of this Agreement, the Gold Purchase Agreement or the Royalty Agreement, or the performance of Sailfish's obligations hereunder or thereunder, other than obtaining the Sailfish TSXV approval, all requisite Sailfish shareholder approval, and as would not reasonably be expected to prevent, materially delay or materially impede the ability of Sailfish to perform its obligations or to consummate the transactions contemplated under this Agreement, the Gold Purchase Agreement and the Royalty Agreement.

3.7 Required Authorizations

To the knowledge of Sailfish, the Company has all the required Authorizations necessary for the Company to own the Company Assets and conduct its business and operations as presently conducted in all material respects. To the knowledge of Sailfish, such Authorizations are valid, subsisting and in good standing, and in full force and effect, and there are no outstanding material defaults or breaches under any such Authorizations on the part of the Company. To the knowledge of Sailfish, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Authorization.

3.8 Capitalization

To the knowledge of Sailfish, at the Effective Date, the First Closing Date and at the Second Closing, the Company Interests will constitute all of the securities or membership interests in the capital of the Company.

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3.9 Subsidiaries

The Company does not have any subsidiaries and does not hold any shares, securities, equity, joint venture, partnership or other ownership interest in any other Person or entity.

3.10 Anti-Corruption and Anti-Money Laundering

(a) Neither Sailfish, nor any of its Affiliates, directors, officers or employees, nor, to the knowledge of Sailfish, any agents or other Persons acting on behalf of any of the foregoing, has, in connection with the business of Sailfish or the Company:

(i) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act of 1998, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act of 2000, as amended, or any similar anti-corruption or anti-bribery Laws, if and to the extent applicable (collectively, "Anti-Corruption Laws");

(ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any: (A) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Body or a public international organization (e.g., the International Monetary Fund or the World Bank), (B) political party or official thereof, or candidate for political office (each of the foregoing a "Government Official"), or (C) other Person, while knowing or believing that all or some portion of the money or value shall be offered, given or promised to a Government Official or other Person for the purposes of obtaining or retaining business or securing any improper advantage, or in other circumstances when such offer, payment or promise would be unlawful, in each case, in violation of applicable Anti-Corruption Laws; or

(iii) to the knowledge of Sailfish, been subject to any investigation by any Governmental Body with regard to any actual or alleged breach of any relevant Anti-Corruption Law.

(b) Sailfish is in compliance with all Laws related to the prevention of money laundering and terrorist financing in the jurisdictions in which Sailfish operates.

3.11 Litigation

There are no Claims in progress, pending or, to the knowledge of Sailfish, threatened against or relating to Sailfish or the Company, which, if determined adversely to Sailfish or the Company, would:

(a) prevent Sailfish from fulfilling its obligations set out in or arising from this Agreement, the Gold Purchase Agreement or the Royalty Agreement; or

(b) enjoin or restrict or prohibit the transfer of the Company Interests from Sailfish to Mako US as contemplated by this Agreement.

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3.12 Insolvency

Sailfish is not insolvent, nor has Sailfish committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.

3.13 Brokers

No broker is entitled to any fee or commission from Sailfish in connection with the transactions contemplated by this Agreement.

3.14 Competition Act

To the knowledge of Sailfish, neither the aggregate value of the Company Assets nor the gross revenues from sales in or from Canada generated from those assets, as determined in accordance with Part IX of the Competition Act (Canada) meet or exceed the applicable threshold for any pre-closing notification or review as the case may be and neither Sailfish nor the Company has (i) a place of operations in Canada, (ii) individuals in Canada employed or self-employed in connection with its operations or (iii) assets in Canada used in carrying on their operations.

3.15 Material Facts

In each case to the knowledge of Sailfish, no representation or warranty of Sailfish in this Agreement, or in any certificate furnished to Mako US and/or Mako pursuant to any provision of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements herein or therein true in any material respect.

3.16 Required Consents

Other than obtaining the required Sailfish TSXV Approval and the requisite approval of Sailfish's shareholders, the execution, delivery, and performance by Sailfish of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not require the consent, approval or waiver of, or notice to any Person under any material Contract to which Sailfish is party or by which Sailfish is bound or to which its business or assets are subject.

3.17 Seller Credit Agreement and Financing Documents

(a) Sailfish has made available to Mako US and Mako a true and complete copy of the Wexford Credit Agreement and the Security Documents (as such term is defined in Wexford Credit Agreement) (collectively, the "Financing Documents").

(b) Sailfish represents that each of the Financing Documents is (i) in full force and effect and constitutes a legal, valid and binding agreement of each of Sailfish and the other parties thereto, enforceable against them in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and (ii) has not been amended, restated, supplemented, modified, withdrawn or terminated in any respect.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF MAKO US AND MAKO

Each of Mako US and Mako, as applicable, represents and warrants to Sailfish as follows as at the Effective Date, the First Closing Date and the Second Closing, and acknowledges that Sailfish is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

4.1 Organization and Qualification of Mako

Mako is a corporation validly existing under the laws of the Province of British Columbia, and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted.

4.2 Organization and Qualification of Mako US

Mako US is a corporation validly existing under the laws of the State of Arizona, and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted.

4.3 No Conflicts

The execution, delivery and performance by each of Mako US and Mako of this Agreement, the Gold Purchase Agreement and the Royalty Agreement, as applicable, and the consummation of the transactions contemplated by this Agreement, do not and shall not:

(a) constitute or result in a breach or a violation of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of the Constating Documents of either Mako US or Mako;

(b) constitute or result in a breach or violation of, or allow any Person to exercise any rights under, any Contract to which either Mako US or Mako is a party; and

(c) to the knowledge of Mako, result in the violation of any Laws applicable to Mako,

save as would not reasonably be expected to have a Material Adverse Effect with respect to Mako US and Mako, in each case, other than such as would not reasonably be expected to prevent, materially delay or materially impede the ability of either Mako US or Mako to perform its obligations under this Agreement, or to consummate the transactions contemplated by this Agreement.

4.4 Required Consents

Other than obtaining the required Mako TSXV Approval and the requisite approval of Mako's shareholders, the execution, delivery, and performance by Mako US and Mako of this Agreement, the Gold Purchase Agreement and the Royalty Agreement, as applicable, and the consummation of the transactions contemplated hereby, does not and will not require the consent, approval or waiver of, or notice to any Person under any material Contract to which either Mako US or Mako is party or by which either Mako US or Mako is bound or to which its business or assets are subject.

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4.5 Required Authorizations

Other than in connection with the Mako TSXV Approval, no material filing with, notice to or material Authorization of any Governmental Body is required on the part of Mako US or Mako as a condition to the lawful completion of the transactions contemplated by this Agreement, the Gold Purchase Agreement and the Royalty Agreement other than as would not reasonably be expected to prevent, materially delay or materially impede the ability of Mako US or Mako to perform its obligations or to consummate the transactions contemplated under this Agreement, the Gold Purchase Agreement and the Royalty Agreement.

4.6 Execution and Binding Obligation

(a) Each of Mako US and Mako has the requisite corporate power, authority and capacity to enter into this Agreement, and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement.

(b) The execution, delivery and performance by each of Mako US and Mako of this Agreement, and the consummation of the transactions contemplated hereunder have been authorized by all necessary action on the part of Mako US and Mako.

(c) The Agreement has been duly executed and delivered by Mako US and Mako, and constitutes a legal, valid and binding obligation of each of Mako US and Mako, enforceable against each of Mako US and Mako in accordance with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

4.7 Litigation

There are no Claims in progress, pending or, to the knowledge of either Mako US or Mako, threatened against or relating to Mako US or Mako, which, if determined adversely to Mako, would:

(a) prevent either Mako US or Mako from fulfilling its any of its obligations set out in this Agreement or arising from this Agreement; or

(b) enjoin or restrict or prohibit the transfer of the Company Interests from Sailfish to Mako as contemplated by this Agreement.

4.8 Insolvency

Neither Mako US nor Mako is not insolvent, nor has either of Mako US or Mako committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its respective property.

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4.9 Brokers

Stifel Nicolaus Canada Inc. has been retained by the Special Committee of the Board of Directors of Mako in connection with the transactions contemplated by this Agreement, and is entitled to a fee or commission from Mako in connection with its services thereunder.

ARTICLE 5
CLOSING AND DELIVERIES

5.1 First Closing Date

 Subject to compliance with the terms and conditions hereof, the transfer and assignment of the Beneficial Ownership and Property Control from Sailfish to Mako US shall be deemed to take effect as of the First Closing Date, and, for the term of the Interim Period (and, for greater certainty, until immediately after the consummation of the Fallback Sale, if applicable) Sailfish will hold the Registered Ownership as nominee, agent and bare trustee for an on behalf of Mako US. Unless otherwise agreed, all actions to be taken and all documents to be executed and delivered by the Parties on the First Closing Date will be deemed to have been taken, executed and delivered simultaneously, and no proceedings will be deemed taken, nor any documents deemed executed or delivered, until all such proceedings have been taken, and all such required documents executed and delivered.

5.2 First Closing Date Deliveries of Sailfish

 On or before the First Closing Date, Sailfish shall deliver or cause to be delivered to Mako and/or Mako US, as applicable:

(a) any required certificates, instruments of conveyance and documents required to transfer and assign to Mako US the Beneficial Ownership and Property Control;

(b) the Gold Purchase Agreement duly executed by Sailfish; and

(c) the Royalty Agreement duly executed by Sailfish.

5.3 First Closing Date Deliveries of Mako and/or Mako US

On or before the First Closing Date, Mako US and/or Mako US, as applicable, shall deliver or cause to be delivered to Sailfish:

(a) the First Closing Direction;

(b) the Gold Purchase Agreement duly executed by Mako; and

(c) the Royalty Agreement duly executed by Mako and Mako US.

5.4 Second Closing Date

 Subject to compliance with the terms and conditions hereof, the transfer of the Registered Ownership shall be deemed to take effect as at the Time of Closing. The Second Closing shall take place electronically. Unless otherwise agreed, all actions to be taken and all documents to be executed and delivered by the Parties at the Second Closing will be deemed to have been taken, executed and delivered simultaneously, and no proceedings will be deemed taken, nor any documents deemed executed or delivered, until all such proceedings have been taken, and all such required documents executed and delivered.

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5.5 Second Closing Date Deliveries of Sailfish

On or before the Second Closing Date, Sailfish shall deliver or cause to be delivered to Mako:

(a) a certificate of an officer of Sailfish, dated the Second Closing Date, representing and certifying that the conditions set forth in Sections 5.8(a) and 5.8(c) have been fulfilled;

(b) assignments or other instruments of transfer duly endorsed in blank, or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance satisfactory to Mako US, acting reasonably, for transfer of the Company Interests to Mako US;

(c) a written resignation and release from each of the officers and managers of the Company, with such resignations to be effective as of the Time of Closing;

(d) certified copies of the resolutions of the board of Sailfish and the Company, as applicable, approving the execution, delivery and performance of the Financing Documents, the Acquisition Agreement, this Agreement, the Gold Purchase Agreement and the Royalty Agreement;

(e) a certificate of status, compliance, good standing or like certificate with respect to each of Sailfish and the Company issued by the appropriate Governmental Body in its jurisdiction of existence, dated not more than four Business Days prior to the Second Closing Date;

(f) evidence of any security interests granted by the Company or Sailfish in connection with the Company or the Company Assets;

(g) jointly signed instruction letter to the U.S. Bureau of Land Management requesting that the name and address of the responsible operator be changed to Mako US or its designee;

(h) evidence of receipt of the Sailfish TSXV Approval;

(i) evidence of consent of Mt. Hamilton Holdings LLC to the transfer and assignment of the Company Interests pursuant to this Agreement;

(j) assignment and assumption agreement in respect of the Notice, Consent and Acknowledgement agreement signed by Mt. Hamilton Holdings LLC, Mt. Hamilton LLC, Sandstorm Gold Ltd. and Mt. Hamilton LLC; and

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(k) such other certificates, instruments of conveyance and documents required by this Agreement or as may reasonably be requested by Mako US and/or Mako and agreed to by Sailfish to carry out the intent and purposes of this Agreement.

5.6 Second Closing Date Deliveries of Mako US and Mako

On or before the Second Closing Date, Mako US and/or Mako, as applicable shall deliver or cause to be delivered to Sailfish:

(a) a certificate of an officer of Mako and/or Mako US, dated the Second Closing Date, representing and certifying that the conditions set forth in Sections 5.9(a) and 5.9(c) have been fulfilled;

(b) certified copies of the resolutions of the board of directors of Mako US and/or Mako approving the execution, delivery and performance of this Agreement, the Gold Purchase Agreement and the Royalty Agreement;

(c) a certificate of status, compliance, good standing or like certificate with respect to each of Mako US and Mako issued by the appropriate Governmental Body in its jurisdiction of existence, dated not more than four Business Days prior to the Second Closing Date;

(d) evidence of receipt of the Mako TSXV Approval;

(e) assignment and assumption agreement in respect of the Notice, Consent and Acknowledgement agreement signed by Mt. Hamilton Holdings LLC, Mt. Hamilton LLC, Sandstorm Gold Ltd. and Mt. Hamilton LLC;

(f) assignment and assumption agreement in respect of the Acquisition Agreement signed by Mako US; and

(g) such other certificates, instruments of conveyance and documents required by this Agreement or as may reasonably be requested by Sailfish and agreed to by Mako US and/or Mako, as applicable, to carry out the intent and purposes of this Agreement.

5.7 Mutual Conditions of Second Closing

The obligations of Sailfish, Mako US and Mako to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Second Closing Date of each of the following conditions, which are for the benefit of Sailfish, Mako US and/or Mako, and may be waived in writing by the mutual consent of Sailfish, Mako US and/or Mako, as applicable:

(a) the respective TSXV Approvals and any required shareholder approvals shall have been obtained and such approvals shall remain in full force and effect;

(b) completion of the Acquisition and completion of all actions obligations of the Parties hereto required as of the First Closing Date under the terms hereof;

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(c) no preliminary or permanent injunction or other Order or Law applicable to Sailfish, or Mako US or Mako shall have been enacted, issued, promulgated, enforced or entered by any Governmental Body, which enjoins, prohibits, or otherwise makes illegal the transactions contemplated by this Agreement.

5.8 Conditions of Second Closing in Favour of Mako US and/or Mako

The obligations of Mako US and/or Mako to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Second Closing of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, Mako US and/or Mako, as applicable:

(a) all representations and warranties of Sailfish contained in this Agreement shall be deemed to have been made again at and as of the Second Closing Date, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date);

(b) the special committee of the board of directors of Mako shall have received an opinion from Stifel Nicolaus Canada Inc. that the acquisition of the Company Interests is fair from a financial point of view to Mako and the shareholders of Mako;

(c) Sailfish shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Second Closing Date, and all deliveries contemplated by Section 5.5 shall have been tabled.

5.9 Conditions of Second Closing in Favour of Sailfish

The obligations of Sailfish to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Second Closing of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, Sailfish:

(a) all representations and warranties of each of Mako US and Mako contained in this Agreement shall be deemed to have been made again at and as of the Second Closing Date, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date);

(b) Sailfish shall have received an opinion, oral or written, from Infor Financial Inc. that the transactions contemplated by this Agreement and the Term Sheet are fair from a financial point of view to Sailfish and the shareholders of Sailfish; and

(c) Each of Mako US and Mako shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Second Closing Date, and all deliveries contemplated by Section 5.6 shall have been tabled.

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5.10 Actions to Satisfy Second Closing Conditions

(a) Sailfish shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of Mako US and/or Mako, to the extent the same are within the control of Sailfish, and take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using commercially reasonable efforts to obtain or cooperate with Mako US and Mako to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(b) Each of Mako US and Mako shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of Sailfish, to the extent the same are within the control of Mako US and/or Mako, and take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using commercially reasonable efforts to obtain or cooperate with Sailfish to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(c) Except as otherwise contemplated by this Agreement, each Party shall, at the expense of the requesting Party, use commercially reasonable efforts to cooperate as necessary or in such manner as such other Party may reasonably request in the making of all necessary filings and applications required in order to obtain any consents and make any necessary filings and applications under all applicable Laws required in connection with the transactions contemplated herein.

5.11 TSXV Approvals

(a) Each of Sailfish and Mako shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to promptly obtain their respective TSXV Approval. As promptly as reasonably practicable after the date hereof, each of Sailfish and Mako shall make all necessary or advisable filings, notifications and other submissions required to be made to the Exchange in order to obtain their respective TSXV Approval, and shall promptly respond to any requests made by the Exchange for further information, revised filings or other submissions.

(b) Each of Sailfish and Mako shall use commercially reasonable efforts to provide the other with a reasonable opportunity to review and comment on filings, notifications and other submissions made by either Party to the Exchange in connection with their respective TSXV Approval, and shall consider in good faith all comments provided by the other Party. Each of Sailfish and Mako shall provide the other with copies of all material written communications from the Exchange to such Party and shall keep each other apprised of all discussions and communications between such Party and the Exchange regarding their TSXV Approval.

(c) Each of Sailfish and Mako shall promptly and from time to time notify the other following receipt of all and any material portion of its TSXV Approval.

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5.12 Shareholder Approvals

Each of Sailfish and Mako shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable, as soon as practicable following the execution of this Agreement, to coordinate the calling by each such Party of its respective meeting of shareholders, and complete the mailing of the requisite shareholder materials to its respective shareholders in order to obtain all required shareholder approvals to complete the Second Closing as soon as practicable following the receipt of the respective applicable Exchange approvals.

5.13 Seller Credit Agreement

Sailfish shall (i) refrain from taking, directly or indirectly, any action that would reasonably be expected to result in an Event of Default (as such term is defined in Wexford Credit Agreement) under the Financing Documents, and (ii) give Mako US and Mako prompt notice of any breach or threatened breach of, or Event of Default, anticipated or otherwise, under the Financing Documents.

ARTICLE 6
COVENANTS

6.1 Access

During the Interim Period, including without limitation, as part of the Beneficial Ownership and Property Control, at their own sole risk and expense, each of Mako US, Mako and their Representatives shall (a) have full access to the premises and properties forming the Company Assets; and (b) full access to and the right to inspect the Books and Records, Contracts and other documents and data related to the Company and the Company Assets.

6.2 Prohibited Actions Prior to the Second Closing

Except as (a) may be approved by Mako US in writing, or (b) otherwise expressly permitted, required or contemplated by this Agreement, during the Interim Period, Sailfish shall cause the Company not to (and shall not enter into any Contract with respect to any of the matters contemplated in this Section 6.2):

(a) amend the Constating Documents of the Company;

(b) authorize for issuance, issue, sell, grant, pledge, deliver, transfer or assign, or agree or commit to issue, sell, grant, pledge, deliver, transfer or assign, any membership interest or other form of ownership interest of the Company or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any of the foregoing, or permit any Encumbrance to be imposed on any of the Company Interests;

(c) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any equity securities of the Company;

(d) acquire by merger or consolidation with, or purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person;

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(e) acquire or lease (as lessor or lessee), or enter into any Contract for the acquisition or lease of, any properties (including real property) or assets other than in the Ordinary Course;

(f) sell, transfer, lease, license, assign, pledge, encumber or otherwise dispose of any Company Assets other than in the Ordinary Course;

(g) incur any capital expenditure, individually or in the aggregate, which exceed $50,000;

(h) enter into or renew any Contracts containing, or otherwise subjecting the Company to, any material obligations or restrictions on the operation of the business of the Company following the Second Closing;

(i) terminate, amend or modify any Material Contract, or enter into any new Contract that would be a Material Contract under the definition of Material Contract if entered into prior to the Effective Date;

(j) make any material change in any method of accounting or accounting practice or principle of the Company, other than those required by IFRS or applicable Law;

(k) make or change any material Tax election relating to the income tax classification of the Company, file any material Tax Return other than on a basis materially consistent with past practice, file any amended Tax Return, adopt or change any material accounting method for Tax purposes (unless required by Law), settle any material Tax claim or assessment relating to the Company or surrender any material right to claim a refund for Taxes;

(l) make any loans, advances or capital contributions to, or investments in, any other Person;

(m) create, incur or assume any obligations with respect to any Indebtedness of the Company, or assume, guarantee, endorse or otherwise become liable for any Indebtedness, or guarantee any Indebtedness, of another Person;

(n) do any act or thing or refrain from doing any act or thing that would render or cause any of the representations and warranties of Sailfish to be untrue; or

(o) mortgage, pledge or otherwise Encumber or cause to be Encumbered any Company Assets, other than with respect to Permitted Encumbrances, as applicable.

6.3 Notice of Certain Events

(a) During the Interim Period, Sailfish will promptly notify Mako US and Mako, in writing, of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or would reasonably be expected to result in, any representation or warranty made by Sailfish in this Agreement not being true and correct in any material respect, or (C) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 5.7 and 5.8 to be satisfied;

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(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(iii) any written notice from any Governmental Body in connection with the transactions contemplated by this Agreement; and

(iv) any Claims commenced or, to the knowledge of Sailfish, threatened against, relating to, involving or otherwise affecting Sailfish, the Company or the business and operations of the Company that, if pending on the Second Closing Date, would have been required to have been disclosed pursuant to this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.

The receipt of information by Mako US and Mako pursuant to this Section 6.3(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sailfish in this Agreement.

(b) During the Interim Period, Mako US and/or Mako, as applicable, will promptly notify Sailfish, in writing, of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has resulted in, or would reasonably be expected to result in, any representation or warranty made by Mako US or Mako in this Agreement not being true and correct in any material respect, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Sections 5.7 and 5.9 to be satisfied;

(ii) any written notice from any Governmental Body in connection with the transactions contemplated by this Agreement; and

(iii) any Claims commenced or, to the knowledge of Mako US or Mako, threatened against, relating to, involving or otherwise affecting Mako US or Mako that, if pending on the Second Closing Date, would have been required to have been disclosed pursuant to this Section 6.3(b) or that relate to the consummation of the transactions contemplated by this Agreement.

Sailfish's receipt of information pursuant to this Section 6.3(b) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Mako US or Mako in this Agreement.

6.4 Public Announcements and Confidentiality

(a) Subject to Sections 6.4(b), 6.4(c) and 6.4(d) below, each Party shall keep confidential and not use, reveal, provide or transfer to any other Person any Confidential Information received from any other Party or their respective Representatives without the prior written consent of such other Party, except: (i) to the extent that disclosure is required by Law; (ii) information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement or any other confidentiality agreement to which such Party is a party or of which it has knowledge), as evidenced by generally available documents or publications; and (iii) information that was in such Party's possession before the Effective Date (as evidenced by appropriate written materials) and was not acquired directly or indirectly from any other Party or their respective Representatives. Each Party shall continue to be bound by this Section 6.4(a) until the earlier of the date that is two years after the termination of this Agreement.

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(b) No press release, public statement or announcement, or other public disclosure with respect to this Agreement or the transactions contemplated by this Agreement may be made except with the prior written consent and joint approval of Mako and Sailfish, or if required by Law or a Governmental Body. Where the public disclosure is required by Law or a Governmental Body, the Party required to make the public disclosure shall use commercially reasonable efforts to obtain the prior written consent of the other Party as to the form, nature and extent of the disclosure.

(c) The Parties shall be permitted to make any disclosure or filing required by applicable securities Laws and the rules and policies of the Exchange in order to obtain the Sailfish TSXV Approval and the Mako TSXV Approval and the respective requisite shareholder approval by each of Sailfish and Mako. Each Party shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing, and such Party shall give reasonable consideration to any comments made by the other Parties and their outside legal counsel, and if such prior notice is not possible, shall give such notice promptly following the making of such disclosure or filing.

(d) The Parties acknowledges that each of Sailfish and Mako may file this Agreement (with such redactions as may be mutually agreed upon between such parties, each acting reasonably) and a material change report relating thereto on SEDAR+.

6.5 Exclusivity

Neither Sailfish nor any of Sailfish's Representatives shall, at any time from the date hereof until the termination of this Agreement, solicit, encourage, discuss, negotiate or entertain any proposals from or provide financial, operating or any other non-public information to, any party other than Mako US and Mako and their Representatives with respect to the sale to or purchase by any party other than Mako US and Mako (or an Affiliate thereof) of the Company Interests, any of the Company Assets or the business of the Company, in whole or in part, whether directly or indirectly, through a sale of assets or shares, a merger, amalgamation, consolidation or other similar transaction. Sailfish and Sailfish's Representatives shall immediately cease and terminate any existing discussions, conversations, negotiations and other communications with any Persons currently conducted with respect to any of the foregoing, and notify Mako regarding any contact between Sailfish or any of Sailfish's Representatives and any Person regarding any such offer, proposal or inquiry.

6.6 Tax Matters

(a) Tax Characterization. Each of the Parties acknowledge and agree that, for United States federal, and applicable state and local, income Tax purposes, Mako US's acquisition of Beneficial Ownership and Property Control on the First Closing Date shall be treated as a purchase of the Company Assets by Mako US from Mt. Hamilton Holdings LLC.

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(b) Tax Allocation. Sailfish shall cause to be provided to Mako US and Mako Mt. Hamilton Holding LLC's proposed allocation of the purchase price for the Company Interests (plus any assumed liabilities and other relevant items treated as having been paid for the Company Interests) paid by Sailfish, as nominee, agent and bare trustee for Mako US, among Company Assets based on the relative fair market values of such Company Assets (the "Allocation") within 120 days following the Second Closing Date, and Mako US and/or Mako shall respond within 90 days of receipt, providing either (i) its acceptance of such proposed Allocation or (ii) any objections, in which case Mako US and Mako shall also provide its determination of the Allocation and other applicable items. The Allocation shall be revised from time to time, in a manner consistent with the residual method under Section 1060 of the Code, to take into account any increase or decrease to the purchase price on account of any adjustment. Sailfish shall, and shall cause Mt. Hamilton Holding LLC to cooperate with Mako US and/or Mako, as applicable, in preparing, signing and filing all income and other Tax Returns relating to the purchase and sale of the Company Interests.

(c) Tax Returns. In the case of any taxable period that includes (but does not end on) the Second Closing Date (a "Straddle Period"), Mako US shall prepare or cause to be prepared, and file or cause to be filed, any Tax Returns of the Company for such Tax periods ("Straddle Tax Returns") in a manner consistent with past practice and methods unless otherwise required by applicable Law. Mako US shall provide a copy of each such Tax Return to Sailfish for review and comment no later than 30 days prior to the deadline for filing each such Tax Return, taking into account all applicable extensions, and shall in good faith take into account such changes to each such Tax Return as may be reasonably requested by Sailfish. Mako US, as holder of the Beneficial Interest and Property Control, shall be responsible for all Taxes associated with the Company whether or not such Taxes are directly borne by the Company.

(d) Tax Notices. If, after the Second Closing Date, any of Mako US, Mako or the Company receives any notice, letter, correspondence, claim or decree from any Tax Authority relating to any Taxes or Tax Returns for which Sailfish may be responsible (including pursuant to this Agreement) (a "Tax Notice"), Mako US or Mako shall, and shall cause the Company to, deliver, within 10 days of receipt by Mako US and/or Mako, such Tax Notice to Sailfish. The failure of Mako US and/or Mako to provide notice as described above shall not affect the obligations of Mako US and/or Mako under this Agreement, except to the extent Sailfish is prejudiced by their failure to provide the requisite notice.

(e) Transfer Taxes. Mako US shall pay in a timely manner 100% of all local, foreign or other excise, sales, use, value added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar taxes and fees incurred in connection with or, as a result of the execution of, this Agreement, or the consummation of the transactions contemplated hereby, together with any inflation adjustment, interest, additions or penalties with respect thereto and any inflation adjustment or interest with respect to such additions or penalties ("Transfer Taxes"). Mako US shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns or other documentation with respect to such Transfer Taxes, and Sailfish shall cooperate in preparation and filing such documents upon Mako US's reasonable request.

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6.7 Specific Performance

The Parties agree that irreparable harm may occur, for which Damages may not be an adequate remedy at Law, in the event that any of the covenants or agreements of the Parties in this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of any covenant or agreement of this Agreement by a Party, the other applicable Party shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief, specific performance or other equitable relief. Each Party agrees not to object or raise any objection to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law, or to prevent or restrain breaches or threatened breaches of this Agreement by any other Party, and to specifically enforce the terms of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, this Agreement. Such remedies shall not be the exclusive remedies for any breach or threatened breach of any covenant or agreement of this Agreement, but shall be in addition to all other remedies that may be available at Law or equity to each of the Parties and, in the event that injunctive relief, specific performance or other applicable equitable remedy is not available from a court of competent jurisdiction, Damages may be sought by any Party in accordance with the terms of this Agreement.

6.8 Reclamation Bonds

(a) Following the Closing, each Party shall use its commercially reasonable efforts to cooperate with and assist the other Party in effecting the transfer or substitution of such guarantees, letters of credit, bonds, security deposits or other surety obligations and evidence of financial capacity, in each case acceptable to the relevant Governmental Body, as may be necessary to transfer or substitute, as applicable, the Reclamation Bonds (the "Replacement Bonds"), and the procurement of the Replacement Bonds by Mako US.

(b) Within 90 days after the Second Closing, Mako US shall deliver to the applicable Governmental Body duly executed Replacement Bonds, and Mako US shall use its commercially reasonable efforts to cause such agencies to fully and unconditionally Mako and its Affiliates from all obligations relating to the Reclamation Bonds and any liabilities related thereto.

ARTICLE 7
TERMINATION

7.1 Termination Rights

This Agreement may be terminated by notice in writing given at or prior to the Time of Closing:

(a) by mutual written consent of the Parties;

(b) by Mako US and Mako, by written notice to Sailfish, if:

(i) any of the conditions in Section 5.7 or Section 5.8 have not been satisfied or waived by the Outside Date, except that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available if the failure of such condition to be satisfied was caused by or resulted from Mako US's or Mako's failure to perform, comply with or fulfill any of its obligations or covenants in this Agreement to be performed, complied with or fulfilled prior to the Second Closing, or breach of any of its representations and warranties in this Agreement,

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(c) by Sailfish, by written notice to Mako US and Mako, if:

(i) any of the conditions in Section 5.7 or Section 5.9 have not been satisfied or waived by the Outside Date, except that the right to terminate this Agreement under this Section 7.1(c)(i) shall not be available if the failure of such condition to be satisfied was caused by or resulted from Sailfish's failure to perform, comply with or fulfill any of its obligations or covenants in this Agreement to be performed, complied with or fulfilled prior to the Second Closing, or breach of any of its representations and warranties in this Agreement;

(d) by Mako US and Mako or Sailfish in the event that (i) there shall be any Law that makes the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Body shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement, and such Order shall have become final and non-appealable; or

(e) by Mako or Sailfish in the event that either Sailfish or Mako, following the use of commercial best efforts to do so, fails to obtain the required shareholder and/or regulatory approvals to close the transfer of the Registered Ownership from Sailfish to Mako, which event shall trigger Fallback Sale. 

7.2 Termination Procedure

(a) If this Agreement is terminated pursuant to Section 7.1:

(i) all information, documents or other materials received by Sailfish from Mako US and/or Mako, or by Mako US and/or Mako from Sailfish shall be treated as Confidential Information;

(ii) any filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the Governmental Body or other Person to which made; and

(iii) the obligations provided for in this Section 7.2(a) shall survive any such termination.

(b) If this Agreement is terminated pursuant to Section 7.1(a), this Agreement shall after such termination have no further force and effect and there shall be no liability or obligation hereunder on the part of either Party except that:

(i) this Article 7, Section 6.4(a), Section 6.7 and Article 8 shall survive such termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof; and

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(ii) nothing in this Article 7 will relieve any Party from liability for willful breaches of this Agreement.

(c) If this Agreement is terminated pursuant to Section 7.1(e) (a "Fallback Sale"):

(i) Mako US and Mako irrevocably directs Sailfish, as its nominee, agent and bare trustee, to transfer the entirety of the Company Interests to Wexford, or a United States subsidiary of Wexford, upon satisfaction of the purchase price therefor payable by Wexford or its United States subsidiary to Mako US equal to the $40,000,000 principal, plus any interest and other amounts outstanding under the Wexford Credit Agreement (the "Fallback Purchase Price");

(ii) Mako US and Mako shall jointly direct Wexford, or its United States subsidiary as applicable, to pay that portion of the aggregate Fallback Purchase Price to Sailfish in full satisfaction of their respective repayment obligations to Sailfish, being (A) the repayment by Mako to Sailfish of the Stream Purchase Amount (the "Stream Repayment"), and (B) the repayment by Mako US to Sailfish of the Royalty Purchase Amount (the "Royalty Repayment"), and Sailfish shall irrevocably accept such respective payments in full and final satisfaction of (A) all Mako's obligations under the Gold Purchase Agreement, and (B) all Mako US's obligations (as well as Mako's obligations as guarantor) under the Royalty Agreement, and each such agreement shall automatically terminate and be rescinded, ab initio, and have no further force or effect under the terms thereof;

(iii) that portion of the Fallback Purchase Price paid to Sailfish that exceeds the amount of the Stream Repayment and the Royalty Repayment shall represent the fee payable to Sailfish for acting as nominee, agent and bare trustee for and on behalf of Mako US under the terms of this Agreement (the "Agency Fee"), and Sailfish shall irrevocably accept such payment in full and final satisfaction of all obligations of Mako and  Mako US, as applicable, to Sailfish in respect of its role as nominee, agent and bare trustee for and on behalf of Mako US under the terms of this Agreement;

(iv) immediately after the conclusion of step (iii) above, Sailfish shall cease to act as nominee, agent and bare trustee for and on behalf of Mako US;

(v) Sailfish shall use the aggregate amount of the Stream Repayment, the Royalty Repayment and the Agency Fee to set-off all amounts owing by Sailfish to Wexford and the Lenders under the Wexford Credit Agreement in full and final satisfaction of all Sailfish's obligations under the terms of the Wexford Credit Agreement; and

(vi) each of the Parties will execute any and all necessary instruments, certificates, directions, agreements and other documents as may be reasonably required to effect the foregoing,

and the parties agree to act expeditiously to complete each of the above-noted steps promptly upon notice by either party that it has failed to obtain the requisite shareholder and/or regulatory approvals to close the transfer of the Registered Ownership from Sailfish to Mako, and the Fallback Sale shall be completed as soon as reasonably practicable.

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ARTICLE 8
SURVIVAL AND INDEMNIFICATION

8.1 Survival of Representations, Warranties and Covenants of Sailfish

The representations and warranties of Sailfish contained in this Agreement shall survive the Second Closing until the date that is 24 months following the Second Closing Date and, notwithstanding the Second Closing, shall continue in full force and effect for the benefit of Mako during such period, except that:

(a) the Sailfish Fundamental Representations shall survive and continue in full force and effect until the expiration of applicable limitation periods imposed by applicable Law; and

(b) a Claim for any breach of any of the representations and warranties of Sailfish contained in this Agreement involving fraud, willful misconduct or intentional misrepresentation may be made at any time following the Second Closing Date.

Each covenant, obligation or agreement of Sailfish which, by its terms, contemplates performance, in whole or in part, after the Second Closing, shall survive the Second Closing until the full performance of such covenant, obligation or agreement.

8.2 Survival of Representations, Warranties and Covenants of Mako US and Mako

The representations and warranties of Mako US and Mako contained in this Agreement shall survive the Second Closing until the date that is 24 months following the Second Closing Date and, notwithstanding the Second Closing, shall continue in full force and effect for the benefit of Sailfish during such period, except that:

(a) the Mako Fundamental Representations shall survive and continue in full force and effect until the expiration of applicable limitation periods imposed by applicable Law; and

(b) a Claim for any breach of any of the representations and warranties of Mako US and/or Mako contained in this Agreement involving fraud, willful misconduct or intentional misrepresentation may be made at any time following the Second Closing Date.

Each covenant, obligation or agreement of Mako US and/or Mako which, by its terms, contemplates performance, in whole or in part, after the Second Closing, shall survive the Second Closing until the full performance of such covenant, obligation or agreement.

8.3 Indemnification by Seller

Subject to the limitations set out elsewhere in this Article 8, Sailfish shall indemnify and save harmless each of Mako US and Mako from and against all Damages suffered or incurred by Mako US and/or Mako as a result of, or arising directly or indirectly out of, or in connection with:

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(a) any inaccuracy or breach by Sailfish of any representation or warranty of Sailfish contained in this Agreement; and

(b) any breach or non-performance by Sailfish of any covenant contained in this Agreement.

8.4 Indemnification by Mako US and/or Mako

Subject to the limitations set out elsewhere in this Article 8, Mako US and Mako shall indemnify and save harmless Sailfish from and against all Damages suffered or incurred by Sailfish as a result of or arising directly or indirectly out of or in connection with:

(a) any inaccuracy or breach by Mako US and/or Mako of any representation or warranty of Mako US and/or Mako, respectively, contained in this Agreement; and

(b) any breach or non-performance by Mako US and/or Mako, respectively, of any covenant contained in this Agreement;

(c) Sailfish, as nominee, agent and bare trustee, holding the Registered Ownership during the Interim Period; and

(d) Sailfish, as nominee, agent and bare trustee, taking any such action as directed by Mako US and/or Mako.

8.5 Limitations on Indemnification

(a) Notice of any Claim under this Article 8 based on any inaccuracy or breach of a representation or warranty must be given prior to the expiration of the applicable survival period related to the representation and warranty as set forth in Section 8.1 or 8.2, as the case may be, and any Claim not made within such period shall be of no force or effect and shall not give rise to any obligation of the Indemnifying Party to indemnify or save harmless any Indemnified Party. Notwithstanding the foregoing, if, before the close of business on the last day of the applicable claims period set forth above, an Indemnifying Party shall have been notified in writing of a Claim for indemnity under this Agreement in accordance with the terms of this Agreement, and such Claim shall not have been finally resolved or disposed of at such date, such Claim shall continue to survive and shall remain a basis for indemnity under this Agreement until such Claim is finally resolved or disposed of in accordance with the terms of this Agreement.

(b) No Damages may be recovered from any Indemnifying Party for indemnification with respect to Claims under Section 8.3(a) or Section 8.4(a), as the case may be, unless and until the accumulated aggregate amount of Damages of the Indemnified Parties, arising pursuant to Section 8.3(a) or Section 8.4(a), as the case may be, exceeds $100,000 (the "Basket") in which event the accumulated aggregate amount of all such Damages may be recovered up to the Indemnification Cap. The aggregate amount that all Indemnified Parties under Section 8.3 or Section 8.4, as the case may be, shall be entitled to claim under the indemnities contained in Section 8.3(a) or Section 8.4(a), as the case may be, shall not, in the aggregate, exceed $6,000,000 (the "Indemnification Cap"); provided that, solely in cases of breaches of the Sailfish Fundamental Representations, the Mako Fundamental Representations or Claims involving fraud, gross negligence or wilful misconduct, the Basket shall not apply and the Indemnification Cap will be increased up to, but in no event in excess of, the Stream and Royalty Purchase Amount.

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(c) If an Indemnified Party receives insurance proceeds with respect to a Claim for which such Indemnified Party has been indemnified pursuant to this Article 8, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the lesser of:

(i) the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Article 8 with respect to such Claim; and

(ii) the amount of the insurance proceeds received by the Indemnified Party with respect to such Claim (net of any costs of collection and retrospective premium adjustments, premium increases and similar charges actually paid by the Indemnified Party to the applicable insurer(s) to the extent that such costs and other charges relate to such Claim).

8.6 Notice of Claim

(a) A Party that may be entitled to make a claim for indemnification (an "Indemnification Claim") under this Agreement (the "Indemnified Party") shall give written notification to each other Party (each the "Indemnifying Party") of such Indemnification Claim (a "Notice of Claim") promptly upon becoming aware of the Indemnification Claim, but in no event later than the relevant date, if any, specified in Section 8.1 or 8.2, as the case may be. The Notice of Claim shall specify whether the Indemnification Claim arises as a result of a Claim by a third party against the Indemnified Party (a "Third Party Claim") or whether the Indemnification Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity, to the extent that the information is available, the factual basis for the Indemnification Claim and the amount of the Indemnification Claim.

(b) If an Indemnified Party fails to provide the Indemnifying Party with a Notice of Claim promptly as required by Section 8.6(a), the Indemnifying Party shall be relieved of the obligation to pay damages to the extent it can show that it was materially prejudiced in its defence of the Indemnification Claim or in proceeding against a third party who would have been liable to it but for the fact of the delay, but the failure to provide such Notice of Claim promptly shall not otherwise release the Indemnifying Party from its obligations under this Article 8.

(c) If the date by which a Notice of Claim must be given as set out in Section 8.1 or 8.2, as applicable, in respect of a breach of representation and warranty has passed without any Notice of Claim having been given to the Indemnifying Party, then the related Claim shall be forever extinguished, notwithstanding that by the date specified in Section 8.1 or 8.2, as applicable, the Indemnified Party did not know, and in the exercise of reasonable care could not have known, of the existence of the Indemnification Claim.

8.7 Direct Claims

With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Indemnification Claim, the Indemnifying Party shall have 45 days to make such investigation of the Indemnification Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Indemnification Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties agree at or prior to the expiration of such 45-day period (or any mutually agreed upon extension of such period) to the validity and amount of such Indemnification Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Indemnification Claim, failing which the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

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8.8 Third Party Claims

(a) Subject to Section 8.8(d), upon receiving a Notice of Claim, the Indemnifying Party may participate in the investigation and defence of the Third Party Claim, and may also elect to assume the investigation and defence of the Third Party Claim with counsel satisfactory to the Indemnified Party, acting reasonably; provided that the Indemnifying Party shall not have the right to assume such investigation and defense, and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the Third Party Claim involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party shall cooperate in good faith in any such defense. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof.

(b) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within 20 days of the Indemnifying Party's receipt of the Notice of Claim.

(c) Subject to Section 8.8(d), if the Indemnifying Party assumes the investigation and defence of a Third Party Claim:

(i) the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim;

(ii) the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and

(iii) if the Indemnifying Party thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such defense and the Indemnifying party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.

(d) Where the named parties to any Third Party Claim include the Indemnified Party as well as the Indemnifying Party and the Indemnified Party determines in good faith, based on advice from its legal counsel, that joint representation would be inappropriate due to the actual or potential differing interests between them or there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and the Indemnified Party notifies the Indemnifying Party in writing that it elects to retain separate counsel, the Indemnifying Party shall not have the right to assume the defence of such Third Party Claim on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel of the Indemnified Party.

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(e) If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party will not be bound by any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed).

(f) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of a Third Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, unless:

(i) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement and the Indemnifying Party agrees to timely pay such amount in full;

(ii) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim; and

(iii) in the case of a Third Party Claim related to Taxes, the terms of the compromise or settlement would not reasonably be expected to cause a material increase in the Tax liability of the Indemnified Party and its affiliates for a taxable period ending after the Second Closing Date.

8.9 Materiality

For the sole purpose of calculating the amount of any Damages that are the subject of a Claim for indemnification under Section 8.3(a) or Section 8.4(a) (and not for determining whether or not any breaches of representations or warranties have occurred), any reference to "materiality", "Material Adverse Effect", or other similar qualification or limitation in any representation or warranty applicable to such Claim will be disregarded.

8.10 Right to Recovery and Offset

No amounts will be payable pursuant to any Claim pursuant to this Article 8 unless and until the earlier of such time as such amounts have been (a) agreed to in writing by the Indemnifying Party, or (b) finally adjudicated to be payable and non-appealable by a court of competent jurisdiction. Once an ascertained amount of any Damages is agreed to by the Indemnifying Party, or finally adjudicated to be payable and non-appealable by a court of competent jurisdiction, as the case may be, pursuant to this Article 8, the Indemnifying Party will satisfy its obligations within five Business Days of such written agreement of the Indemnifying Party or final, non-appealable adjudication, as the case may be, by wire transfer of immediately available funds.

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8.11 Duty to Mitigate

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to take reasonable steps to mitigate any loss which it may suffer or incur by reason of the breach or failure to perform of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall take all reasonable steps to enforce such recovery, settlement or payment and the amount of any Damages of the Indemnified Party will be reduced by the amount actually recovered by the Indemnified Party (net of collection expenses).

8.12 Adjustment to Purchase Price

Any payment made by Sailfish as an Indemnifying Party to Mako US and/or Mako pursuant to Article 8 will constitute a dollar-for-dollar decrease in the Stream and NSR Payment Amount, and any payment made by Mako US and/or Mako as an Indemnifying Party to Sailfish pursuant to Article 8 will constitute a dollar-for-dollar increase in the Stream and NSR Payment Amount.

8.13 Exclusivity

Except as provided in Section 8.11, neither Party may make any Claim for Damages in respect of this Agreement, or in respect of any breach or termination of this Agreement, against the other Party except by making a Claim pursuant to and in accordance with Article 8. The provisions of this Section 8.13 and Article 8 shall survive the termination of this Agreement.

ARTICLE 9
MISCELLANEOUS

9.1 Notices

(a) Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered in person, transmitted by email or similar means of recorded electronic communication or sent by registered mail or commercial delivery service, charges prepaid, addressed as follows:

(i) if to Sailfish:

Sailfish Royalty Corp.
Sea Meadow House, P.O. Box 116 Road Town,
Tortola British Virgin Islands VG1110

Attention: [REDACTED]
Email: [REDACTED]

(ii) if to Mako US and/or Mako:

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Mako Mining Corp.
838 West Hasting Street, Suite 700
Vancouver, British Columbia V6C 0A6

Attention: [REDACTED]
Email: [REDACTED]

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed or delivered, on the third Business Day following the date of mailing or the date of deposit with the delivery service; provided, however, that if at the time of mailing or within three Business Days after the date of mailing, there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication under this Agreement shall be delivered or transmitted by means of recorded electronic communication as provided in this Section 9.1.

(c) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 9.1.

9.2 Further Assurances

Each Party shall, upon any reasonable request of another Party, promptly do, execute, deliver or cause to be done, executed and delivered, at the expense of the requesting Party, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

9.3 Time of the Essence

Time is of the essence in this Agreement.

9.4 Expenses

Except as otherwise expressly provided in this Agreement, each Party shall pay for its own costs and expenses incurred in connection with this Agreement and any transactions contemplated by this Agreement. The fees and expenses referred to in this Section 9.4 are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, financial advisors and accountants.

9.5 Amendments

No amendment of this Agreement shall be binding on any Party unless consented to in writing by all Parties.

9.6 Waiver

No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar) of this Agreement. No waiver shall be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement shall not operate as a waiver of that right. A single or partial exercise of any right shall not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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9.7 Entire Agreement

This Agreement, the Gold Purchase Agreement and the Royalty Agreement  constitute the entire agreement of the Parties with respect to the transactions contemplated by this Agreement, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions, including the Term Sheet. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set out in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

9.8 Assignment

(a) Subject to Section 9.8(b), no Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Parties.

(b) Either Mako and/or Mako US may assign this Agreement to a wholly-owned Affiliate (a "Permitted Transferee") without the consent of Sailfish, provided that:

(i) Mako US and/or Mako provides notice to Sailfish of the assignment to the Permitted Transferee at least five (5) Business Days prior to the Second Closing Date;

(ii) Mako US and/or Mako causes the Permitted Transferee to assume, and the Permitted Transferee assumes, all of Mako's covenants, obligations and liabilities under this Agreement;

(iii) the assignment to the Permitted Transferee shall not relieve Mako US and/or Mako of its obligations under this Agreement and Mako shall remain fully liable for the performance of this Agreement by the Permitted Transferee; and

(iv) Mako US and/or Mako causes the Permitted Transferee to enter into an assignment and assumption agreement reflecting (ii) and (iii). 

9.9 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors and permitted assigns.

9.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

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9.11 Governing Law

This Agreement is governed by and shall be interpreted and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

9.12 Counterparts

This Agreement may be executed by the Parties in any number of counterparts, each of which is deemed to be an original, and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page by email or other electronic means (including via DocuSign) shall be as effective as delivery of a manually executed counterpart of this Agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first written above.

  MAKO US CORP.
     
     
  signed “Ezequiel Sirotinsky”
  Name: Ezequiel Sirotinsky
  Title: Chief Financial Officer
     
     
  MAKO MINING CORP.
     
     
  by signed “Ezequiel Sirotinsky”
    Name: Ezequiel Sirotinsky
    Title:    Chief Financial Officer and
    Corporate Secretary
     
     
  SAILFISH ROYALTY CORP.
     
     
  by signed “Paolo Lostritto”
    Name: Paolo Lostritto
    Title:    Chief Executive Officer


ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT dated as of November 26, 2025.

AMONG:

MAKO MINING CORP., a corporation organized and subsisting under the laws of British Columbia as registration number C0808405

(the "Guarantor")

AND:

MAKO US CORP., a corporation existing under the laws of Arizona

(the "Owner")

AND:

SAILFISH ROYALTY CORP., a corporation organized and subsisting under the laws of the British Virgin Islands

(the "Royalty Holder")

WHEREAS the Guarantor agreed to grant to the Royalty Holder, for a value of $7,000,000, a net smelter return royalty on the production of metals and minerals from the Mt. Hamilton Project located in Nevada, USA (the "Property"), on the terms set out in this Royalty Agreement;

AND WHEREAS the Guarantor has assigned the net smelter return royalty to the Owner as and by way of and as part of a capital contribution;

AND WHEREAS for expediency and given that the Guarantor is to act as a guarantor pursuant to the provisions of this Agreement, by instrument in writing the Guarantor has directed the Owner to execute and deliver this Agreement as the royalty payor (which has resulted from the completion of the capital contribution referred to above);

AND WHEREAS the Guarantor is willing to execute and deliver this Agreement to provide a guarantee to and in favour of the Royalty Holder with respect to the covenants, obligations and indemnifications of the Owner as herein provided;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties hereto, it is agreed as follows:

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1. DEFINITIONS

Unless the context otherwise requires, in this Royalty Agreement:

"Abandoned Property Claims" has the meaning given in Section 18(c);

"Affiliate" means any person which directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes of the preceding sentence, "control" means, in relation to any person, possession, directly or indirectly, of the power to direct or cause direction of management and policies of that person through ownership of voting securities, contract, voting trust or otherwise;

"Allowable Deductions" means for any Quarter, all costs, charges and expenses paid or incurred by the Owner during that Quarter for or with respect to Products comprising:

(i) charges for third party treatment in the smelting and refining (including processing, provisional settlement fees, weighing, sampling, assaying and umpire fees and treatment, penalties, including without limitation, metal losses, insurance and storage fees and other processor deductions), but excluding costs of mining, on site processing and on site refining and concentrating;

(ii) all costs, expenses and charges  relating to transportation (including insurance, packing, shipping, freight, handling, loading, port, demurrage, security, delay and forwarding expenses) of the Products, to a mill or other place of ore treatment and to a smelter or refinery; and

(iii) non-refundable sales, production, extraction, use, gross receipts, severance, excise, export, import, government royalties, and ad valorem taxes and without duplication, other taxes, custom duties, governmental royalties and other governmental charges if any, payable by the Owner or its Affiliates with respect to the existence, severance, production, removal, sale, import, export, transportation, or disposition of ore, concentrates, doré or refined gold produced from the Property, but all of the foregoing shall specifically exclude taxes based on net or gross income and like taxes, the value of the Property and any value added or other taxes that are recoverable by the Owner or its Affiliates;

provided that whether Products are processed on or off the Property in a facility wholly or partially owned by the Owner or its Affiliates, Allowable Deductions will not include any costs that are in excess of those which would be incurred on an arm's length basis or which would not be Allowable Deductions if those Products were processed by an independent third Person;

"Applicable Laws" means any international, federal, state, provincial, territorial, local or municipal law, regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority or stock exchange, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, business or operations;

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"Average Spot Price" for any Quarter means:

(i) in respect of gold, the arithmetic mean of the London AM and PM Price Fix for each day of the Quarter on which the London Bullion Market Association fixes a spot price per troy ounce of gold as published in Metal Bulletin or any successor publication;

(ii) in respect of silver, the arithmetic mean of the LBMA Silver Price for each day of the Quarter on which the London Bullion Market Association fixes a spot price per troy ounce of silver as published in Metal Bulletin or any successor publication;

(iii) in respect of other precious metals, the arithmetic mean of the price of metal published in the Metal Bulletin or any successor publication, for each day of the Quarter on which the price of the precious metal is quoted;

(iv) in respect of copper, the arithmetic mean of the LME Grade A Cash Settlement Price for copper as published in Metal Bulletin or any successor publication, for each Business Day of the Quarter; and

(v) in respect of any other Mineral, the arithmetic mean of the price of such Mineral for each Business Day of the Quarter, where such price is arrived at using global industry standards for establishing the average spot price of any other such Mineral as published in Metal Bulletin or any successor publication;

"Business Day" means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made;

"Books and Records" means all scientific and technical, financial, accounting, business, tax ‎information, records and files, in any form whatsoever (including written, printed or ‎electronic form or stored on computer discs or other data and software storage devices) ‎related to the Royalty, including regulatory filings and returns, books of account and ‎related original source documentation, actuarial, tax and accounting information, ‎geological and metallurgical data, drill hole logs, cross sections and assay results, ‎reports, files, lists, drawings, plans, logs, briefs, computer program documentation, deeds, certificates, contracts, surveys, title and legal ‎opinions, records of payment, and asset documentation;‎

"Confidential Information" has the meaning given in Section 29(a);

"Deed" has the meaning given in Section3(c);

"Encumbrance" means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, option, right of pre-emption, privilege or any matter capable of registration against title or any contract to create any of the foregoing;

"Gold Stream Agreement" means the Gold Purchase Agreement between the Guarantor and the Royalty Holder dated as of the date hereof;

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"Governmental Authority" means any foreign, domestic, national, federal, provincial, territorial, state, regional, municipal or local government or authority, quasi government authority, fiscal or judicial body, government or self-regulatory organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing;

"Gross Proceeds" means, in respect of a Quarter the aggregate of:

(i) the gross proceeds that are actually received by the Owner or its Affiliates from the sale (whether immediate or for future delivery) during the  Quarter from the sale or other disposition of all Product extracted from the Property Claims;

(ii) the fair market value of all Product sold or otherwise distributed by the Owner or its Affiliates to persons not dealing at arm's length with the Owner or its Affiliates, as applicable; and

(iii) if there is a Loss of Product, the insurance proceeds received by Owner or its Affiliates during the expired Quarter in respect of such Loss;

"Hedging Transactions" has the meaning given in Section 14;

"Loss" means an insured loss of or damage to Product, whether or not occurring on or off the Property Claims;

"Losses" means all claims, demands, proceedings, fines, losses, damages, liabilities, obligations, deficiencies, costs and expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties, judgment and amounts paid in settlement of any demand, action, suit, proceeding, assessment, judgment or settlement or compromise), including any Taxes payable in respect thereof in connection with or in respect of any breach or default of this Agreement by the other Parties and, in the case of the Royalty Holder, loss of profits, loss of revenue or losses attributable to the failure of Owner or the Guarantor to perform its obligations under this Agreement;

"Mineral Processing Facility" means, collectively, at any time and from time to time, any ore concentrator, mill, smelter, refinery or other mineral processing facility used to process ore from the Property Claims;

"Mineral Rights" means patented and unpatented mining claims, prospecting licences, tenements, exploration licences, mining leases, mining licences, mineral concessions and claims and other forms of mineral tenure or other rights to minerals or to work upon lands for the purpose of searching for, developing or extracting minerals under any form of mineral title recognized under applicable law whether contractual, statutory or otherwise;

"Minerals" means any and all economic, marketable metal bearing material, such as ore in whatever form or state, including but not limited to gold, silver, platinum, palladium, copper, molybdenum, zinc, nickel, iron, lead, cobalt, titanium, uranium, coal, hydrocarbons and any "mineral resource" as that term is defined from time to time in the Income Tax Act (Canada);

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"Net Smelter Returns" means the Gross Proceeds less Allowable Deductions;

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects, or any successor instrument, rule or policy;

"Notice" or "notice" has the meaning given in Section 30(a);

"Obligations" has the meaning given in in Section 7.3;

"Other Locations" has the meaning given in Section 16;

"Other Owner" has the meaning given in Section 16;

"Other Rights" means any interest in real property, whether freehold, leasehold, license, right of way, easement, any other surface or other right in relation to real property, and any right, licence or permit in relation to the use or diversion of water, but excluding any Mineral Rights;

"Parties" means the Royalty Holder, the Guarantor and the Owner;

"Party" means the Royalty Holder, the Guarantor or the Owner, as the context requires;

"Penalty" or "Penalties" means a charge or charges made by a refinery, smelter or other third party processing facility, in addition to normal refining costs, for removing from the Product Minerals or other substances which are deleterious to the smelting and refining processes or where the cost of the removal exceeds the value of those Minerals or other substances;

"Prime Rate" means, at any particular time, the prime business rate of the Bank of Canada;

"Product" means all Minerals extracted for use or commercial sale which is produced or extracted by or on behalf of the Owner or its Affiliates from the Property Claims (whether in concentrate, doré and other mineral products in whatever form, metals or minerals which are derived therefrom, whether so derived on or off the Property Claims or otherwise);

"Property Claims" or the "Property" means the mineral concessions set out in Schedule A;

"Purchase and Sale Agreement" means the purchase and sale agreement dated November 26, 2025 among the Owner, the Guarantor and the Royalty Holder;

"Purchase and Sale Agreement Closing Date" means the date the Royalty Holder assigns and transfers 100% of the registered legal ownership of the membership interests in Mt. Hamilton LLC to the Owner in accordance with the terms of the Purchase and Sale Agreement;

"Quarter" means a period of three calendar months ending on March 31, June 30, September 30, or December 31 and "Quarterly" has a corresponding meaning;

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"Relinquishment Event" has the meaning given in Section 18(c);

"Reserves" means proven and probable reserves as defined and incorporated under NI 43-101;

"Resources" means measured, indicated and inferred resources as defined and incorporated under NI 43-101;

"Royalty Agreement" means this document including any schedule, exhibit or appendix to it;

"Royalty" means the percentage of the Net Smelter Returns to which the Royalty Holder is entitled under Section 2;

"Royalty Records" means the books, accounts and records maintained by or on behalf of Owner and its Affiliates, showing reasonable detail in relation to:

(i) the quantity of Products sold in each Quarter or for which insurance proceeds have been received in the Quarter;

(ii) the calculation of each component of the Royalty for each Quarter;

(iii) the payment of the Royalty in each Quarter; and

(iv) where there is any co-mingling in a Quarter of Products with materials extracted from land outside the boundaries of the Property Claims, the measures, moistures and assays of the Minerals and substances in the Products extracted and recovered from the Property Claims prior to the co-mingling;

"Royalty Statement" has the meaning given in Section 4(c);

"Sale" means a sale or other disposition of Product by or on behalf of Owner or its Affiliates;

"Subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a Subsidiary;

"Tax" or "Taxes" means all taxes, assessments and other charges, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any Governmental Authority, which taxes shall include all income or profits taxes (including federal, provincial, and state income taxes), non-resident withholding taxes, sales and use taxes, branch profit taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, property taxes, asset transfer taxes, and other charges and obligations of the same or of a similar nature to any of the foregoing; and

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"Transfer" when used as a verb, means to sell, grant, assign, encumber, hypothecate, pledge or otherwise dispose of or commit to dispose of, directly or indirectly, including through mergers, arrangements, amalgamations, consolidations, asset sales or spin-out transactions.  When used as a noun, "Transfer" means a sale, grant, assignment, pledge or disposal or the commitment to do any of the foregoing, directly or indirectly, including through mergers, arrangements, amalgamations, consolidations, asset sale or spin-out transaction.

2. GRANT OF ROYALTY

The Owner agrees to grant on the Second Closing Date (as defined in the Purchase and Sale Agreement),  for a value of $7,000,000, and agrees to pay to the Royalty Holder a royalty equal to 2% of the Net Smelter Returns in respect of the Property Claims, on the terms and conditions specified in this Royalty Agreement.

3. TERM

(a) As and when the obligation to pay the Royalty commences, the Royalty shall exist in perpetuity. The Royalty shall not be terminated by reason of the suspension of operations or closure of any mine or mining operations on the Property Claims. The Owner and the Royalty Holder agree that the Royalty shall run with and bind to the title of the Property Claims, as applicable. 

(b) This Agreement shall automatically terminate and be of no further force and effect upon termination of the Purchase and Sale Agreement pursuant to section 7.1(e) thereof.

(c) On or before the Purchase and Sale Agreement Closing Date, the Parties agree to execute, deliver and file, as applicable, a notarized deed of trust encumbering the Property in respect of this Agreement (a "Deed"), a Declaration of Value, and any other documents in connection therewith.

4. PAYMENTS

(a) The obligation to pay the Royalty will commence upon the termination of the Gold Stream Agreement.

(b) The Royalty will be due and payable Quarterly 45 days following the end of the Quarter in which the Royalty accrued.

(c) Royalty payments will be accompanied by a statement (a "Royalty Statement") showing in reasonable detail:

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(i) the quantities and grades of Product sold or deemed sold by the Owner (or its Affiliates) or for which insurance proceeds have been received in the preceding Quarter;

(ii) the Gross Proceeds for the preceding Quarter;

(iii) the applicable Allowable Deductions for the preceding Quarter;

(iv) an estimate of anticipated production from the Property Claims for the following Quarter; and

(v) a statement setting out the Reserves and Resources for the Property Claims and the assumptions used.

5. ROYALTY PAYMENTS AND ADJUSTMENTS

(a) Each Royalty payment will be considered in full satisfaction of all obligations of the Owner with respect to that particular payment, unless the Royalty Holder gives the Owner written notice describing and setting out a specific objection to the determination  of that Royalty payment within twelve months after receipt by the Royalty Holder of the respective Royalty Statement that complies with Section 4(c).

(b) If the Royalty Holder objects to a particular Royalty Statement within the period of twelve months specified in Section 5(a) by providing a notice of objection to the Owner, then the Royalty Holder shall have a period of two months after the Owner's receipt of notice of such objection to have the Royalty Records (including mining and production records) relating to the calculation of the Royalty payment in question audited by a chartered accountant selected by the Royalty Holder. Upon completion of the audit, the Royalty Holder shall ensure that a copy of the report of the auditor is provided to the Owner as soon as practicable.

(c) If an audit conducted in accordance with Section 5(b) determines that there has been a deficiency in the payment made to the Royalty Holder and as long as the Owner has been provided with a copy of the report of the auditor and has not disputed the auditor's findings by giving written notice to the Royalty Holder within 45 Business Days of receiving that report, such deficiency will be resolved by adjusting the next Quarterly Royalty payment due under this Royalty Agreement. If no Royalty is due to be paid in the next Quarter, then settlement will be made between the Parties by cash payment within ten Business Days of the expiration of the period of 45 Business Days referred to above. The Royalty Holder shall pay all costs of such audit unless a deficiency of $5,000 or more of the amount due to the Royalty Holder is determined to exist. The Owner shall pay the costs of such audit if a deficiency of $5,000 or more of the amount due is determined to exist. Failure on the part of the Royalty Holder to make claim on the Owner for adjustment within the period of 12 months specified in Section 5(a) will establish the correctness of the Royalty payment and preclude the making of claims for adjustment of the Royalty payment.

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(d) All Royalty Records shall be kept according to international financial reporting standards.

(e) For the purpose of determining the Gross Proceeds:

(i) all receipts in a currency other than U.S. dollars shall be converted into U.S. dollars on the day of receipt; and

(ii) all disbursements in a currency other than U.S. dollars shall be converted into U.S. dollars at the average rate for the month of disbursement,

all such conversions being determined using the Bank of Canada daily average exchange rate.

(f) For the purpose of determining the Gross Proceeds, if any portion of the minerals, metals or concentrates extracted and derived from the ore mined and removed from the Property are sold to a purchaser owned or controlled by the Owner or treated by a smelter owned or controlled by the Owner, the actual proceeds received shall be deemed to be an amount equal to what could be obtained from a purchaser or a smelter not so owned or controlled in respect of minerals, metals or concentrates, as applicable, of like grade, quality and quantity.

6. INTEREST

If the Owner fails to pay any sum to the Royalty Holder payable by it under or in accordance with this Royalty Agreement then the Owner shall pay interest on that sum from the due date for payment until that sum is paid in full at the rate per annum which is the Prime Rate on the date on which the payment was due calculated daily plus 8%.  The right to require payment of interest under this Section 6 is without prejudice to any other rights the non-defaulting Party may have against the defaulting Party under this Royalty Agreement, at law or in equity.

7. GUARANTOR GUARANTEES AND OTHER COVENANTS

7.1 Guarantee by the Guarantor.

(a) The Guarantor shall cause the Owner to comply with all of its obligations under this Agreement.

(b) The Guarantor unconditionally and irrevocably guarantees and agrees to be jointly and severally liable with the Owner for, the due and punctual performance of all obligations and covenants of the Owner arising under this Agreement, upon the terms and subject to the conditions of this Agreement.

(c) If any obligation is not duly performed by the Owner and is not performed under this Section by the Guarantor for any reason whatsoever, the Guarantor will, as a separate and distinct obligation, indemnify and save harmless the Royalty Holder from and against all Losses resulting from the failure of the Owner to perform such obligations.  If any such obligation is not duly performed by the Owner and is not performed by the Guarantor under this section or the Royalty Holder is not indemnified under the immediately preceding sentence, in each case, for any reason whatsoever, such obligation will, as a separate and distinct obligation, be performed by the Guarantor as primary obligor.

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(d) The liability of the Guarantor under this Article will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any Applicable Law, or any other act, delay, abstention or omission to act of any kind by the Royalty Holder or any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of the Guarantor's obligations hereunder.

(e) The liability of the Guarantor under this Article will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Royalty Holder in connection with any duties, obligations or liabilities of the Owner or the Guarantor to the Royalty Holder.

(f) The Royalty Holder will not be bound or obligated to exhaust its recourse against the Owner or other persons or take any other action before being entitled to demand payment from the Guarantor under the section.

(g) In any claim by the Royalty Holder against the Guarantor under this section, the Guarantor may not claim or assert any set-off, counterclaim, claim or other right that either the Guarantor or the Owner may have against the Royalty Holder, any of its subsidiaries or any directors, employees or officers thereof.

7.2 Covenant Regarding Approvals. The Guarantor and the Owner do hereby jointly and severally covenant and agree that they shall do all such acts and things and they shall not omit to do any acts or things as shall be necessary in order to obtain all necessary approvals as shall be required in order each of them to be able to execute, deliver and perform their respective obligations under this Agreement.

7.3 Waiver. The Guarantor agrees that its obligations under this Section 7 (the "Obligations") are irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and the Guarantor hereby irrevocably waives, any defences to enforcement that it may have (now or in the future) by reason of (a) any illegality, invalidity or unenforceability of any of the Obligations or this Agreement, (b) any taking, substitution, release, impairment, loss in value, amendment, waiver, or non-perfection of any collateral or any other guarantee for the Obligations, (c) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, (d) any change in the name, object, capital, ownership or control or constitution of the Guarantor or the Owner or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Owner or its assets or any resulting restructuring, compromise, release or discharge of any Obligations, (e) the failure of the Royalty Holder to assert any claim or demand or to exercise or enforce any right or remedy under this Agreement or otherwise, or (f) any defence, set-off or counterclaim (other than a defence of payment or performance) that may at any time be available to, or be asserted by the Guarantor against the Royalty Holder.

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8. REPRESENTATIONS AND WARRANTIES OF THE OWNER AND THE GUARANTOR

The Owner and the Guarantor hereby jointly and severally represent and warrant in favour of the Royalty Holder that, as of the date of this Royalty Agreement:

(a) The Owner and the Guarantor are each a corporation or limited liability company, as the case may be, duly incorporated, amalgamated or continued, as the case may be, organized, validly existing and in good standing under the laws of its current governing jurisdiction.

(b) The Owner and the Guarantor have all necessary corporate power and authority to enter into and perform its obligations under this Royalty Agreement

(c) The Owner has all necessary corporate power and authority to own its existing Mineral Rights, and to carry on its business as now conducted and as currently proposed to be conducted.

(d) The Owner and the Guarantor have taken all corporate steps and proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Royalty Agreement.

(e) This Royalty Agreement has been duly executed and delivered by Owner and the Guarantor and constitutes a legal, valid and binding obligation of the Owner and the Guarantor, enforceable in accordance with its terms by the Royalty Holder against the Owner and the Guarantor, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies.

9. ROYALTY HOLDER REPRESENTATIONS AND WARRANTIES

The Royalty Holder represents and warrants in favour of the Owner and the Guarantor that, as of the date of this Royalty Agreement:

(a) The Royalty Holder is a corporation duly incorporated, amalgamated or continued, as the case may be, organized, validly existing and in good standing under the laws of its current governing jurisdiction.

(b) The Royalty Holder has all necessary corporate power and authority to enter into and perform its obligations under this Royalty Agreement and to carry on its business as now conducted and as currently proposed to be conducted.

(c) The Royalty Holder has taken all corporate steps and proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Royalty Agreement.

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(d) This Royalty Agreement has been duly executed and delivered by the Royalty Holder and constitutes a legal, valid and binding obligation of the Royalty Holder enforceable in accordance with its terms by the Owner and the Guarantor against the Royalty Holder, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies.

10. SURVIVAL OF REPRESENTATIONS, WARRANTIES  AND COVENANTS

All representations, warranties, covenants and agreements of the Owner, the Guarantor and the Royalty Holder set forth in this Royalty Agreement shall survive the completion of the transactions herein, notwithstanding any investigation made by or on behalf of the Owner, the Guarantor or the Royalty Holder, respectively, and all such representations, warranties, covenants and agreements of the Owner, the Guarantor and the Royalty Holder shall continue in perpetuity in full force and effect for the benefit of the Owner, the Guarantor and the Royalty Holder, respectively. 

11. AREA OF INTEREST

The Owner and the Guarantor agree with the Royalty Holder that if the Owner, the Guarantor  or any of its Affiliates acquire, by way of staking, any Mineral Rights within three (3) kilometres of the external boundaries of the Mineral Rights comprising the Property Claims, then the Owner and the Guarantor acknowledge and agree that such acquired Mineral Rights will be subject to a royalty on the terms set out in this Royalty Agreement, and will promptly execute any further documentation as may be required by the Royalty Holder, acting reasonably, to evidence such royalty.

12. OPERATIONS ON THE PROPERTY

The Owner will have complete discretion concerning the nature, timing and extent of all exploration, development, mining and other operations conducted on or for the benefit of the Property Claims and may suspend operations and production on the Property Claims at any time it considers prudent or appropriate to do so.  The Owner will owe the Royalty Holder no duty to explore, develop or mine the Property Claims, or to do so at any rate or in any manner other than that which the Owner may determine in its sole and unfettered discretion. For clarity, the Royalty Holder shall not have any contractual rights in connection with the development or operation of any of the operations of the Owner, including without limitation, with regards to the Property Claims.

13. CO-MINGLING

Before any Product is co-mingled with minerals from any properties other than the Property Claims, the Product shall be measured and sampled in accordance with sound mining and metallurgical practices for moisture, metal, and other appropriate content. Representative samples of the Product shall be retained by the Owner and assays (including penalty substances) and other appropriate analyses of these samples shall be made before co-mingling to determine metal, mineral and other appropriate content and penalty substances of the Product. From this information, the Owner shall determine the quantity of the Product subject to the Royalty notwithstanding that the Product has been co-mingled with metals from other properties. The Royalty Holder will not be disadvantaged as a result of the quantity determination. Following the expiration of the period for objections described above in Subsection 5(a) above, and absent timely objection, if any, made by the Royalty Holder, the Owner may dispose of the materials and data required to be kept and produced by this Section.

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14. HEDGING TRANSACTIONS

If the Owner or its Affiliates engages in any hedging or price protection activities, including, but not limited to, forward selling, commodity futures trading, option trading, metals trading, metal loans, stockpiling, speculative arrangement on or off commodity exchanges that may involve any minerals concentrates or metals produced from the Property Claims or any combination thereof, and any other similar transactions (collectively "Hedging Transactions"), then all profits and losses resulting from such Hedging Transactions shall be specifically excluded from calculations of Royalty payments pursuant to this Royalty Agreement and shall be solely for the Owner's account.

15. TAILINGS

All tailings resulting from the operations and activities of the Owner or its Affiliates on the Property Claims shall be the sole and exclusive property of the Owner, but shall be subject to the Royalty if such tailings are produced as a consequence of operations to process ore from the Property Claims or concentrates derived from such ore, are processed in the future and result in the production of Minerals from the Property Claims.

16. STOCKPILING

The Owner shall be entitled to stockpile, store or place Product from the Property Claims in locations outside of the boundaries of the Property Claims (the "Other Locations"); provided, however, the Owner has first obtained a written agreement from each owner (the "Other Owner") of the Other Locations where such Product will be stockpiled, stored or placed, executed by such Other Owner that provides: (i) that the Royalty Holder's rights with respect to the Product pursuant to this Royalty Agreement shall continue in full force and effect with respect to the Product stored at the Other Locations; (ii) that the Royalty Holder's rights with respect to the Product stored at such Other Locations shall have priority over the Other Owner's rights with respect to the Product stored at such Other Locations; and (iii) that the agreement executed by the Other Owner shall not be terminated as long as any Product is stored at the Other Locations.

17. INSPECTIONS

Upon not less than five Business Days' notice to the Owner, the Royalty Holder, or its authorized agents or representatives, may, under the direction and control of the Owner, enter upon all surface and subsurface portions of the Property Claims for the purpose of inspecting the Property Claims, all improvements thereto and operations thereon, and all production records and data pertaining to all production activities and operations on or with respect to the Property Claims, including without limitation, records and data that are electronically maintained. The Royalty Holder, or its authorized agents or representatives, shall enter upon the Property Claims at their own risk and expense and shall not hinder the operations and activities of the Owner or other operators on or relating to the Property Claims.

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18. MAINTENANCE OF CURRENT MINERAL RIGHTS

(a) The Owner shall use commercially reasonable efforts to do all things and make all payments necessary or appropriate to maintain the right, title and interest of the Owner in the Mineral Rights that comprise the Property Claims and to maintain such Mineral Rights in good standing.  The Owner shall pay all Taxes and other payments when due on or with respect to the Property Claims, and shall do all things and make all payments necessary or appropriate to maintain the rights, title and interests of the Royalty Holder in the Property Claims and under this Royalty Agreement.

(b) Notwithstanding the foregoing, the Owner shall be entitled, from time to time, to abandon or surrender or allow to lapse or expire Mineral Rights that comprise the Property Claims or any portion thereof:

(i) if necessary to comply with applicable law, a court order or the requirement of a Governmental Authority; or

(ii) if the Owner determines, acting reasonably, that the portion of such Property Claims is not economically viable or otherwise has insufficient value to warrant continued maintenance, but only if the Owner has first complied with the provisions of Section 18(c). 

(c) If the Owner or the Guarantor shall seek to relinquish, drop, abandon or allow to lapse (the "Relinquishment Event") any of its interest in any part or parts of the Property Claims (the "Abandoned Property Claims") otherwise than in accordance with Section 18(b)(i), then the Owner shall provide the Royalty Holder with a minimum of 45 days prior written notice of such intended Relinquishment Event.  Upon receipt of the said notice, the Royalty Holder shall have a period of ten days within which to advise the Owner in writing that they shall seek to take an assignment of the Abandoned Property Claims on a quitclaim basis for consideration equal to $10.  If the Royalty Holder forwards such written notice to the Owner within the said ten day period, the Owner shall use commercially reasonable efforts, at the Royalty Holder's own sole cost and expense, to assign its interest in the Abandoned Property Claims to the Royalty Holder for the said $10 and to have the Abandoned Property Claims recorded or registered into the name of the Royalty Holder.  If the Royalty Holder does not forward the said written notice to the Owner within the said fifteen day period, then the Owner shall have the right to complete the Relinquishment Event with respect to the applicable Abandoned Property Claims. For certainty, the Royalty Holder agrees that no future Royalty shall be payable by the Owner in respect of any Product extracted or processed (or both) from a part of the Property Claims after a Mineral Right comprising that part of the Property Claims is transferred to the Royalty Holder under this Section 18(c).

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(d) Notwithstanding anything else in this Royalty Agreement to the contrary, the Owner and the Guarantor will not abandon or surrender, or allow to lapse or expire, any of its interest in any part or parts of the Property Claims for the purpose of permitting any third party to acquire such portion of the Property Claims or to otherwise avoid payment of the Royalty, and if the Owner, the Guarantor, or any Affiliate, directly or indirectly acquires any such Abandoned Property Claims within a two year period from the abandonment date, then the calculation of the Royalty pursuant to this Royalty Agreement will include all Product relating to such Abandoned Property Claims.

19. RECORDS, ACCESS AND REPORTING

(a) The Owner shall:

(i) keep true, accurate and complete Books and Records in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board and as amended, supplemented or replaced from time to time to enable the Royalty to be calculated in accordance with this Royalty Agreement;

(ii) permit the Royalty Holder, after it has given reasonable Notice to the Owner, to inspect at the Owner's premises and at all reasonable times and with access to the Owner's relevant personnel, the Owner's Books and Records referred to in Subsection 19(a), and to make and take away with it copies of such Books and Records; and

(iii) permit the Royalty Holder to enter the Property Claims at its own cost and risk for the purpose of inspecting the area and operations in it, provided that the Royalty Holder does not unreasonably hinder the Owner's operations on the Property Claims and complies with the Owner's instructions and directions, including in relation to health and safety and site inductions; provided further that the foregoing site visits shall not occur more than once per year, unless an audit under Section 5(b) shows that the Royalty Holder has been underpaid, in which case the Royalty Holder may conduct site visits at all reasonable times for a period of three years following such audit.

(b) The Parties acknowledge that the Royalty Holder or Affiliates thereof may become subject to NI 43-101.  The Owner hereby covenants that upon written request by the Royalty Holder or an Affiliate thereof, it shall:

(i) provide any and all necessary technical data on the Property Claims as reasonably requested by the Royalty Holder;

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(ii) grant access to the Property Claims to the Royalty Holder, its Affiliates or any representative thereof for personal inspection of the Property Claims; and

(iii) allow any report prepared for the Owner in accordance with NI 43-101 to be used by the Royalty Holder or its Affiliates in any technical report prepared for the Royalty Holder or its Affiliates, on a condition that a "qualified person" (as such term is defined in NI 43-101) engaged by the Royalty Holder is the author of the report prepared for the Royalty Holder or its Affiliates.

20. OWNER ASSIGNMENT

The Owner and the Guarantor may Transfer, in whole or in part: (i) legal or beneficial title in and to the Property Claims; and (ii) their respective rights and obligations under this Agreement so long as the following conditions are satisfied:

(a) the Owner and the Guarantor provide the Royalty Holder with thirty (30) days prior written notice of the intent to Transfer to the Royalty Holder; and

(b) any purchaser, merged company, transferee or assignee, as a condition to completion of the Transfer, agrees in writing in favour of the Royalty Holder to be bound by the terms of this Agreement, including without limitation, this section, pursuant to an instrument in writing that is satisfactory to the Royalty Holder, acting reasonably.

For the avoidance of doubt and for greater certainty:

(c) if the Owner or the Guarantor wish to Transfer its respective interest in this Agreement, it shall Transfer all of its right, title and interest in and to all of the Property Claims to the same Person to whom it Transfers its interest in this Agreement but on the basis that there may be more than one Property Transfer so long as it is accompanied by a commensurate Transfer of this Agreement as relates to the Property that is the subject matter of the Transfer; and

(d) this Section 20 shall apply if the Owner or the Guarantor wish to grant an option to any Person to acquire an interest in and to any of the Property Claims or enter into a joint venture with respect to the Property Claims. 

21. ROYALTY HOLDER ASSIGNMENT

The Royalty Holder may freely sell, assign, transfer, grant, pledge, mortgage, hypothecate, encumber, or otherwise dispose of, in whole or in part, the Royalty and any rights relating thereto, to any lender or any of such lender's Affiliates and to any of their respective successors, transferees or assignees (collectively, the "Transferees") at any time without the consent of, approval by, the Owner or the Guarantor. Each Transferee who does not hold a pledge, mortgage, hypothec or other encumbrance shall not be required to sign a deed of assumption with respect to this agreement and each such Transferee as well as its successors in interest shall, as between the Royalty Holder and such Transferee, be deemed to have assumed the Royalty Holder's obligations under this Agreement with respect to the interest so acquired, and upon such transfer the transferee shall thereupon be substituted for the Royalty Holder with respect to the interest transferred.  Each other Transferee, prior to any assignment, transfer, grant or disposition shall execute and deliver to and with the Owner and the Guarantor, in form and content satisfactory to the Owner, acting reasonably, a deed of assumption pursuant to which the Transferee agrees to be bound by the provisions hereof.

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22. ROYALTY RUNS WITH THE LAND

The Royalty Holder and the Owner intend and agree that the Royalty created herein shall be an interest in real property that shall burden and run with the Property and shall constitute a property interest of the Royalty Holder that shall survive any bankruptcy or insolvency of the Owner.  The Parties will sign and deliver a Deed, Declaration of Value, and any other documents in connection therewith and the Owner will record the Deed in the official records of White Pine County, Nevada or other proper Governmental Authority to give notice of the existence of the Royalty to third parties, to secure payment of the Royalty and the protect the Royalty Holder's rights to receive the Royalty as contemplated herein.

23. TAXES

All amounts paid hereunder shall be made without any deduction, withholding, charge or levy for or on account of any Taxes, all of which shall be for the account of the Party making such payment.  If any such Taxes are so required to be deducted, withheld, charged or levied by the Party making such payment, then such Party shall make, in addition to such payment, such additional payment as is necessary to ensure that the net amount received by the other Party entitled to payment (free and clear and net of any such Taxes, including any Taxes required to be deducted, withheld, charged or levied on any such additional amount) equals the full amount such other Party would have received had no such deduction, withholding, charge or levy been required.  To the extent a Party pays to an applicable Governmental Authority any Taxes that gives rise to a gross-up as contemplated by this Section 23, that Party shall provide to the other Party reasonable documentation of the payment of such Taxes within ten (10) days of such payment. If a Party receives a refund of Taxes from an applicable Governmental Authority for which the other Party has made an additional payment, the receiving Party shall forthwith pay over to the other Party the amount of the refunded Taxes. For clarity, any withholding Tax applicable to the Royalty payment shall not be an Allowable Deduction.

24. NO IMPLIED COVENANTS

The Parties agree that no implied covenants or duties relating to exploration, development, mining or the payment of production royalties or any other monies provided for herein shall affect any of their respective rights or obligations hereunder, and that the only covenants or duties which affect such rights and obligations shall be those expressly set forth and provided for in this Royalty Agreement.

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25. RELATIONSHIP OF THE PARTICIPANTS

This Royalty Agreement is not intended to, and will be deemed not to, create any partnership among the Parties including a mining partnership or commercial partnership.

26. DEFAULT

If the Owner or the Guarantor is in breach or default of any of its representations, warranties, covenants or obligations set forth in this Agreement in any material respect and such breach or default is not remedied within a period of thirty (60) days following delivery by the Royalty Holder to the Owner or the Guarantor of written notice of such breach or default, or such longer period of time as the Royalty Holder may determine in its sole discretion (an "Event of Default"), the Royalty Holder shall have the right, upon written notice to the Owner or the Guarantor, at its option and in addition to and not in substitution for any other remedies available at law or equity, demand all Losses suffered or incurred as a result of the occurrence of such Event of Default, including following termination, Losses based on the Royalty Holder's loss of the benefits from this Agreement.

27. INDEMNITY BY THE OWNER

The Owner agrees to indemnify and hold harmless the Royalty Holder and its directors, officers, employees, agents, and Affiliates (if any) from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, law suit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon:

(a) any representation or warranty of the Owner contained herein being untrue in any material respect;

(b) any breach or failure by the Owner to comply with any covenant or agreement made by the Owner herein; or

(c) operations conducted on or in respect of the Property Claims by or on behalf of the Owner or any of its Affiliates that result from or relate to the mining, handling, transportation, smelting or refining of Minerals, including without limitation Losses, in any way arising from or connected with any non-compliance with environmental laws or any contaminants or hazardous substances on, in or under the Property Claims or the soil, sediment, water or groundwater forming part thereof, whether in the past, present or future, or any contaminants or hazardous substances on any other lands or areas having originated or migrated from the Property Claims or the soil, sediment, water or groundwater forming part thereof.

28. EXPENSES

Each Party shall be responsible for paying all fees and expenses incurred by such Party in connection with this Royalty Agreement.

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29. CONFIDENTIALITY

(a) The terms of this Royalty Agreement, any draft of this Royalty Agreement and all information (whether embodied in tangible or electronic form) obtained by the Royalty Holder in or from Royalty Records, Royalty Statements or otherwise relating to the Royalty or to the business and activities of the Owner or any of its Affiliates or any other person in relation to the Property Claims, any Mineral Right held by Owner (or an Affiliate) or Product all of which will, for the purposes of this Section 29, be referred to as "Confidential Information", shall be treated by the Royalty Holder as confidential and shall not be disclosed to any person, except in the following circumstances:

(i) the Royalty Holder may disclose the Confidential Information to its auditors, legal counsel, institutional lenders, brokers, underwriters and investment bankers, as long as such non-party users are advised of the confidential nature of the Confidential Information and undertake to maintain the confidentiality of it;

(ii) the Royalty Holder may disclose the Confidential Information to a bona fide purchaser (whether actual or prospective) of all or part of the Royalty Holder's rights under this Royalty Agreement or to a bona fide financier (whether actual or prospective) as long as such purchaser or financier has first entered into a written undertaking in favour of the Owner to preserve the confidentiality of the Confidential Information to be disclosed in a manner at least as onerous on the purchaser or financier as this Section 29 is onerous on the Royalty Holder;

(iii) the Royalty Holder may disclose the Confidential Information where that disclosure is necessary to comply with its disclosure obligations and requirements under any securities law, rules or regulations or stock exchange listing agreements, policies or requirements, as long as the proposed disclosure is limited to factual matters and the Royalty Holder has availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which they may be entitled; or

(iv) with the prior written approval of the Owner.

(b) Any Confidential Information that becomes part of the public domain by no act or omission in breach of this Section 29 will cease to be Confidential Information for the purposes of this Section 29.

(c) Section 29(a) does not restrict the disclosure or use of Confidential Information for the purposes of, and to the extent required in connection with, legal action to enforce rights under, or to seek remedies in connection with, this Royalty Agreement.

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30. NOTICE

(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, address as follows:

(i) in the case of the Owner or the Guarantor:

Mako Mining Corp.

 838 West Hastings St., Suite 700
Vancouver, BC V6C 0A6
Attention: [REDACTED]
Email: [REDACTED]

(ii) in the case of the Royalty Holder:

Sea Meadow House

P.O. Box 116

Road Town, Tortola

British Virgin Islands, VG1110

Attention: [REDACTED]

Email: [REDACTED]

(b) Any notice sent in accordance with this Section (a) is deemed to have been received:

(i) if delivered prior to or during normal business hours on a Business Day in the place where the notice is received, on the date of delivery;

(ii) if sent by mail, on the fifth Business Day in the place where the notice is received after mailing, or, in the case of disruption of postal service, on the fifth Business Day after cessation of that disruption; or

(iii) if sent in any other manner, on the date of actual receipt;

except that any notice delivered in person or sent by transmission not on a Business Day or after normal business hours on a Business Day, in each case in the place where the notice is received, is deemed to have been received on the next succeeding Business Day in the place where the notice is received.

(c) Any Party may change its address for notice by giving notice to the other Parties.

31. GENERAL

(a) Interpretation.  Unless the context otherwise requires, in this Royalty Agreement:

(i) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

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(ii) a reference to a person, corporation, trust, partnership, joint venture, unincorporated body or other entity includes any of them;

(iii) a reference to a section or schedule is a reference to a section or schedule, to this Royalty Agreement;

(iv) a reference to an agreement or document (including a reference to this Royalty Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Royalty Agreement or that other agreement or document;

(v) a reference to a party to an agreement (including this Royalty Agreement) or document includes the party's successors and permitted substitutes (including persons taking by novation) or assigns (and, where applicable, the party's legal personal representatives);

(vi) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it;

(vii) unless otherwise indicated, a reference to dollars and $ is to the currency of the United States;

(viii) the word "including" means "including without limitation" and "include" and, "includes" will be construed similarly;

(ix) headings are for convenience only and do not form part of this Royalty Agreement or affect its interpretation;

(x) a provision of this Royalty Agreement shall not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Royalty Agreement or the inclusion of the provision in this Royalty Agreement;

(xi) if an act shall be done on a specified day which is not a Business Day, it shall be done instead on the next Business Day; and

(xii) a reference to anything (including a right, obligation or concept) includes a part of that thing, but nothing in this section 31(a)(xii) implies that performance of part of an obligation constitutes performance of the obligation.

(b) Governing Law. This Royalty Agreement and any dispute arising from or in relation to this Royalty Agreement are governed by, and interpreted and enforced in accordance with, the law of the Province of British Columbia and the laws of Canada applicable in that province, excluding the choice of law rules of that province. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

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(c) Arbitration.

(i) In the event of a dispute in relation to this Agreement, including without limitation, the existence, validity, performance, breach or termination thereof or any matter arising therefrom, including whether any matter is subject to arbitration, the Parties agree to negotiate diligently and in good faith in an attempt to resolve such dispute.

(ii) Failing resolution satisfactory to either Party, either Party may request that the dispute be resolved by binding arbitration, conducted in English, in Vancouver, Canada.  The Arbitration Act (British Columbia), as may be amended from time to time, shall apply to such proceedings.

(iii) To demand arbitration, either Party (the "Demanding Party") shall give written notice (the "Arbitration Dispute Notice") to the other Party (the "Responding Party"), which Arbitration Dispute Notice shall toll the running of any applicable limitations of actions by law or under this Agreement.  The Arbitration Dispute Notice shall specify the nature of the allegation and issues in dispute, the amount or value involved (if applicable) and the remedy requested.  Within 30 Business Days of receipt of the Arbitration Dispute Notice, the Responding Party shall answer the demand in writing, responding to the allegations and issues that are disputed.

(iv) The Demanding Party and the Responding Party shall each select one qualified arbitrator within ten (10) Business Days of the Responding Party's answer.  Each of the arbitrators shall be a disinterested person qualified by experience to hear and determine the issues to be arbitrated.  The arbitrators so chosen shall select a neutral arbitrator within ten (10) Business Days of their selection.

(v) No later than 15 Business Days after hearing the representations and evidence of the Parties, the arbitrators shall make their majority determination in writing and shall deliver one copy to each of the Parties.  The written decision of the arbitrators shall be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration.  There shall be no appeal from the determination of the arbitrators to any court.  The decision rendered by the arbitrators may be entered into any court for enforcement purposes.

(vi) The arbitrators may determine all questions of law and jurisdiction (including questions as to whether or not a dispute is arbitratable) and all matters of procedure relating to the arbitration.

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(vii) The arbitrators shall have the right to grant legal and equitable relief and to award costs (including legal fees and the costs of arbitration) and interest.  The costs of any arbitration shall be borne by the Parties in the manner specified by the arbitrators in their majority determination.  The arbitrators may make an interim order, including injunctive relief and other provisional, protective or conservatory measures, as well as orders seeking assistance from a court in taking or compelling evidence or preserving and producing documents regarding the subject matter of the dispute.

(viii) All papers, notices or process pertaining to an arbitration hereunder may be served on a Party as provided in this Agreement.

(ix) The Parties agree to treat as confidential information, in accordance with the provisions of Section 28, the following: the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the arbitration; reports, summaries, witness statements and other documents prepared in respect of the arbitration; documents exchanged for the purposes of the arbitration; and the contents of any award or ruling made in respect of the arbitration.  Notwithstanding the foregoing part of this section, a Party may disclose such confidential information in judicial proceedings to enforce, nullify, modify or correct an award or ruling and as permitted under Section 28.

(d) Time of Essence.  Time is of the essence in this Royalty Agreement.

(e) Severability.  If, in any jurisdiction, any provision of this Royalty Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Royalty Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other Parties or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.

(f) No Violation.  If this Royalty Agreement is intended to be performed in more than one jurisdiction and its performance would be a violation of the applicable law of a jurisdiction where it is intended to be performed, this Royalty Agreement is binding in those jurisdictions in which it is valid and the Parties shall use their reasonable efforts to re-negotiate and amend this Royalty Agreement so that its performance does not involve a violation of the applicable law of the jurisdiction where its performance would be a violation.

(g) Average Spot Price.  If an Average Spot Price specified in this Royalty Agreement ceases to exist, ceases to be published, or should no longer be internationally recognized as the basis for payment for the Mineral to which it relates then upon request by any Party, the Parties shall promptly consult together in good faith with the view to agreeing on whatever modifications to the terms of this Royalty Agreement should be considered necessary to make this Royalty Agreement again acceptable to the Parties and shall do their utmost to come to a fair and reasonable agreement based upon another internationally recognized metal price quotation for use in international trade.

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(h) Entire Agreement.  This Royalty Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Royalty Agreement and supersede all prior correspondence, agreements, negotiations, discussions and understandings, written or oral.  Except as specifically set out in this Royalty Agreement, there are no representations, warranties, conditions or other agreements or acknowledgements, whether direct or collateral, express or implied, written or oral, statutory or otherwise, that form part of or affect this Royalty Agreement or which induced any Party to enter into this Royalty Agreement.  There is no liability, either in tort or in Contract, assessed in relation to the representation, warranty, opinion, advice or assertion of fact, except as contemplated in this Section (h).

(i) Further Assurances.  Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Royalty Agreement that any other Party may reasonably require, for the purposes of giving effect to this Royalty Agreement.

(j) Amendment.  This Royalty Agreement may be supplemented, amended, restated or replaced only by written agreement signed by each Party.

(k) Waiver of Rights.  Any waiver of, or consent to depart from, the requirements of any provision of this Royalty Agreement is effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given.  No failure on the part of any Party to exercise, and no delay in exercising, any right under this Royalty Agreement operates as a waiver of that right.  No single or partial exercise of any such right precludes any other or further exercise of that right or the exercise of any other right.

(l) Successors.  This Royalty Agreement is binding on, and enures to the benefit of, the Parties and their respective successors.

(m) Counterparts. This Royalty Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one agreement.  Delivery of an executed counterpart of this Royalty Agreement by facsimile or transmitted electronically in legible form, including without limitation in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Royalty Agreement.

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(n) Authorization.  Each person signing this Royalty Agreement as an authorized officer of a Party hereby represents and warrants that he or she is duly authorized to sign this Royalty Agreement for that Party and that this Royalty Agreement will, upon having been so executed, be binding on that Party in accordance with its terms.

[The remainder of this page intentionally left blank.  Signature page follows.]

 

 

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IN WITNESS WHEREOF, the Parties have executed this Royalty Agreement on the date first above written.

MAKO MINING CORP.

Per:  signed "Ezequiel Sirotinsky"
        Name: Ezequiel Sirotinsky
        Title: Chief Financial Officer and Corporate Secretary

MAKO US CORP.
 
Per:  signed "Ezequiel Sirotinsky"
        Name: Ezequiel Sirotinsky
        Title: Chief Executive Officer

SAILFISH ROYALTY CORP.

Per:  signed "Paolo Lostritto"
        Name: Paolo Lostritto
        Title: Chief Executive Officer

SCHEDULE A

DESCRIPTION OF PROPERTY CLAIMS

[REDACTED]

 

 

 

 

 

 

 

 

 

 

GOLD PURCHASE AGREEMENT

THIS AGREEMENT is dated as of November 26, 2025 (the "Agreement").

BETWEEN:

MAKO MINING CORP., a corporation organized and subsisting under the laws of British Columbia as registration number C0808405

("Mako" or the "Seller")

AND:

SAILFISH ROYALTY CORP., a corporation organized and subsisting under the laws of the British Virgin Islands

("Sailfish")

WHEREAS

A. Mt. Hamilton LLC (the "Operator") is the owner of a 100% undivided legal and beneficial interest in the Mt. Hamilton property located in Nevada, USA (the "Property") and described in Schedule A annexed hereto;

B. Sailfish and the Seller are parties to a purchase and sale agreement dated November 26, 2025 (the "Purchase and Sale Agreement") pursuant to which as of the date hereof, the Seller indirectly through Mako US (as hereinafter defined) has assumed 100% of the beneficial ownership of the outstanding membership interests of the Operator and the exercise of operational control over the Property;

C. The Seller has agreed to deliver to Sailfish, and Sailfish has agreed to purchase and accept delivery from the Seller of, an amount of Refined Gold equal to the Payable Gold, subject to and in accordance with the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties mutually agree as follows:

1. Definitions.

In this Agreement, including in the recitals and preamble hereto, unless the subject matter or context otherwise requires, the following terms shall have the following meanings:

"Accounting Principles" means, in relation to any Person at any time and as applicable:

(a) accounting principles generally accepted in Canada as recommended in the Handbook of the CPA Canada as in effect on the date hereof, applied on a basis consistent with the most recent audited financial statements of such Person and its consolidated subsidiaries (except for changes approved by the auditors of such Person); or

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(b) international financial reporting standards, approved by the International Accounting Standards Board ("IASB") or any successor, adopted by such Person, as at the date on which any calculation or determination is required to be made, in accordance with the international financial reporting standards and, where the IASB includes a recommendation concerning the treatment of any accounting matter, such recommendation shall be regarded as the only international financial reporting standards;

"Adjustment Formula" has the meaning set forth in Section 2;

"Advanced Amount" has the meaning set forth in the recitals;

affiliate" means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person; and, for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" or "under common control with") means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of shares or other economic interests, the holding of voting rights or contractual rights or otherwise;

"Annual Report" means a written report, in relation to any calendar year, detailing:

(a) the number of ounces of Refined Gold produced from the Property and delivered to an Off-taker in the applicable calendar year, specifying the number of ounces of Gold produced from the Property;

(b) the names and addresses of each Off-taker to which the Refined Gold referred to in subsection (a) was delivered;

(c) the number of ounces of Payable Gold which have resulted or which are estimated to result from the Refined Gold referred to in subsection (a);

(d) the number of ounces of Payable Gold which have been delivered to Sailfish with respect to the Refined Gold referred to in subsection (a), in accordance with the terms of this Agreement; and

(e) if necessary, a reconciliation between any provisional number of ounces of Payable Gold specified in an Annual Report for a preceding calendar year and the final number of ounces of Payable Gold for the applicable calendar year;

"Annual Report Dispute Notice" has the meaning set forth in paragraph 9(c)(i);

"Arbitration Dispute Notice" has the meaning set forth in paragraph 20(c);

"Auditor's Report" has the meaning set forth in paragraph 9(c)(ii);

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"Bullion Account" means such bullion account with a bank located in London, England as Sailfish shall direct in writing from time to time to which the Seller or Off-takers on behalf of the Seller, as the case may be, shall deliver Payable Gold to Sailfish, all in accordance with the provisions of subsection 10(e);

"Business Day" means any day other than a Saturday or Sunday or a day on which banks are not open for business in any or all of Vancouver, British Columbia, Toronto, Ontario, London, England, Nevada, or New York;

"Closing Time" has the meaning set forth in section 4;

"Company Interests" has the meaning set forth in the Purchase and Sale Agreement;

"Debt" means, with respect to any Person, all obligations that, in accordance with applicable Accounting Principles, would then be classified as a liability of such Person;

"Deductions" means any and all deductions, refining, reprocessing, processing, treatment and other charges (including location fees, swap fees, administration transfer fees, consulting fees and material return fees), penalties, adjustments, shipping expenses and/or expenses pertaining to and/or in respect of Refined Gold and charged by an Off-taker and/or charged in respect of delivery costs to Sailfish or charged to the Operator as and by way of royalty payments, as the case may be;

"Deed" has the meaning set forth in subsection 23(a)(iv);

"Default Interest" means US Prime, plus 8% per annum;

"Delivery Date" has the meaning set forth in section 2

"Delivery Dispute Notice" has the meaning set forth in subsection 10(g);

"Demanding Party" has the meaning set forth in subsection 20(c);

"Encumbrances" means any and all liens, charges, mortgages, encumbrances, pledges, security interests, royalties (including net smelter royalties), proxies and third-party rights or any other encumbrances of any nature whatsoever, whether registered or unregistered;

"Environmental Laws" means all applicable Laws, Permits and guidelines or requirements of any Official Body (whether or not having the force of law, and including consent decrees to which the Operator is a party or otherwise subject, and administrative orders which may affect any such Person) relating to public health and safety, protection of the environment, the release of hazardous or other materials and occupational health and safety; provided that, where such Permits, guidelines or requirements do not have the force of law, they shall comprise Environmental Laws only to the extent that a prudent owner of an asset or operator of a business similar to that owned or operated by the relevant Person would consider it necessary or advisable to comply with same;

"Event of Default" has the meaning set forth in subsection 12(b);

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"General Security Agreement" has the meaning set forth in subsection 23(a);

"Gold Equivalent Ounces" has the meaning set forth in subsection 10(j);

"Guarantee" has the meaning set forth in subsection 23(a)(ii);

"Insolvency Event" means, in relation to any Person, any one or more of the following events or circumstances:

(a) proceedings are commenced for the winding-up, liquidation or dissolution of such Person, unless it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within 30 days of the commencement of such proceedings;

(b) a decree or order of a court of competent jurisdiction is entered adjudging such Person to be bankrupt or insolvent, or a petition seeking judicial or out-of-court reorganization, arrangement or adjustment of or in respect of it is filed under applicable Laws relating to bankruptcy, insolvency or relief of debtors;

(c) such Person makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets; or

(d) a resolution is passed for the winding-up, liquidation or judicial or out-of-court reorganization, arrangement or adjustment of or in respect of such Person;

"Law" means any law (including common law and the laws of equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body;

"LBMA" means the London Bullion Market Association (or any successor association or body);

"Licenses" means any licenses, including environmental permits, granted to the Operator by any Official Body in respect of and as required for the Property, and includes any extensions, renewals, amendments, modifications, restatements, amendment and restatements and replacements of any of the same;

"Losses" means any and all damages (except indirect or consequential damages), claims, losses, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees);

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"Lost Gold" has the meaning set forth in subsection 11(d);

"Lot" means the applicable quantity of Minerals from the Property delivered to and accepted by the Off-taker that is separately sampled and assayed so that the Operator and the Off-taker can agree upon the content of Refined Gold and other metals therein, all as set forth in the applicable Off-take Agreement;

"Mako US" means Mako US Corp. a corporate incorporated and existing under the laws of Arizona;

"Minerals" means any and all economic, marketable metal bearing material, in whatever form or state that is mined, extracted, removed, produced or otherwise recovered from the Property, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Property, and including without limitation, ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates or doré bars that are produced from the Property;

"Monthly Report" means a written report, in relation to a calendar month, detailing:

(a) the number of ounces of Refined Gold produced from the Property and delivered to an Off-taker in the applicable calendar month, specifying the number of ounces of Refined Gold produced from the Property;

(b) the names and addresses of each Off-taker to which the Refined Gold referred to in subsection (a) was delivered;

(c) the number of ounces of Payable Gold which have resulted or which are calculated or estimated to result from the production of Refined Gold referred to in subsection (a);

(d) the number of ounces of Payable Gold which have been delivered to Sailfish with respect to the Refined Gold referred to in subsection (a), in accordance with the terms of this Agreement; and

(e) a reconciliation between any provisional number of ounces of Payable Gold specified in a Monthly Report pursuant to subsection (c) for a preceding calendar month and the final number of ounces of Payable Gold for the applicable calendar month;

"Official Body" means any government (including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority, bureau, regulatory or administrative authority, central bank, monetary authority, commission, department or instrumentality thereof, any registry of titles and/or deeds, any real estate or real property registry, the TSX Venture Exchange, the Toronto Stock Exchange or any other public securities exchange, or any court, tribunal, judicial entity, or arbitrator, whether foreign or domestic, having jurisdiction with respect to a specified Person, property, transaction, event or matter;

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"Off-take Agreement" means any refining, smelting, marketing, sale and purchase and/or processing agreement entered into by the Operator with respect to Minerals;

"Off-taker" means a counterparty to an Off-take Agreement;

"Off-taker Acknowledgement" has the meaning set forth in subsection 10(e);

"Operator" means Mt. Hamilton LLC;

"Parties" means the Seller, Sailfish and any other Person party to this Agreement now or hereinafter and "Party" means any one of the Parties;

"Payable Gold" has the meaning set forth in section 2.

"Payable Gold Dispute" has the meaning set forth in subsection 10(g);

"Paying Party" means a Party who is making a payment as contemplated hereunder, either in cash or Payable Gold, as the case may be;

"Permits" means:

(a) the Licenses; and

(b) any other permit, license, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by law, rule or regulation (whether or not having the force of law) of, by or from any Official Body; provided that, where such permit, license, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by law, rule or regulation does not have the force of law, it shall comprise a Permit only to the extent that a prudent owner of an asset or operator of a business similar to that owned or operated by the relevant Person would consider it necessary or advisable to comply with same;

"Permitted Encumbrances" means, in respect of any Person at any time, any of the following:

(a) any Encumbrance for Taxes not at the time due and delinquent or the validity or amount of which is being contested at the time by such Person in good faith by proper legal proceedings;

(b) construction, builder's, mechanic's, carrier's, warehousemen's, storage, repairer's and materialmen's liens and other statutory and possessory liens arising in the ordinary course of business not at the time due and delinquent or the validity or amount of which is being contested at the time by such Person in good faith by proper legal proceedings;

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(c) easements, encroachments, rights of way, servitudes, restrictive covenants, reservations of undersurface rights, or other similar rights in land granted to or reserved by other Persons, rights of way for sewers, drains, electric lines, telegraph, telephone and telecommunications lines, railways and other similar purposes, or zoning or other restrictions as to the use of real properties, which easements, encroachments, rights of way, servitudes, restrictive covenants, reservations and other similar rights and restrictions do not materially impair the use of such real properties in the business of such Person;

(d) the right (so long as such right is not exercised) reserved to or vested in any Official Body by the terms of any lease, license, franchise, grant or permit acquired by such Person or by any statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or other periodic payments as a condition of the continuance thereof or to distrain or obtain a charge on any assets of such Person in the event of a failure to make such annual or periodic payments or to comply with the terms thereof;

(e) deposits to secure public or statutory obligations or in connection with any matter giving rise to an Encumbrance described in subsection (d) above;

(f) defects or irregularities in title which are of a minor nature and which in the aggregate do not, and are not reasonably likely to, impair the use of any assets affected thereby for the purposes for which such assets are held by such Person;

(g) good faith deposits or any agreement or arrangement pursuant to which such Person pledges cash to any insurer, guarantor, third party contractor, public utility or Official Body, in each case, made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than contracts of Debt), leases, surety, customs, performance bonds (relating to obligations that do not constitute Debt) and other similar obligations;

(h) the interests (including Encumbrances in the property leased and any insurance related thereto) of lessors under operating leases of personal property (that are not financial leases and do not create or evidence Debt);

(i) Encumbrances arising under this Agreement or the Royalty Agreement;

(j) Encumbrances that are "Permitted Encumbrances" under the terms of the Purchase and Sale Agreement; 

(k) Royalites existing as of the date of this Agreement and lawfully registered against the Property; and

(l) Encumbrances agreed to in writing by Sailfish. 

"Person" means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, governments or any other type of organization, whether or not a legal entity;

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"Property" has the meaning given to such term in the recitals to this Agreement and includes any renewal, amendment, modification, restatement, amendment and restatement and replacement of any of the same;

"Purchase Amount" means $33,000,000;

"Purchase and Sale Agreement" has the meaning set forth in the recitals;

"Purchase and Sale Agreement Closing Date" means the date Sailfish assigns and transfers 100% of the registered legal ownership of the Company Interests to the Seller through Mako US in accordance with the terms of the Purchase and Sale Agreement;

"Purchase Documents" mean this Agreement and the Royalty Agreement;

"Purchase Money Mortgage" means an Encumbrance created or incurred by a Person securing Debt incurred to finance the acquisition of property (including the costs of installation thereof), provided that:

(a) such Encumbrance is created substantially simultaneously with the acquisition of such property;

(b) such Encumbrance does not at any time encumber any property other than the property financed by such Debt;

(c) the amount of Debt secured thereby is not increased subsequent to such acquisition; and

(d) the principal amount of Debt secured by such Encumbrance at no time exceeds 100% of the original purchase price of such property and the cost of installation thereof,

and, for the purposes of this definition, the term "acquisition" includes a capital lease;

"Receiving Party" means a Party who is receiving a payment as contemplated hereunder, either in cash or Payable Gold, as the case may be;

"Refined Gold" means marketable metal bearing material in the form of the Mineral gold that is refined to standards meeting or exceeding commercial standards for the sale of refined gold;

"Responding Party" has the meaning set forth in subsection 20(c);

"Royalty Agreement" means the royalty agreement between Sailfish, the Seller and the Operator dated as of the date hereof pursuant to which the Operator grants Sailfish a two percent (2%) Net Smelter Returns royalty with respect to the Property;

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"Sailfish Audit" has the meaning set forth in subsection 9(d);

"Sailfish Indemnified Parties" has the meaning set forth in subsection 9(d);

"Sailfish Metal Account" means the Bullion Account or such other metal account of Sailfish with a bank located in London, England as specified by Sailfish from time to time;

"Security" has the meaning set forth in subsection 5(e);

"Security Agreements" means the General Security Agreement, the Guarantee, the Subsidiary Security Agreement and the Deed;

"Seller Collateral" has the meaning set forth in subsection 23(a);

"Seller Letters" has the meaning set forth in subsection 10(f);

"Seller Waybills" has the meaning set forth in subsection 10(f);

"Standing Instruction" has the meaning set forth in subsection 10(e);

"Standing Instruction Operation" has the meaning set forth in subsection 10(e);

"Stream Gold Price" has the meaning set forth in section 2;

"subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a Subsidiary;

"Subsidiary Security Agreement" has the meaning set forth in subsection 23(a)(iii);

"Taxes" means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof as of the date hereof or at any time in the future together with interest thereon and penalties with respect thereto, if any, and any payments of principal, interest, charges, fees or other amounts made on or in respect thereof, and "Tax" shall be construed accordingly; 

"Term" has the meaning set forth in section 3;

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"this Agreement", "herein", "hereof", "hereto" and "hereunder" and similar expressions mean and refer to this Agreement as supplemented or amended and not to any particular Article, section, subsection, paragraph, Schedule or other portion hereof; and the expressions "Article", "section", "subsection", "paragraph" and "Schedule" followed by a number or letter mean and refer to the specified Article, section, subsection, paragraph or Schedule of this Agreement;

"Transaction" means the purchase and sale of Payable Gold contemplated by this Agreement;

"Transfer" when used as a verb, means to sell, grant, assign, encumber, mortgage, charge, pledge or otherwise dispose of or commit to dispose of, directly or indirectly, including through mergers, consolidations or asset purchases.  When used as a noun, "Transfer" means a sale, grant, assignment, mortgage, charge, pledge or disposal or the commitment to do any of the foregoing, directly or indirectly, including through mergers, consolidations or asset purchases;

"Uncredited Balance" means an amount equal to $1,011,333.33 multiplied by the remaining months of the Term;

"US Dollars" and "$" each mean lawful money of the United States of America in same day immediately available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the day payment is due hereunder;

"US Prime" means the prime business rate of interest applicable to obligations outstanding in US Dollars as quoted from time to time by Bank of America (or its affiliates) or if the Bank of America (or its affiliates) shall no longer quote such a prime business rate of interest such other chartered bank in the United States of America as Sailfish may decide, acting reasonably; 

"Wexford" means Wexford Capital LP; and

"Wexford Transferee" has the meaning set forth in section 18(a).

2. Agreement of Purchase and Sale.

Subject to the terms and conditions of this Agreement, in consideration for the Purchase Amount which has been received by the Seller, during the Term, the Seller shall sell to Sailfish an amount of Refined Gold equal to 341.7 troy ounces per month, subject to adjustment to ensure that the amount of Refined Gold per month will not be (the "Adjustment Formula"): (i) less than the equivalent of $738,000 (after deduction of the acquisition price paid by Sailfish to the Seller in accordance with the Stream Gold Price (as defined below)), which is equivalent to $2,700/oz Refined Gold; and (ii) more than the equivalent of $1,011,333.33 (after deduction of the acquisition price paid by Sailfish to the Seller in accordance with the Stream Gold Price), which is equivalent to $3,700/oz Refined Gold (the "Payable Gold") free and clear of any and all Encumbrances. For each ounce of Refined Gold, Sailfish shall pay to the Seller 20% of the London p.m. fixed price for Refined Gold in US dollars, as determined by the LBMA on the date of delivery of such Refined Gold (the "Stream Gold Price"). The Seller's obligations under this Agreement shall be to sell and deliver the Payable Gold in a manner consistent with the terms of this Agreement. The Seller shall deliver the Payable Gold to the Sailfish Metal Account on the last Business Day of each calendar month (each, a "Delivery Date"), with the first Delivery Date of Payable Gold to occur on the last Business Day of the calendar month in which the Purchase and Sale Agreement Closing Date occurs.  The amount of Payable Gold for each delivery per month shall be adjusted upward or downward based on the application of the Adjustment Formula.

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3. Term.

The term of this Agreement shall commence on the Purchase and Sale Agreement Closing Date and continue until the date that is 60 months after the Purchase and Sale Agreement Closing Date (the "Term"). If the Purchase and Sale Agreement Closing Date does not occur for any reason on or prior to the Outside Date (as such term is defined in the Purchase and Sale Agreement), then this Agreement shall terminate and the parties hereto shall be released from all obligations hereunder.

4. Closing Date

The closing of the Transaction shall take place immediately following the Purchase and Sale Agreement Closing Date (the "Closing Time") at the offices of DuMoulin Black LLP in Vancouver on the Purchase and Sale Agreement Closing Date or at such other place, in such other manner as the Parties may mutually agree, provided that all of the conditions set out in sections 5 and 6 have been satisfied or waived in writing by the applicable Party.

5. Seller Closing Deliveries 

At the Closing Time, the Seller shall deliver or cause to be delivered to Sailfish:=

(a) the Security Agreements duly executed by the Seller and the Operator and any other documents required in connection with the Security Agreements including, but not  limited to, the notarized Deed;

(b) evidence of the UCC-1 filing with the Secretary of State, including evidence that the Company Interests have opted into Article 8 of the UCC-1 and are "securities" within the meaning of the UCC-1; 

(c) certificates of good standing or status for the Seller;

(d) evidence, in form satisfactory to Sailfish, acting reasonably, that the Seller has made, or arranged for, all required consents, registrations, filings and recordings in all jurisdictions, and has done all such other acts and things as may be necessary or advisable to create, perfect and preserve the first-ranking charges and security interests granted by the Seller to and in favour of Sailfish in and to the collateral pursuant to the Security Agreements;

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(e) share certificates representing all of the issued and outstanding share capital of the Operator as at the Purchase and Sale Agreement Closing Date, along with an executed stock transfer power of attorney form in respect thereof;

(f) an executed certificate of a senior officer of the Seller, in form and substance satisfactory to Sailfish, acting reasonably, as to (i) the constating documents of the Seller, (ii) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of the Purchase Documents and the Security Agreements, as applicable, (iii) the names, positions and true signatures of the persons authorized to sign the Purchase Documents and the Security Agreements, as applicable, on behalf of the Seller; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sailfish may reasonably require;

(g) an executed certificate of a senior officer of the Operator, in form and substance satisfactory to Sailfish, acting reasonably, as to (i) the constating documents of the Operator, (ii) the resolutions of the board of directors of the Operator authorizing the execution, delivery and performance of the Purchase Documents and the Security Agreements, to which it is a party as applicable, (iii) the names, positions and true signatures of the persons authorized to sign the Purchase Documents and the Security Agreements, as applicable; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sailfish may reasonably require;

(h) an executed certificate of a senior officer of the Seller dated the Purchase and Sale Agreement Closing Date, representing and certifying that the representations and warranties of the Seller contained in this Agreement are true and correct at the Closing Time;

(i) favourable opinions, from Canadian counsel and Nevada counsel in form and substance satisfactory to Sailfish, acting reasonably, from external legal counsel to the Seller and the Operator subject to reasonable assumptions and qualifications as to all corporate power and authority; receipt of all approvals; due execution and delivery; no conflict; enforceability; and perfection of the security interests created by the Security Agreements. For clarity, a title opinion with respect to the Property shall not be required;

(j) confirmation that the Parties have received all authorizations required in connection with the transactions contemplated by this Agreement, if any;

(k) confirmation that no default under this Agreement or under any other Purchase Document or Security Agreement has occurred or is continuing;

(l) confirmation that the Seller and the Operator are in compliance with, and shall not be in breach of, this Agreement and the other Purchase Documents and Security Agreements to which it is a party.

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6. Sailfish Closing Deliveries

At or before the Closing Time, Sailfish shall deliver or cause to be delivered to the Seller an executed certificate of a senior officer of Sailfish dated the Purchase and Sale Agreement Closing Date, representing and certifying that the representations and warranties of Sailfish contained in this Agreement are true and correct at the Closing Time.

7. Covenants of the Seller.

The Seller covenants and agrees to and in favour of Sailfish as follows and acknowledges and agrees that Sailfish is relying on such covenants in executing and delivering this Agreement:

(a) a duly authorized officer of the Seller and the Operator shall execute and deliver all documents and notices required to be delivered pursuant to the terms of this Agreement;

(b) the Seller and the Operator shall comply in all material respects with the provisions of all applicable Laws in connection with the Property, the Permits, the Purchase Documents and the Security Agreements to which it is a party;

(c) the Seller shall procure that the Operator shall operate, or cause to be operated, the Property in a commercially prudent manner and in accordance with good mining, processing, engineering and environmental practices, Environmental Laws and other applicable Laws.  In addition, the Seller shall procure that the Operator shall mine and process ore from the Property (or cause the same to be mined or processed) in a manner consistent with industry standards and practices;

(d) the Seller shall procure that the Operator shall:

(i) take all commercially reasonable actions in due course to fulfill any and all commercially reasonable conditions established by the relevant Official Bodies in respect of each Permit; and

(ii) use reasonable efforts to not permit the Property or the Permits to be cancelled, revoked or suspended;

(e) the Seller shall ensure that all Payable Gold delivered to Sailfish pursuant to the terms of this Agreement will be free and clear of all Encumbrances except those Encumbrances created by through or under Sailfish;

(f) neither the Seller nor the Operator shall change their respective legal or operating names or the location of its chief executive offices, except with at least 15 days' prior written notice to Sailfish; and

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(g) neither the Seller nor the Operator shall contest in any manner the effectiveness, validity, binding nature or enforceability of the Purchase Documents or the Security Agreement

8. Taxes

(a) Each Party shall pay all Taxes which arise from any payment or delivery made or received by it hereunder, including, but not limited to, any withholding Taxes required under applicable Law, or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Purchase Document or Security Agreement.  For the avoidance of doubt, any and all payments made by (or on account of any obligation of) a Paying Party under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes; provided that if the Paying Party shall be required by applicable Law to deduct or withhold any Taxes from such payments, then:

(i) the sum payable shall be increased as necessary so that, after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this subsection 8(a)), the Receiving Party receives an amount equal to the sum it would have received had no such deduction or withholding been made;

(ii) the Paying Party shall make such deduction or withholding; and

(iii) the Paying Party shall pay to the relevant taxing authority or Official Body in accordance with applicable Law the full amount deducted or withheld.

Further, the Paying Party shall not transfer, whether directly or indirectly, to the Receiving Party the economic burden of any Taxes paid or due by them, including, but not limited to, Taxes withheld at source.

(b) If a Party fails to pay to the relevant Official Body when due any Taxes owing by it in accordance with subsection 8(a), then the failing Party shall indemnify and save harmless the other Party for the full amount of any such Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this subsection) paid by the other Party and any liability (including penalties, interest and reasonable expenses) arising from such failure or with respect thereto, whether or not such Taxes were correctly or legally asserted.  Payment under this indemnity shall be made within 30 days from the date the non failing Party makes written demand therefor.  A certificate as to the amount of such Taxes paid by the non failing Party submitted by the non failing Party to the failing Party shall be conclusive evidence, absent manifest error, of the amount thereof.

9. Monthly and Annual Reports.

(a) During the Term, the Seller shall deliver to Sailfish a Monthly Report on or before the seventh (7th) Business Day after the last day of each calendar month.

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(b) During the Term, the Seller shall deliver to Sailfish an Annual Report, on or before the date that is 30 days after the last day of each calendar year.

(c) Sailfish shall have the right to dispute an Annual Report in accordance with the provisions of this section 9.  If Sailfish disputes an Annual Report:

(i) Sailfish shall notify the Seller in writing within 30 days from the date of delivery of the applicable Annual Report that it disputes the accuracy of that Annual Report (or any part thereof) (the "Annual Report Dispute Notice");

(ii) Sailfish and the Seller shall have 30 days from the date the Annual Report Dispute Notice is delivered by Sailfish to resolve the dispute.  If Sailfish and the Seller have not resolved the dispute within the 30-day period, Sailfish shall have the right to require the Seller to deliver a report prepared by an auditor with respect to the dispute in question (the "Auditor's Report");

(iii) if the Auditor's Report concludes that the actual number of ounces of Payable Gold varies by five (5) per cent or less from the number of ounces of Payable Gold set out in the Annual Report, then the cost of the Auditor's Report shall be for the account of Sailfish;

(iv) if the Auditor's Report concludes that the number of ounces of Payable Gold varies by more than five (5) per cent from the number of ounces of Payable Gold set out in the Annual Report, then the cost of the Auditor's Report shall be for the account of the Seller; and

(v) if either Sailfish or the Seller dispute the Auditor's Report and such dispute is not resolved between the Parties within ten (10) days after the date of delivery of the Auditor's Report, then such dispute shall be resolved by the dispute mechanism procedures set forth in section 20.

(d) If the Seller does not deliver a Monthly Report or an Annual Report as required pursuant to this section, Sailfish shall have the right to perform or to cause its representatives or agents to perform, at the cost and expense of the Seller, an audit of the Seller's books and records relevant to the production and delivery of Payable Gold produced or acquired during the calendar month, calendar quarter, or calendar year in question (the "Sailfish Audit").  The Seller shall grant Sailfish or its representatives or agents access to all such books and records on a timely basis.  In order to exercise this right, Sailfish must provide not less than seven (7) days' written notice to the Seller of its intention to conduct the Sailfish Audit.  If within seven (7) days of receipt of such notice, the Seller delivers the applicable Monthly Report or Annual Report, as the case may be, then Sailfish shall have no right to perform the Sailfish Audit.  If the Seller delivers the applicable Monthly Report or Annual Report, as the case may be, before the delivery of the Sailfish Audit, the applicable Monthly Report or Annual Report, as the case may be, shall be taken as final and conclusive, subject to the rights of Sailfish as set forth in subsection 9(c).  Otherwise, absent any manifest or gross error in the Sailfish Audit, the Sailfish Audit shall be final and conclusive and the Seller shall not have the right to dispute its findings.

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10. Delivery of Minerals, Payments and Documentation in respect of Off-take.

(a) The Seller shall use commercially reasonable efforts to ensure that the Operator procures that all Minerals derived from the Property are processed in a prompt and efficient manner.  The Seller shall notify Sailfish in writing that a Lot is being delivered to an Off-taker at least one (1) Business Day before the Lot leaves the Property.  The Seller shall promptly deliver to Sailfish once available and/or prepared, copies of all documents, certificates and instruments pertaining to each Lot, including without limitation, all invoices, credit notes, bills of lading, certificates indicating the Operator's provisional shipped moisture content and provisional shipped assays and any and all documentation prepared or produced by the Off-taker in respect of the Refined Gold, including without limitation, all analyses and assays.

(b) All Off-take Agreements maintained or entered into by the Operator shall be on arm's length commercial terms consistent with ordinary industry practices in the United States with respect to the payable adjustment factor and shall be on terms which permit compliance with the other requirements of this Section 10, including without limitation, the issuance and compliance with Standing Instructions.

(c) All Deductions relating to each Lot shall be borne by the Operator.

(d) All deliveries of Minerals shall be made free and clear of any and all withholdings or deductions for, or on account of any present or future Taxes imposed or levied on such delivery by or on behalf of any Official Body having power and jurisdiction to tax and for which the Seller or any of its subsidiaries is required in law to withhold or deduct and remit to such Official Body.

(e) The Seller acknowledges and agrees that it procure that the Operator will provide an irrevocable (for the duration of the Term only)  standing instruction (the "Standing Instruction") to each Off-taker, in form and content acceptable to Sailfish, acting reasonably, to deliver the Payable Gold to the Sailfish Metal Account, as agent for and on behalf of the Operator (the "Standing Instruction Operation").  Subject to section 13, the Seller shall use its reasonable commercial efforts to procure that the Operator procure from each Off-taker an acknowledgement to Sailfish (the "Off-taker Acknowledgement") that such Off-taker shall at all times act in accordance with the Standing Instruction in form and content acceptable to Sailfish, acting reasonably.  The Seller shall deliver to Sailfish a copy of the Standing Instruction as and when the same is delivered to each Off-taker as well as a copy of the Off-taker Acknowledgement as and when it shall be in receipt of the same.  At the request of the Seller and in lieu of an Off-taker Acknowledgement, Sailfish will enter into a tripartite agreement with any Off-taker with respect to deliveries of Minerals for processing and sale, on terms consistent with the Standing Instruction and the foregoing requirements for Off-taker Acknowledgements, provided that such agreement recognizes Sailfish's right to receive the Payable Gold prior to any other sale or other disposition of Minerals.

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(f) The Seller shall procure that the Operator issue waybills (the "Seller Waybills") to each Off-taker for the processing and sale of Minerals by such Off-taker (as export agent of the Operator).  The Seller shall procure that the Operator shall issue a letter to the Off-taker concurrently with the delivery of each Seller Waybill reiterating the directions set out in the Standing Instruction in respect of the Lot(s) to which each such Seller Waybill pertains (the "Seller Letters").  The Seller Waybills shall relate to the Mineral content thereof with respect to each Lot and shall contain all Deductions for and in respect of any and all Refined Gold pertaining to the Refined Gold contained in each Lot to which each Seller Waybill relates.

(g) Sailfish shall have the right by written notice (the "Delivery Dispute Notice") to the Seller to dispute (a "Payable Gold Dispute") the amount of the Payable Gold delivered to the Sailfish Metal Account, as being less than the amount to which it is entitled, based on the obligations set out pursuant to this Agreement, the Monthly Report and/or the Seller Waybills.  The Delivery Dispute Notice shall include a certification of a senior officer of Sailfish stating among other things, the number of ounces of Payable Gold delivered to the Sailfish Metal Account. If Sailfish and the Seller are unable to resolve any dispute with respect thereto, either Party shall have the right to elect to have the matter settled in accordance with the dispute resolution procedures set forth in section 20.  Default Interest shall accrue daily on the undelivered amount of Payable Gold from and including the date delivery was due to and excluding the date Sailfish receives the disputed Payable Gold to which it is entitled, and shall be payable monthly in arrears.

(h) The Seller hereby agrees to indemnify Sailfish and its directors, officers and employees harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of this section 10.

(i) Sailfish hereby agrees to indemnify the Seller and its officers and employees (but without duplication) harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of this section 10.

(j) Notwithstanding anything otherwise provided herein, at the Seller's sole discretion, during the Term, the Seller shall have the right to satisfy its obligations in respect of the delivery of all or a portion of the Payable Gold through the delivery of Refined Gold from a source other than the Property, including by delivery of any LBMA gold delivery bars in the relevant quantity ("Gold Equivalent Ounces") to the Sailfish Metal Account.

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(k) For avoidance of doubt, and not withstanding any other provision of this Agreement, in addition to the right to satisfy the obligation to deliver that number of ounces of Payable Gold through Gold Equivalent Ounces, nothing herein shall require the Seller to satisfy the obligation to deliver Payable Gold by delivering physical Payable Gold resulting from Minerals and the Seller may satisfy any such obligation by purchasing Refined Gold credits, provided that any Refined Gold credits are delivered to Sailfish directly by the Seller or through an unallocated account.

11. Title, Risk of Loss and Insurance.

(a) Title to all Payable Gold contained in each Lot shall pass from the Seller to Sailfish immediately upon the delivery of the Payable Gold from the Seller or the Off-taker (for and on behalf of the Seller and the Operator) to the Sailfish Metal Account.

(b) Risk of loss or damage to all Refined Gold contained in each Lot shall at all times remain with the Operator until risk of loss or damage with respect to such Lot passes to the applicable Off-taker in accordance with the terms of the Off-take Agreement to which such Off-taker is a party.

(c) Insurance in respect of each Lot shall be covered by and shall be the responsibility of the Operator up to and until the time that risk of loss or damage with respect to each such Lot passes to the applicable Off-taker in accordance with the terms of the applicable Off-take Agreement.  The Operator shall acquire and maintain adequate insurance for and in respect of each Lot in accordance with the terms of the Off-take Agreements (and normal industry standards and practice in the State of Nevada) during the Term and the Seller shall deliver proof of such insurance to Sailfish (including insurance obtained by each Off-taker) upon the written request of Sailfish.  Insurance in respect of each Lot shall be covered by and shall be the responsibility of the applicable Off-taker at the time that risk of loss or damage passes to such Off-taker.

(d) In the event of a partial or total loss of a shipment of Minerals before title to Payable Gold has passed from the Seller to Sailfish, the Seller shall deliver to Sailfish, in care of the Sailfish Metal Account, such number of ounces of Refined Gold (the "Lost Gold") equal to the Payable Gold contained in the Lot which was lost, without set off, deduction or defalcation, within 30 days of the date that the Lost Gold would have been delivered to the Sailfish Metal Account in the ordinary course.  Final settlements received by the Operator from an Off-taker with respect to the Lost Gold shall be used for the purposes of such calculation provided that if no such settlements have been received, the Seller Waybills shall be used for the purposes of such calculation.  The Seller, at its option, may make arrangements to satisfy the obligation to deliver Lost Gold from the Operator's retained Refined Gold production or via the acquisition of Gold from an affiliate or third Persons or via Gold Equivalent Ounces.  If there shall be a dispute with respect to this section which Sailfish and the Seller are unable to resolve, either Party shall have the right to elect to have the matter settled in accordance with the dispute resolution procedures set forth in section 20.

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12. Events of Default and Early Termination.

(a) This Agreement will terminate:

(i) at any time by mutual written consent of the Parties; or

(ii) automatically:

(1) if the Purchase and Sale Agreement is terminated pursuant to section 7.1 thereof;

(2) at the end of the Term as contemplated in Section 3.

(b) The occurrence of any one or more of the following events or conditions shall constitute an "Event of Default" under this Agreement:

(i) the Seller fails to deliver any amount of Payable Gold or Gold Equivalent Ounces on a Delivery Date and such failure remains unremedied for 3 Business Days;

(ii) any of the representations or warranties of the Seller in this Agreement shall prove to have been incorrect or misleading in any material respect on and as of the date made or, if capable of rectification, the facts or circumstances which make such representation or warranty incorrect or misleading are not rectified and the representation or warranty remains incorrect or misleading more than 30 days after Sailfish becomes aware of any such breach;

(iii) the Seller defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement and, if such default is capable of rectification, the same is not rectified to the reasonable satisfaction of Sailfish within 30 days after Sailfish becomes aware of any such breach;

(iv) an Insolvency Event occurs with respect to the Seller or the Operator;

(v) (A) the Seller or any of its subsidiaries is in default of the provisions of subsection 7(b) and has received notice from an applicable Official Body with respect to any default under the terms and conditions of the Property and/or the Licenses and the Seller has not forthwith provided Sailfish with a copy of such notice and allowed Sailfish to intervene on a reasonable basis to ensure that none of the Property or the Licenses is cancelled or the Seller does not take reasonable steps to intervene and/or appeal such notice (and any applicable appeal period has lapsed), or (B) the Property and/or any of the Licenses is cancelled finally and beyond any applicable appeal period; and

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(vi) any of the Purchase Documents or the Security Agreement shall cease to be valid and binding or to have the priority they were intended to have.

(c) Without prejudice to any other right or remedy Sailfish may have pursuant to the other provisions of this Agreement, under applicable Laws, at common law in equity or otherwise, if an Event of Default as set forth in subsection 12(c) occurs and is continuing, Sailfish shall have the right, to exercise any and all remedies available to it, including but not limited to:

(i) upon written notice to the Seller, at its option, to demand immediate delivery by the Seller to Sailfish of ounces of Refined Gold equal to the net equivalent of $1,011,333.33 per month for the remainder of the Term at the simple average of the Stream Gold Price in the month during which the Event of Default occurred. Upon demand from Sailfish, the Seller shall promptly deliver the Refined Gold to Sailfish;

(ii) upon written notice to the Seller, at its option, to demand payment of the Uncredited Balance (together with Default Interest from the date of such Event of Default until payment in full of such Uncredited Balance) .Upon demand from Sailfish, which demand shall include a calculation of the Uncredited Balance, the Seller shall promptly pay the Uncredited Balance, together with accrued Default Interest, in cash by wire transfer in immediately available funds to a bank account designated by Sailfish;

(iii) enforcement of the Security Agreements; and

(iv) terminate this Agreement.

(d) Notwithstanding the occurrence of any of the Events of Default set forth in subsection 12(b), Sailfish may, in its sole and unfettered discretion, waive any such Event of Default, however any such waiver will be effective only in the specific instance for the specific purpose for which it was given and will not be deemed to be a waiver of any other rights and remedies of Sailfish under this Agreement or the other Purchase Documents.

(e) The Parties hereby acknowledge that: (i) Sailfish will be damaged by an Event of Default; and (ii) any sums payable or retainable pursuant to this section 12 are in the nature of liquidated damages, are a genuine pre-estimate of such damages and not a penalty, and are fair and reasonable.

13. Off-take Agreements.

(a) Each Off-take Agreement to be entered into by the Operator shall be on arm's length commercial terms, consistent with normal industry standards and practice.  The Operator shall not enter into any Off-take Agreement nor amend or modify any Off-take Agreement if the terms and conditions of any such Off-take Agreement pertaining to the sale and purchase of Refined Gold would disadvantage Sailfish.  Any new, amended or modified Off-take Agreement shall not be in derogation of the Standing Instructions and the Seller shall procure that the Off-taker execute and deliver to Sailfish within three (3) Business Days of the execution and delivery of any such Off-take Agreement, an Off-taker Acknowledgement.

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(b) The Seller hereby agrees to indemnify and hold Sailfish and its directors, officers and employees harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of this section.  This subsection 13(b) shall survive the termination of this Agreement but shall not survive for more than 12 months after expiry of the Term by reason of the full delivery of Payable Gold during a period of 60 months from and after the Purchase and Sale Agreement Closing.

14. Books; Records; Inspections.

The Seller shall procure that the Operator shall keep true, complete and accurate books and records of all of its operations and activities with respect to the Property, including the processing of Minerals therefrom and the transportation of Minerals, prepared in accordance with Accounting Principles, consistently applied, and with respect to any political risk in the Property. Without limiting the generality of the foregoing, the Seller shall ensure that the Operator's books and records shall indicate separately the quantity, grade and estimated recovery of Minerals that are produced from the Property.  Subject to the confidentiality provisions of this Agreement and in addition to the provisions of subsection 9(d), Sailfish and its authorized representatives shall be entitled to perform audits or other reviews and examinations of the books and records of the Seller relevant to the delivery of Minerals pursuant to this Agreement to confirm compliance by the Seller with the terms of this Agreement. Sailfish shall diligently complete any audit or other examination permitted hereunder.  For greater certainty and without limitation, Sailfish shall have access to all documents provided by the Off-taker to the Operator or by the Operator to an Off-taker, as contemplated under the Off-take Agreements or which otherwise relate to the Minerals vis a vis the Off-taker and that are, in any manner, relevant to the calculation of Payable Gold or the delivery and credit in respect thereof, in each instance.  The expenses of any audit or other examination permitted in this section shall be paid by Sailfish, unless the results of such audit or other examination permitted in this section, disclose a discrepancy in calculations made by the Seller of equal to or greater than five (5) percent, in which event the reasonable costs of such audit or other examination shall be paid by the Seller.  The Seller shall contemporaneously furnish to Sailfish copies of all reports provided by the Operator to the relevant Official Bodies in accordance with applicable Law.

15. Conduct of Mining Operations, etc.

(a) Subject to subsection 15(e), all decisions concerning methods, the extent, times, procedures and techniques of the Property and materials to be introduced on or to the Property shall be made by the Operator in its sole and absolute discretion.

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(b) Sailfish has no contractual rights relating to the development or operation of any of the Operator's operations, including without limitation, the Property or any of its properties and Sailfish shall not be required to contribute to any capital or expenditures in respect of operations at the Property.  Except as provided in this Agreement, Sailfish has no right, title or interest in and to the Property.

(c) The Seller shall procure that the Operator perform or cause to be performed all operations and activities, including production, processing and delivery operations and activities, in respect of the Property in a commercially prudent manner and in accordance with good processing, engineering and environmental practices.

(d) At reasonable times and with the Seller's prior consent (which shall not be unreasonably withheld or delayed) and subject to compliance by Sailfish with all applicable laws (including, for avoidance of doubt, all health and safety legislation), at the sole risk and expense of Sailfish, during the Term, Sailfish shall have a right of access by its representatives to the Property and any mill, smelter, concentrator or other processing facility owned or operated by the Seller and/or its affiliates and that is used to process Minerals for the purpose of enabling Sailfish to monitor compliance by the Seller with the terms of this Agreement.

(e) The Seller shall ensure that the Operator ensures that all Refined Gold is produced from the Property in a prompt and timely manner.  If the Operator wishes to commingle the Minerals produced from the Property with other Minerals or with other minerals or Refined Gold bearing material that is mined, extracted, removed, produced or otherwise processed or recovered from outside of the Property, the same is permitted so long as Sailfish shall not be disadvantaged as a result of such commingling.

16. Covenant Regarding Corporate Existence.

Each of the Seller and the Operator shall at all times during the Term do and cause to be done all things necessary to maintain its corporate existence.  The Seller shall procure that the Operator shall not abandon any of the mining rights forming a part of the Property unless: (a) in the opinion of the Seller, acting reasonably, it is not economical to the Operator, as at the date of determination, to produce Refined Gold from the applicable mining rights forming a part of the Property that the Operator proposes to abandon; and (b) the Seller gives Sailfish at least 30 days prior written notice of the Operator's intention to abandon such mining rights and assigns to Sailfish without  further consideration and on a quitclaim basis such mining rights to the extent such assignment may be made in accordance with applicable Law.

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17. Restricted Transfer Rights of the Seller and the Operator

Each of the Seller and the Operator, as applicable, may not Transfer, as the case may be, in whole or in part: (i) the Property; or (ii) its rights and obligations under this Agreement, the Purchase Documents or the Security Agreements to which it is a party; in each case, unless the following conditions are satisfied and, upon such conditions being satisfied in respect of such Transfer (other than a Transfer under subsection 17(c) below), the Seller shall be released from its obligations under this Agreement, except with respect to those indemnities intended to survive such transfer:

(a) the Seller shall provide Sailfish with at least 30 days' prior written notice of its intent or the Operator's intent to Transfer;

(b) any purchaser, transferee or assignee agrees in writing in favour of Sailfish to be bound by the terms of this Agreement and any applicable Purchase Documents and Security Agreements, including without limitation, this section and if the Operator is the transferor then the new owner of the Property shall become a party to this Agreement and the Purchase Documents and the Security Agreements in the place and stead of Mako; and

(c) any transferee that is a mortgagee, chargeholder or encumbrancer (including, for certainty, any lender or debtholder and, if applicable, their agents) agrees in writing in favour of Sailfish to be bound by and subject to the terms of this Agreement in the event it takes possession of or forecloses on all or part of the Property or any of the mining operations carried on by the Operator on or in respect of the Property and undertakes to obtain an agreement in writing in favour of Sailfish from any subsequent purchaser or transferee of such mortgagee, chargeholder or encumbrancer that such subsequent purchaser or transferee will be bound by the terms of this Agreement, the Purchase Documents and the Security Agreements, as applicable.

18. Transfer Rights of Sailfish.

Sailfish shall have the right to Transfer, in whole or in part, its rights and obligations under this Agreement, the Purchase Documents and the Security Agreements, as applicable, as follows:

(a) to Wexford or any of its Affiliates, and to any of their respective successors, transferees or assignees (collectively, the "Wexford Transferees"), in each case without the requirement for any consent, approval, notification or other condition, and without any requirement that any Wexford Transferee enter into a separate agreement with the Seller; provided that, upon and by virtue of any such Transfer, the applicable Wexford Transferee shall be deemed to have assumed and to be bound by the terms of the foregoing to the extent of the interests so transferred, and Sailfish shall be automatically and irrevocably released from its obligations under this Agreement to the extent of such transferred interests; or

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(b) to any other purchaser, transferee or assignee who agrees in writing to and with the Seller, in form and content satisfactory to the Seller, acting reasonably, to be bound by the terms of the foregoing, upon the provision of ten (10) Business Days' prior written notice to the Seller, whereupon Sailfish shall be released from its obligations under this Agreement.

For the avoidance of doubt, Transfers under clause (a) may be made from time to time, in one or more transactions, and in each case without restriction, condition or Seller consent.

19. Confidentiality.

(a) Subject to subsection 19(b), neither Sailfish nor the Seller shall, without the express written consent of the other Party (which consent shall not be unreasonably withheld or delayed), disclose any non-public information in respect of the terms of this Agreement or otherwise received under or in conjunction with this Agreement other than to its affiliates or its and its affiliates' respective employees, agents, bankers and/or consultants, prospective transferees, investors and/or requisite regulatory authorities in connection with the procurement of consents and approvals contemplated hereunder.  Neither Party shall issue any press releases or otherwise make public announcements concerning the terms of this Agreement without the consent of the other Party after, to the extent practicable, the other Party has first reviewed the terms of such press release (which consent shall not be unreasonably withheld or delayed), and each Party shall have the right to consent to any use of its name (or the name of any of its affiliates) in any public announcement.  Each Party agrees to reveal such information only to its affiliates or its and its affiliates' respective employees, agents, bankers,  consultants, prospective transferees, financiers, investors and/or requisite regulatory authorities who need to know, who are informed of the confidential nature of the information and who agree to be bound by the terms of this section 19 or are subject to confidentiality obligations substantially the same as those set out in this section 19.  In addition, neither Party shall use any such information for its own use or benefit except for the purpose of enforcing its rights under this Agreement.

(b) Notwithstanding the foregoing:

(i) each Party or its Affiliates shall be entitled to file a copy of this Agreement (including any amendments) under its profile on SEDAR+ (subject to such redactions as may be mutually agreed to by the Parties); and

(ii) each Party may disclose information obtained under this Agreement if it or its Affiliate is required to do so for compliance with applicable Laws, rules, regulations or orders of any Official Body or stock exchange having jurisdiction over such Party or its applicable Affiliate or to allow a current or potential bona fide provider of finance or prospective transferee to conduct due diligence.

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20. Arbitration.

(a) In the event of a dispute in relation to this Agreement, including without limitation, the existence, validity, performance, breach or termination thereof or any matter arising therefrom, including whether any matter is subject to arbitration, the Parties agree to negotiate diligently and in good faith in an attempt to resolve such dispute.

(b) Failing resolution satisfactory to either Party, either Party may request that the dispute be resolved by binding arbitration, conducted in English, in Vancouver, Canada.  The Arbitration Act (British Columbia), as may be amended from time to time, shall apply to such proceedings.

(c) To demand arbitration, either Party (the "Demanding Party") shall give written notice (the "Arbitration Dispute Notice") to the other Party (the "Responding Party"), which Arbitration Dispute Notice shall toll the running of any applicable limitations of actions by law or under this Agreement.  The Arbitration Dispute Notice shall specify the nature of the allegation and issues in dispute, the amount or value involved (if applicable) and the remedy requested.  Within 30 Business Days of receipt of the Arbitration Dispute Notice, the Responding Party shall answer the demand in writing, responding to the allegations and issues that are disputed.

(d) The Demanding Party and the Responding Party shall each select one qualified arbitrator within ten (10) Business Days of the Responding Party's answer.  Each of the arbitrators shall be a disinterested person qualified by experience to hear and determine the issues to be arbitrated.  The arbitrators so chosen shall select a neutral arbitrator within ten (10) Business Days of their selection.

(e) No later than 15 Business Days after hearing the representations and evidence of the Parties, the arbitrators shall make their majority determination in writing and shall deliver one copy to each of the Parties.  The written decision of the arbitrators shall be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration.  There shall be no appeal from the determination of the arbitrators to any court.  The decision rendered by the arbitrators may be entered into any court for enforcement purposes.

(f) The arbitrators may determine all questions of law and jurisdiction (including questions as to whether or not a dispute is arbitratable) and all matters of procedure relating to the arbitration.

(g) The arbitrators shall have the right to grant legal and equitable relief and to award costs (including legal fees and the costs of arbitration) and interest.  The costs of any arbitration shall be borne by the Parties in the manner specified by the arbitrators in their majority determination.  The arbitrators may make an interim order, including injunctive relief and other provisional, protective or conservatory measures, as well as orders seeking assistance from a court in taking or compelling evidence or preserving and producing documents regarding the subject matter of the dispute.

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(h) All papers, notices or process pertaining to an arbitration hereunder may be served on a Party as provided in this Agreement.

(i) The Parties agree to treat as confidential information, in accordance with the provisions of section 19, the following: the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the arbitration; reports, summaries, witness statements and other documents prepared in respect of the arbitration; documents exchanged for the purposes of the arbitration; and the contents of any award or ruling made in respect of the arbitration.  Notwithstanding the foregoing part of this section, a Party may disclose such confidential information in judicial proceedings to enforce, nullify, modify or correct an award or ruling and as permitted under section 19.

21. Representations and Warranties of Sailfish.

Sailfish, acknowledging that the Seller is entering into this Agreement in reliance thereon, hereby represents and warrants to the Seller as follows:

(a) Sailfish is a corporation duly and validly existing under the laws of its governing jurisdiction.

(b) Sailfish has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.  Sailfish has received all requisite board approvals with respect to the execution and delivery of this Agreement.

(c) This Agreement has been duly and validly executed and delivered by Sailfish and constitutes a legal, valid and binding obligation of Sailfish enforceable against Sailfish in accordance with its terms.

(d) Sailfish has not made an assignment for the benefit of creditors, nor is Sailfish the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of the properties or business of Sailfish and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and Sailfish is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any of the foregoing.

22. Representations and Warranties of the Seller.

The Seller acknowledges that Sailfish is entering into this Agreement in reliance thereon, hereby represents and warrants to Sailfish as follows:

(a) Each of the Seller and the Operator is a corporation or limited liability company, as the case may be, duly and validly existing under the laws of its governing jurisdiction and the Seller is up to date in respect of all filings required by law or by any Official Body.

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(b) The Seller has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.  The Seller has received all requisite board approvals with respect to the execution and delivery of this Agreement.

(c) This Agreement has been duly and validly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

(d) No Insolvency Event has occurred with respect to the Seller or the Operator and the Seller is not aware of any circumstance which, with notice or the passage of time, or both, would give rise to any such event.

(e) The Operator is  the owner of the Property and neither the Seller, nor any of its affiliates, has created, incurred, assumed, suffered to exist, or entered into any contract, instrument or undertaking pursuant to which, any Person may have or be entitled to any Encumbrance on or in respect of the Property or any part thereof except for Permitted Encumbrances.

(f) The  Seller has and will deliver to Sailfish an undivided 100% legal and beneficial good, valid, marketable and exclusive ownership title in and to, and actual and exclusive possession of Payable Gold free and clear of any and all Encumbrances.

23. Security, etc.

(a) Concurrently with the  Closing,

(i) the Seller shall grant as security for its obligations under this Agreement, to and in favour of Sailfish, first ranking charges and security interests, subject only to Permitted Encumbrances, in, to and over all present and after-acquired property of the Seller (the "Seller Collateral"), pursuant to a British Columbia law governed general security and a Nevada law governed share pledge agreement (together, the "General Security Agreement").

(ii) the Operator shall execute and deliver a guarantee in favour of Sailfish, (the "Guarantee");

(iii) the Operator shall grant, as security for its obligations under the Guarantee, to and in favour of Sailfish, first ranking charges and security interests in, to and over all present and after-acquired property of the Operator, pursuant to a Nevada law governed security Agreement "Security Agreement"); and

(iv) the Operator shall grant a security interest in the Property and execute and deliver a deed of trust, assignment of leases, rents and contracts, security agreement encumbering the Property, financing statements and any related documentation encumbering the personal property and fixtures associated with the Property (collectively, the "Deed").

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(b) The Seller and the Operator shall cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as Sailfish may from time to time reasonably require to obtain, perfect, maintain and preserve the Security.

24. Costs and Expenses.

Unless otherwise expressly provided in the Purchase Documents, all out-of-pocket costs and expenses incurred by the Parties in connection with the Transaction, this Agreement, the Purchase Documents and the Security Agreements shall be borne and paid by the Parties themselves.

25. Indemnity of Sailfish.

Sailfish shall indemnify and save the Seller (without duplication) and its directors, officers, employees and agents, harmless from and against any and all actual Losses suffered or incurred by them that arise out of or relate to any failure of Sailfish to timely and fully perform or cause to be performed all of the covenants and obligations to be observed or performed by Sailfish pursuant to this Agreement.

26. Indemnity of the Seller.

The Seller shall indemnify and save Sailfish and its directors, officers, employees and agents (the "Sailfish Indemnified Parties" and each a "Sailfish Indemnified Party") harmless from and against any and all actual Losses suffered or incurred by them, that arise out of or relate to any failure of the Seller to timely and fully perform or cause to be performed all of the covenants and obligations to be observed or performed by the Seller pursuant to this Agreement including, without limitation, any and all Losses suffered or incurred by the Sailfish Indemnified Parties in connection or relating to an Event of Default.

27. General Provisions.

(a) Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effectuate the Transaction in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

(b) Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership or other partnership relationship between the Seller as one Party and Sailfish as a second Party.

(c) This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein, provided that matters relating to real property, title or mining laws in respect of the Property shall be governed by the laws of the State of Nevada. In the event of litigation arising from this Agreement in the State of Nevada, the prevailing party shall be entitled to reasonable legal fees to be awarded by the court.

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(d) The Parties hereby attorn and submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia in regard to legal proceedings relating to this Agreement.  For the purpose of all such legal proceedings, the courts of the Province of British Columbia shall have jurisdiction to entertain any action arising under this Agreement.  Notwithstanding the foregoing, nothing in this subsection 27(d) shall be construed nor operate to limit the right of any Party to commence any action relating hereto in any other jurisdiction, nor to limit the right of the courts of any other jurisdiction to take jurisdiction over any action or matter relating hereto.

(e) Time is of the essence of this Agreement.

(f) All references in this Agreement to currency or to "$", unless otherwise expressly indicated, shall be to US Dollars.

(g) If any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of this Agreement which shall be construed as if this Agreement had been executed without the invalid portion.

(h) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand or transmitted by email transmission addressed to:

(i) if to the Seller, to:

Mako Mining Corp.

838 West Hastings St., Suite 700
Vancouver, BC V6C 0A6
Attention: [REDACTED]
Email: [REDACTED]

(ii) if to Sailfish, to:

Sailfish Royalty Corp.

Sea Meadow House

P.O. Box 116

Road Town, Tortola

British Virgin Islands, VG1110

Attention:  [REDACTED]
Email:  [REDACTED]

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Any notice given in accordance with this section, if transmitted by facsimile transmission, shall be deemed to have been received on the next Business Day following transmission or, if delivered by hand, shall be deemed to have been received when delivered.

(i) This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision.  No waiver or breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

(j) Following the execution and delivery of this Agreement, if there shall occur any change in Laws relating to Taxes or other circumstances, each of Sailfish and the Seller will cooperate reasonably with the other Party in implementing any proposed adjustments to the structure of this Agreement, provided that such adjustments have no material adverse impact on the non-proposing Party.

(k) This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

(l) This Agreement shall enure to the benefit of and shall be binding on and shall be enforceable by the Parties and their respective, successors and permitted assigns.

(m) The Parties have expressly required that this Agreement and all notices relating hereto be drafted in English.

(n) This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the Parties with respect to the subject matter hereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.

MAKO MINING CORP.


Per: signed "Ezequiel Sirotinsky"       
        Name: Ezequiel Sirotinsky
        Title: Chief Financial Officer and
 Corporate Secretary		  
 


SAILFISH ROYALTY CORP.
 
 
Per: signed "Paolo Lostritto"
        Name: Paolo Lostritto
        Title: Chief Executive Officer		  
   


Acknowledged and accepted by:

MT. HAMILTON LLC

Per: signed "Ezequiel Sirotinsky"

        Name: Ezequiel Sirotinsky

        Title:

- 32 -

SCHEDULE A

DESCRIPTIONS OF THE MINING CONCESSION

[REDACTED]

 

 

 

 

 

 

 



NOTICE OF SPECIAL MEETING
AND MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO A SPECIAL MEETING OF SHAREHOLDERS OF MAKO MINING CORP.

to be held on February 10, 2026

TAKE ACTION AND VOTE TODAY

The special meeting will be held at 10:00 a.m. (Eastern Time) at Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4, on February 10, 2026

Please read this document and the accompanying materials carefully. These materials are important and require your immediate attention. If you have any questions about these materials or the matters to which they refer, please contact us by telephone at +1 (647) 203-8793 or by email at info@makominingcorp.com.

 

 

 

DATED December 23, 2025

 


LETTER TO SHAREHOLDERS

December 23, 2025

Dear shareholders of Mako Mining Corp.,

On behalf of Mako Mining Corp.'s ("Mako" or the "Corporation") Board of Directors, we are pleased to invite you to join us at our Special Meeting, which will be held at Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4, on Tuesday, February 10, 2026, at 10:00 a.m. (Toronto time). Details on how to attend and vote at the Meeting are provided in the accompanying materials.

At this Meeting, you will be asked to consider and vote on a proposed transaction for the Corporation to acquire, through its wholly-owned subsidiary Mako US Corp., all of the membership interests in Mt. Hamilton LLC, the owner of the Mt. Hamilton project located in Nevada, United States from Sailfish Royalty Corp. ("Sailfish"), which transaction includes the grant of a gold stream and a royalty to Sailfish, a related party to the Corporation (the "Mt. Hamilton Acquisition"), pursuant to a purchase and sale agreement, gold purchase agreement and royalty agreement each entered into on November 26, 2025.

The Mt. Hamilton Acquisition is subject to certain closing conditions, including, among others, receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, and disinterested shareholder approval from Mako's disinterested shareholders.

A special committee of disinterested directors (the "Special Committee") of the Board of Directors of Mako have carefully reviewed and overseen the negotiation of the terms of the Mt. Hamilton Acquisition, including the grant of the gold stream and royalty, and have made its recommendations to the board of directors of the Corporation (the "Board"), and the disinterested members of the Board have approved the Mt. Hamilton Acquisition. In addition, the Special Committee received a fairness opinion from Stifel Nicolaus Canada Inc. confirming that the consideration offered to Sailfish for the Mt. Hamilton Acquisition is fair, from a financial point of view, to the shareholders of the Corporation. The disinterested members of the Board have unanimously determined that the Mt. Hamilton Acquisition is in the best interests of Mako and recommend that disinterested shareholders vote FOR the Mt. Hamilton Acquisition.

This circular provides detailed information about the Mt. Hamilton Acquisition. We encourage you to read it carefully and to vote your shares in advance of the Meeting.

Thank you for your continued support.

Sincerely,

"Eric Fier"

Eric Fier, Chairman of the Board
Mako Mining Corp.

TABLE OF CONTENTS

GENERAL INFORMATION 1
Date of Information 1
Currency 1
Share Capital 1
Who Can Vote 1
Notice and Access 2
Interest of Certain Persons in Matters to be Acted Upon 2
Interest of Informed Persons in Material Transactions 2
Indebtedness of Directors and Executive Officers to the Corporation 2
Management Contracts 3
Other Matters 3
Auditor, Transfer Agent and Registrar 3
Additional Information 3
VOTING INFORMATION 5
APPROVAL OF THE MT. HAMILTON ACQUISITION 10
Background 10
Recommendation of the Special Committee 13
Recommendation of the Board 13
Reasons for the Recommendation 13
The Purchase Agreement 16
The Gold Purchase Agreement 20
The Royalty Agreement 20
Fairness Opinion 21
Shareholder Approval of the Mt. Hamilton Acquisition 22
Canadian Securities Laws Matters 23
Risk Factors 23
DIRECTORS' APPROVAL 30
Schedule "A" GLOSSARY A-1
Schedule "B" MT. HAMILTON ACQUISITION RESOLUTION B-1
Schedule "C" FAIRNESS OPINION C-1

MAKO MINING CORP.


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Date: February 10, 2026
Time: 10:00 a.m. (Toronto time)
Meeting Venue: Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of Mako Mining Corp. (the "Corporation") will be held at Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4, on February 10, 2026, at 10:00 a.m. (Toronto time) for the following purposes:

1. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested shareholders of the Corporation (in accordance with the rules and policies of the TSXV), the full text of which is set forth in Schedule "B" to the accompanying management information circular of the Corporation dated as of December 23, 2025 (the "Circular"), authorizing and approving the completion of the Mt. Hamilton Acquisition, including the grant of the Gold Stream and Royalty, as more particularly described in the Circular; and

6. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This notice is accompanied by the Circular and a form of proxy.

An "ordinary resolution" is a resolution passed by a majority of the votes cast by shareholders who voted in respect of that resolution.

The board of directors of the Corporation has by resolution fixed the close of business on January 2, 2026 as the record date, being the date for the determination of the registered holders of shares entitled to notice of and to vote at the Meeting and any adjournment(s) or postponement(s) thereof.

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting. Shareholders are requested to complete, date and sign the form of proxy (in the return envelope provided for that purpose), or, alternatively, to vote over the internet, in each case in accordance with the instructions set out in the form of proxy. The completed proxy form must be deposited at the office of Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, Attn: Proxy Department, by mail, by fax at 1.416.263.9524 or toll free at 1.866.249.7775, or online at www.investorvote.com, or the proxy vote must otherwise be registered in accordance with the instructions set forth in the form of proxy. Non-registered shareholders who receive the proxy-related materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their broker or intermediary.

The Corporation urges all disinterested shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out above. To be effective, a proxy must be received by Computershare not later than 10:00 a.m. (Toronto time) on February 6, 2026, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the postponed or adjourned meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his or her discretion. The Chairperson is under no obligation to accept or reject any particular late proxy.

DATED at Toronto, Ontario as of the 23rd day of December, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Eric Fier"
_____________________________________

Eric Fier

Chairman of the Board

2

GENERAL INFORMATION

This Circular is furnished in connection with the solicitation by management of Mako of proxies to be used at the Meeting and any adjournment thereof, to be held at Suite 3200, Bay Adelaide Centre - North Tower, Blackwell Boardroom, 40 Temperance St., Toronto, ON, M5H 0B4, on February 10, 2026, at 10:00 a.m. (Toronto time) for the purposes set forth in the enclosed notice of meeting (the "Notice of Meeting").

Date of Information

This Circular is dated December 23, 2025.

Currency

All dollar amounts are expressed in United States dollars unless otherwise indicated.

This Circular is being mailed with a form of proxy or voting instruction form, in accordance with applicable laws.

Share Capital

The Board of Directors has fixed the close of business on January 2, 2026 as the Record Date, being the date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

The Corporation's authorized capital consists of an unlimited number of Common Shares without par value. As of the date of this Circular, the Corporation had 87,009,006 fully paid and non-assessable Common Shares issued and outstanding, each carrying the right to one vote.

Who Can Vote

A disinterested holder of record of one or more Common Shares on the Record Date who either attends the Meeting personally or deposits a proxy in the manner and subject to the provisions described herein will be entitled to vote or to have such Common Share voted at the Meeting except to the extent that a holder of record of one or more Common Shares:

(a) has transferred the ownership of any such Common Shares after the Record Date; and

(b) the transferee produces a properly endorsed share certificate for, or otherwise establishes ownership of, any of the transferred Common Shares and makes a demand to Computershare no later than 10 days before the Meeting that the transferee's name be included in the list of shareholders in respect thereof.

Under the Corporation's current Articles the quorum for the transaction of business at the Meeting requires at least two shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the Meeting, to be present in person or represented by proxy, irrespective of the number of persons actually present at the Meeting. If such a quorum is not present in person or by proxy, we will reschedule the Meeting.

Principal Holders of Voting Securities

To the knowledge of the directors and executive officers of the Corporation as of the Record Date, no person beneficially owns, controls or directs, directly or indirectly, 10% or more of the voting rights attached to the Common Shares, other than as set forth below.


Name

No. of Shares Beneficially Owned,
Controlled or Directed, Directly or
Indirectly(1)

Percentage of
Outstanding
Shares(1)

Wexford Capital LP(2)

40,109,072

46.10%

Notes:

(1) Information as to ownership of shares has been obtained from System for Electronic Disclosure by Insiders which includes Wexford on behalf of private funds managed by Wexford, including Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Wexford Focused Trading Limited and Debello Trading Limited.

(2) Akiba Leisman, Chief Executive Officer and a director of the Company, is a consultant of Wexford and Mr. Paul Jacobi is a partner at Wexford.

Notice and Access

The Corporation is not relying on the notice-and-access delivery procedures outlined in National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") to distribute copies of the Meeting Materials.

Interest of Certain Persons in Matters to be Acted Upon

Other than as described in Approval of the Mt. Hamilton Acquisition - Background in this Circular, and as described below, none of the directors or executive officers of the Corporation, none of the persons who have been directors or executive officers of the Corporation since the commencement of the Corporation's last completed financial year, and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the Mt. Hamilton Acquisition, or any matter of special business to be acted upon at the Meeting.

Akiba Leisman is the Chief Executive Officer and a director of the Corporation and is also Executive Chairman of Sailfish. Paul Jacobi is a director of the Corporation and is also a partner at Wexford. Asheef Lalani is a director of the Corporation and is also a director of Sailfish.

The Special Committee and Board are aware of these interests and considered them when reaching their respective recommendations.

Interest of Informed Persons in Material Transactions

Except as described herein, no informed person of the Corporation, or any associate or affiliate of any informed person, has or had any material interest, direct or indirect, in any transaction since January 1, 2025, or in any proposed transaction that has materially affected or could materially affect the Corporation or any of its subsidiaries.

Indebtedness of Directors and Executive Officers to the Corporation

No individual who is, or at any time during the most recently completed financial year of the Corporation was, a director, executive officer, employee or former director, executive officer or employee of the Corporation, or any of their associates, is indebted to the Corporation or any subsidiary of the Corporation, or was so indebted at any time during the last completed fiscal year of the Corporation, nor have any such individuals been or are they currently indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement provided by the Corporation or any subsidiary of the Corporation.

2

Management Contracts

No management functions of the Corporation or its subsidiaries are to any substantial degree performed by a person or company other than the directors and officers of the Corporation or its subsidiaries.

Other Matters

It is not known whether any other matters will come before the Meeting other than those set forth in this Circular and in the Notice of Meeting, but if any other matters do arise, the person named in the form of proxy intends to vote on any poll, in accordance with their best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

Auditor, Transfer Agent and Registrar

The auditor of the Corporation is PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia.

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada, 510 Burrard Street, 3rd Floor, Vancouver, BC, V6C 3B9.

Additional Information

Additional information relating to the Corporation may be found under the Corporation's profile on SEDAR+ at www.sedarplus.ca. Additional financial information is provided in the Corporation's comparative annual consolidated financial statements and management's discussion and analysis for the year ended December 31, 2024, which can be found under the Corporation's profile on SEDAR+ at www.sedarplus.ca or on the Corporation's website at www.makominingcorp.com/investors/financial-reports. Shareholders may also request these documents from the Corporation by e-mail at info@makominingcorp.com.

Cautionary Statement Regarding Forward-Looking Information and Statements

Information and statements contained in this Circular and the documents incorporated by reference herein that are not historical facts are considered forward-looking information and statements under applicable securities laws that involve risks and uncertainties (together "forward-looking statements"). Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend", "estimate", "plan", "budget", "schedule", "project", "forecast" or the negative of these terms and similar expressions. Forward-looking statements in this Circular include, but are not limited to: statements with respect to the completion of the Mt. Hamilton Acquisition, including the grant of the Gold Stream and Royalty,  and the timing for completion and commencement of such payments by Mako, as applicable; the satisfaction of closing conditions, which include, without limitation (i) Mako obtaining the required disinterested shareholder approval, (ii) Mako receiving final approval from the TSXV for the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, and (iii) other closing conditions; statements and information concerning the covenants of the Corporation and Sailfish; the timing for closing; the likelihood of the Mt. Hamilton Acquisition being completed; statements made in, and based on the Fairness Opinion; statements relating to the business and future activities of, and developments related to, the Corporation after the date of this; and other events or conditions that may occur in the future.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of the Corporation to differ materially from any future plans, results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others:

3

4

In addition, forward-looking information contained in this Circular is based on certain assumptions and involves risks related to the completion, or non-completion of the Mt. Hamilton Acquisition, and the business and operations of Mako. Forward-looking information contained in this Circular is based on certain assumptions including that:

Other assumptions include, but are not limited to; the price of metals; competitive conditions in the mining industry; title to mineral properties; financing and funding requirements; general economic, political and market conditions; and changes in laws, rules and regulations applicable to Mako.

Although the Corporation has attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in forward-looking statements in this Circular there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information.

Accordingly, readers should not place undue reliance on forward-looking statements in this Circular, nor in the documents incorporated by reference in this Circular. All of the forward-looking statements made in this Circular, including all documents incorporated by reference in this Circular, are qualified by these cautionary statements.

Shareholders are cautioned not to place undue reliance on forward-looking statements. Mako undertakes no obligation to update any of the forward-looking statements in this Circular or incorporated by reference in this Circular, except as required by law.

VOTING INFORMATION

The Corporation will hold this Meeting in person only. We strongly encourage Registered Shareholders (as herein defined) to vote on the matters before the Meeting by proxy in the manner set out below regardless of whether such shareholders will be attending the Meeting.

Only Registered Shareholders and duly appointed proxyholders may vote at the Meeting. Registered Shareholders and duly appointed proxyholders who participate at the Meeting will be able to listen to the Meeting, ask questions and vote, all in real time. A Registered Shareholder or a Beneficial Shareholder (as herein defined) who has appointed themselves or a third-party proxyholder to represent them at the Meeting, will appear on a list of shareholders prepared by Computershare. To have their Common Shares voted at the Meeting, each Registered Shareholder or duly appointed proxyholder will be required to enter their control number or other passcode prior to the start of the Meeting.

Beneficial Shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests will be able to listen to the Meeting but will not be able to vote or ask questions at the Meeting. This is because the transfer agent, Computershare, does not have a record of Beneficial Shareholders and, as a result, will have no knowledge of shareholdings or entitlement to vote, unless the Beneficial Shareholder appoints itself as proxyholder.

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If you are a Beneficial Shareholder and wish to vote at the Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the voting instruction form sent to you and follow all of the applicable instructions, including the deadline, provided by the Intermediary.

Revocation of Proxies

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a Registered Shareholder, his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of Mako at 838 West Hastings Street, Suite 700, Vancouver, British Columbia, V6C 0A6, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the Chairperson of the Meeting on the day of the Meeting.

Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact Computershare or their broker or other Intermediary to arrange to change their voting instructions.

Management Solicitation

The solicitation of proxies will be conducted by management, primarily by mail and may be supplemented by telephone, electronic or other personal contact to be made without special compensation by the directors, officers and regular employees of the Corporation. The Corporation does not reimburse shareholders, nominees or agents for costs incurred in obtaining from their principals, authorization to execute forms of proxy except in such circumstances that the Corporation has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Corporation will reimburse such brokers and nominees for their related out-of-pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation. No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Corporation.

This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such a solicitation.

Proxies and Voting Rights

Appointment of Proxy

A shareholder is entitled to one vote for each Common Share (as defined below) that such shareholder held on the Record Date on the resolutions to be voted upon at the Meeting, and any other matter to properly come before the Meeting.

The persons named as proxyholders (the "Designated Persons") in the enclosed form of proxy are directors and/or officers of the Corporation.

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A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER), OTHER THAN THE DESIGNATED PERSONS, TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S COMMON SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING. IF THE NOMINEE IS A COMPANY, THE COMPANY MUST PROVIDE THE INSTRUMENT APPOINTING THE OFFICER OR ATTORNEY WHO CAN VOTE ON BEHALF OF THE COMPANY AS PROXYHOLDER, AS THE CASE MAY BE, OR A NOTARIZED OR CERTIFIED COPY THEREOF.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not being able to participate in the Meeting. To register a proxyholder, Shareholders MUST visit service@computershare.com by (10:00 a.m. (Toronto Time) on February 6, 2026) and provide Computershare with their proxyholder's contact information.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, by telephone by calling 1-866-732-VOTE (8683), International -312-588-4290, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 10:00 a.m. (Toronto Time) on February 6, 2026, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed Meeting. If a shareholder who has submitted a proxy attends the Meeting in person, any votes cast by such shareholder on a ballot or poll will be counted and the submitted proxy will be disregarded.

A proxy is not valid unless it is dated and signed by the shareholder who is giving it or by that shareholder's attorney duly authorized in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney for the corporation. If a form of proxy is executed by an attorney for an individual shareholder or joint shareholders, or by an officer or attorney for a corporate shareholder, the instrument so empowering the officer or attorney, as the case may be, or a notarized certified copy thereof, must accompany the form of proxy.

If not dated, the proxy will be deemed to have been dated the date it is mailed to shareholders.

Registered Shareholders

A shareholder (a "Registered Shareholder") whose name appears on the certificate(s) representing the Common Shares are entitled to notice of, and to vote, at the Meeting. If you are a Registered Shareholder of the Corporation and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with Computershare.

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Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons

The Common Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

If no choice is specified in the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to that matter upon the Designated Persons named in the form of proxy. It is intended that the Designated Persons will vote the Common Shares represented by the proxy FOR each matter identified in the proxy.

The enclosed form of proxy confers discretionary authority upon the Designated Persons with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Common Shares on any matter, the Common Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

Beneficial Shareholders

The information set out in this section is of significant importance to those shareholders who do not hold Common Shares in their own name. Shareholders who do not hold Common Shares in their own name (referred to in this Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as of the Record Date as the registered holders of Common Shares can be recognized and acted upon at the Meeting.

If you are a Beneficial Shareholder of the Corporation and received the Meeting Materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the names of the shareholder's broker or an agent or nominee of that broker.

Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person well in advance of the Meeting.

Only Registered Shareholders as of the Record Date or their duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" or "beneficial" Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or other Intermediary or in the name of a clearing agency.

Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners", or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non-Objecting Beneficial Owners", or "NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries via their transfer agents and use this NOBO list for distribution of "proxy-related materials" (as such term is defined in NI 54-101) directly to NOBOs.

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The Meeting Materials are being made available to both Registered Shareholders and non-registered or Beneficial Shareholders. If you are a non-registered shareholder and the Corporation or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. In this event, by choosing to send the Meeting Materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) making available the materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation has elected to send the Meeting Materials directly to NOBOs, and indirectly through Intermediaries to OBOs. The Corporation intends to pay for Intermediaries to deliver the Meeting Materials to OBOs. Intermediaries are required to forward the Meeting Materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. Very often, Intermediaries will use service companies to forward Meeting materials to Beneficial Shareholders. Generally, Beneficial Shareholders who have not waived the right to receive the Meeting materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Beneficial Shareholder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Shareholder when submitting the proxy. If the Beneficial Shareholder does not wish to attend and vote at the virtual Meeting (or have another person attend and vote on the holder's behalf), the Beneficial Shareholder must complete the form of proxy and deposit it with Computershare, as provided above; or

(b) be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "proxy authorization form") which the Intermediary must follow. Typically, the proxy authorization form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a barcode and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. If the Beneficial Shareholder does not wish to attend and vote at the virtual Meeting in person (or have another person attend and vote on the holder's behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form.

In either case, the purpose of this procedure is to permit a Beneficial Shareholder to direct the voting of the Common Shares which they beneficially own. Beneficial Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered. Only Registered Shareholders have the right to revoke a proxy. A Beneficial Shareholder who wishes to change its vote must arrange for its Intermediary to revoke its proxy on its behalf.

Beneficial Shareholders who wish to vote at the virtual Meeting must insert their own name in the blank space provided on the voting instruction form or form of proxy, follow the applicable instructions provided by the Intermediary.

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APPROVAL OF THE MT. HAMILTON ACQUISITION

Sailfish is a Non-Arm's Length Party (as such term is defined in the policies of the TSXV) in respect of the Corporation (see "Canadian Securities Law" below). Accordingly, the TSXV requires evidence of value supporting the consideration paid and delivered by the Corporation to Sailfish in connection with the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, as contemplated under Section 5.7(d), Section 5.9(b), and Section 5.12 of TSXV Policy 5.3.  The Corporation has chosen to satisfy such evidenced of value requirement by seeking the approval of the disinterested shareholders of the Corporation for the completion of the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty.

At the Meeting, the disinterested shareholders will be asked to consider, and if deemed appropriate, to approve, with or without variation, the Mt. Hamilton Acquisition Resolution, being an ordinary resolution of disinterested shareholders (in accordance with the rules and policies of the TSXV) authorizing and approving the completion of the Mt. Hamilton Acquisition, including the grant of the Gold Stream and Royalty which is considered a disposition under TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets ("TSXV Policy 5.3"). The full text of the Mt. Hamilton Acquisition Resolution is included as Schedule "B" to this Circular.

Background

Senior management and the Board of Mako regularly consider and investigate opportunities to strategically grow the business and enhance value for Shareholders, including through strategic transactions with various industry participants. Throughout 2025, Mako continued to evaluate and execute on opportunities to expand and enhance its portfolio of mineral and mining projects in top-tier, favourable mining jurisdictions in support of its long-term growth strategy.

Starting in August, 2025, management of Mako engaged in discussions with Sailfish to discuss Mako's interest in participating in a potential structured transaction to acquire the Property.

On August 19, 2025, the Board appointed a Special Committee comprised of John Hick (Chair), Mario Caron, Laurie Gaborit and Eric Fier to independently consider, oversee and assist in the negotiation of the proposed acquisition of 100% of the membership interest in Mt. Hamilton LLC (the "Membership Interests"), the owner of the Property, from Sailfish, acting as the Corporation's nominee, agent and bare trustee in connection with the proposed Mt. Hamilton Acquisition.

On August 26, 2025, the Special Committee met and approved the adoption of its mandate and discussed retaining Stifel as its independent financial advisor and  Cassels Brock & Blackwell LLP as its legal counsel, and commencing a formal due diligence process. The Special Committee received a presentation from management on the proposed acquisition of Mt. Hamilton. Management advised that PricewaterhouseCoopers LLP have been engaged as the Corporation's tax advisors in connection with the proposed transaction. Mr. Leisman advised that management had discussions in August with potential lenders regarding obtaining a bridge loan to fund the purchase price for the Mt. Hamilton Acquisition; however, based on discussions with Sailfish and Wexford, it was ultimately determined more desirable for Sailfish to secure a bridge loan on commercially reasonable terms in the amount of $40,000,000 from Wexford, or funds managed by Wexford, and have Sailfish act as Mako's nominee, agent and bare trustee in connection with the Mt. Hamilton Acquisition. Mr. Leisman discussed with the Special Committee the potential of a future equity raise, noting however that raising funds through an equity raise in the current market environment for the Mt. Hamilton Acquisition is not desirable.

Over the course of August 2025 through September 2025, the Special Committee held eight formal meetings to receive management, legal and financial updates and presentations in connection with the proposed Mt. Hamilton Acquisition, and to discuss and engage in the progress of the ongoing due diligence process and negotiation of a term sheet with Sailfish.

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On September 10, 2025, the Special Committee entered into a financial advisory letter agreement with Stifel in connection with formally engaging Stifel as its financial advisor in connection with the proposed Mt. Hamilton Acquisition.

From September 14-17, 2025, Mr. Munoz, Chief Operating Officer of the Corporation, and the Corporation's technical team attended a site visit to the Mt. Hamilton Project and visited the site office and met with the Property technical team as part of Mako's due diligence process.

On September 15, 2025, the Special Committee received a presentation from its financial advisor, Stifel, on the proposed Mt. Hamilton Acquisition, which included a discussion of the transaction rationale and considerations, both strategic and financial, including a financial model overview and sensitivity analysis, taking into account the proposed gold stream and 2% net smelter royalty to be granted to Sailfish in connection with the proposed transaction.

On September 18, 2025, the Special Committee met and received an update from Mr. Munoz on his technical team's site visit to the Property, confirming the team's satisfaction with the technical status of the Property based on its site visit and due diligence review to-date.

On September 25, 2025, the Special Committee met to discuss making its recommendations to the Board for approval to proceed with the proposed Mt. Hamilton Acquisition and to enter into the binding term sheet setting out the indicative terms for the transaction with Sailfish and Wexford. The Special Committee recommended that the Board approve the proposed Mt. Hamilton Acquisition and the entering of the binding term sheet by the Corporation. The Special Committee met again on September 26, 2025 for a further update regarding the proposed Mt. Hamilton Acquisition structure.

On September 25, 2025, following the Special Committee meeting, the Board met to receive the report of the Special Committee outlining the recommendations and reasoning for recommending approval of the proposed Mt. Hamilton Acquisition, following which, the disinterested members of the Board, with Messrs. Leisman, Jacobi and Lalani abstaining, voted to approve the proposed Mt. Hamilton Acquisition.

On September 29, 2025, the Corporation, Wexford, and Sailfish entered into the final binding term sheet summarizing the terms upon which Sailfish agreed to purchase, as agent and bare trustee for the Corporation or a subsidiary thereof, 100% of the membership interest in Mt. Hamilton LLC.

From October through November 2025, the Special Committee formally met three times to discuss the status of the transaction, completion of final due diligence matters, review of the final title opinion issued to the Corporation dated October 22, 2025 on Mt. Hamilton and to engage in the review and negotiation of the draft Purchase Agreement, Gold Purchase Agreement and Royalty Agreement to be entered into with Sailfish in connection with the proposed Mt. Hamilton Acquisition.

On November 25, 2025, the Special Committee received from Stifel the Fairness Opinion and met to discuss the terms and condition of the final Purchase Agreement, Gold Purchase Agreement and Royalty Agreement, and to discuss its recommendations to the Board to approve the entering into by the Corporation of the final Purchase Agreement, Gold Purchase Agreement and Royalty Agreement with Sailfish.

On November 26, 2025, the Board met to receive the report of the Special Committee in connection with its recommendation that the Board approve the entering into by the Corporation of each of the Purchase Agreement, the Gold Purchase Agreement and the Royalty Agreement, following which, the  members of the Board, with Messrs. Leisman, Jacobi and Lalani abstaining, voted to approve the entering into by the Corporation of all such definitive agreements.

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On November 26, 2025, concurrent with the completion of the purchase of the Membership Interests by Sailfish from Mt. Hamilton Holding LLC (the "Sailfish-Mt. Hamilton Vendor Closing"), the Corporation, Mako US and Sailfish entered into the Purchase Agreement in connection with the transfer of the Membership Interests to Mako US by Sailfish, acting as nominee, agent and bare trustee for Mako US, the Gold Purchase Agreement in connection with the gold stream granted by Mako to Sailfish and to be secured in favour of Sailfish, in the normal course, at the time of Closing (the "Gold Stream"), and the Royalty Agreement, in connection with the 2% net smelter return royalty granted by Mako US to Sailfish on the Property (the "Royalty").

The consideration paid by Sailfish to the Mt. Hamilton Vendor for the purchase of the Membership Interests at the Sailfish Mt. Hamilton Vendor Closing, acting as Mako US's agent/nominee and bare trustee under the terms of the Purchase Agreement, was $40,000,000 in cash (the "Property Purchase Price").

Prior to the Sailfish-Mt. Hamilton Vendor Closing, the equivalent of the Property Purchase Price was advanced by certain funds managed by Wexford (collectively, the "Wexford Lenders") to Sailfish pursuant to a secured non-revolving bridge finance facility (the "Wexford-Sailfish Loan"), which funds were immediately provided to Mako by Sailfish pursuant to the terms of the Purchase Agreement, Gold Purchase Agreement and Royalty Agreement, respectively, for the purchase of the Gold Stream and Royalty. Mako then concurrently made a capital contribution of such funds to its wholly-owned subsidiary, Mako US, and Mako US concurrently directed Sailfish to use such funds to satisfy the Property Purchase Price and acquire the Membership Interests, acting as its nominee, agent and bare trustee, from the Mt. Hamilton Vendor. The Wexford-Sailfish Loan is secured by, among other things, a collateral assignment by Sailfish  in favour of Wexford, as agent on behalf of the Wexford Lenders, of all of Sailfish's right, title and interest in the Gold Stream and Royalty. In the event Sailfish defaults under the Wexford-Sailfish Loan, Wexford may require Sailfish to transfer all of its rights under the Gold Purchase Agreement and Royalty Agreement to Wexford or any affiliates of Wexford, including the Wexford Lenders.

Under the terms of the Purchase Agreement, Sailfish immediately transferred the beneficial title to the Membership Interests and operational control over the Property to Mako US, and agreed to retain legal registered ownership of the Membership Interests for and on behalf of Mako US as its nominee, agent and bare trustee, pending receipt by the Corporation of all applicable Shareholder and TSXV approvals, following which Sailfish shall transfer the registered legal registered ownership of the Membership Interests to Mako US in accordance with the terms of the Purchase Agreement and the parties will close the purchase and sale transaction.

In the event that the Mt. Hamilton Acquisition cannot be completed due to the inability of either the Corporation or Sailfish to obtain all required shareholder and regulatory approvals, respectively, Wexford has agreed to immediately elect to purchase or cause its designee to purchase all of the Membership Interests as further described below (the "Fallback Sale"). The purchase price for the Fallback Sale will be equal to the then outstanding principal and interest amount owing by Sailfish to Wexford and the Wexford Lenders under the Wexford-Sailfish Loan, and will be applied by way of set-off to, as between Mako and Sailfish, repay the purchase price for the Gold Stream and Royalty and, as between Sailfish and Wexford and the Wexford Lenders, extinguish all amounts owing under the Wexford-Sailfish Loan. Following completion of the Fallback Sale, the Corporation will not incur future costs relating to Mt. Hamilton LLC or the Property. In the event the Fallback Sale is necessary, the Purchase Agreement will be terminated, and each of the Gold Purchase Agreement, including all security agreements entered in connection therewith, and the Royalty Agreement will be terminated ab initio and the Gold Stream and Royalty will never come into force or effect.

The Corporation received conditional approval from the TSXV for the Mt Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, on December 22, 2025.

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Recommendation of the Special Committee

The Special Committee, having undertaken a thorough review of, and having carefully considered the terms of the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty and the deal protection of the Fallback Sale, under the terms of the Purchase Agreement, the Gold Purchase Agreement and the Royalty Agreement, and after consulting with Stifel and legal counsel and receiving the Fairness Opinion, unanimously recommended that the independent members of the Board approve the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty.

Recommendation of the Board

The disinterested members of the Board, with Akiba Leisman, Paul Jacobi and Asheef Lalani abstaining from voting, having undertaken a thorough review of, and having carefully considered the terms of the Mt. Hamilton Acquisition, including the grant of the Stream and the Royalty and the terms related to a potential Fallback Sale, under the terms of the Purchase Agreement, the Gold Purchase Agreement and the Royalty Agreement, and after having received the unanimous recommendation of the Special Committee, determined that the Mt. Hamilton Acquisition is in the best interests of the Corporation and the consideration for the Mt. Hamilton Acquisition is fair to the Corporation and its disinterested shareholders. Accordingly, the disinterested members of the Board recommend that disinterested shareholders vote FOR the Mt. Hamilton Acquisition Resolution.

Reasons for the Recommendation

The following includes forward-looking information and readers are cautioned that actual results may vary. See "Approval of the Mt. Hamilton Acquisition - Risk Factors".

The Special Committee's recommendations are based on the totality of the information presented and considered by it. The following summary of the information and factors considered by the Special Committee is not intended to be exhaustive but rather a summary of the material information and factors considered by the Special Committee in its consideration of the Mt. Hamilton Acquisition. In view of the variety of factors and the amount of information considered in connection with the Special Committee's review and evaluation of the Mt. Hamilton Acquisition, the Special Committee did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its recommendations. The recommendations of the Special Committee were made after consideration of the factors noted below, other factors, and in light of the Special Committee's knowledge of the business, financial condition and prospects of the Corporation, and taking into account the advice of the Special Committee's legal and financial advisors. Individual members of the Special Committee may have assigned different weights to different factors. The Special Committee, and the independent members of the Board, considered and approved the grant of the Gold Stream and Royalty as part and parcel of the Mt. Hamilton Acquisition, which were approved as a single transaction in the best interests of the Corporation and its disinterested shareholders.

In making its recommendations, the Special Committee considered various factors, including those set out below:

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• Fairness Opinion. The Special Committee received a presentation from its financial advisors, Stifel, on the proposed Mt Hamiton Acquisition and received a written fairness opinion from Stifel confirming that, based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the consideration to be paid by the Corporation to Sailfish for the Mt. Hamilton Acquisition is fair, from a financial point of view, to the shareholders of the Corporation.

• Negotiated Transaction. The binding term sheet and the Purchase Agreement, the Gold Purchase Agreement and Royalty Agreement were the result of a comprehensive negotiation process with respect to the key elements of the transaction, and include terms and conditions considered reasonable in the judgment of the Special Committee, after taking into account the advice of its financial and legal advisors. The Special Committee took an active and independent role in overseeing the negotiation of the material terms of the binding term sheet and the definitive agreements.

• Minority Shareholder Approval. Although the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, is exempt from the minority approval requirements under MI 61-101, the Corporation is seeking to obtain minority shareholder approval for the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, under the policies of the TSXV to support the value of the transaction.

• Comprehensive Due Diligence. The Special Committee, with the assistance of legal counsel, financial advisors, tax advisors and the Corporation's management and technical teams, undertook a comprehensive financial, legal, tax and technical due diligence process in respect of the purchase of the Membership Interests and the Property.

• Regulatory Approval. The Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, is subject to the approval by the TSXV. The TSXV will consider, among other factors, the current independent technical report on the Property as well as the majority of the minority vote of the shareholders of the Corporation in connection with approving the completion of the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty.

• Other Factors. The Special Committee also considered alternatives to the proposed Mt. Hamilton Acquisition, including status quo, and considered the terms of the proposed transaction with reference to the current economic, industry and market trends affecting the Corporation, information concerning the business, operations, property, assets, financial condition, operating results and prospects of the Corporation and historical trading prices of the Corporation's common shares.

• Deal Protection. The Special Committee considered the safeguard built into the transaction terms with Sailfish to protect both the Corporation and its minority securityholders in the event the necessary shareholder approval and/or TSXV approval is not obtained, whereby Wexford or a designee of Wexford, will immediately elect to acquire Mt. Hamilton LLC and the Property from Sailfish, acting as Mako's agent, bare trustee and nominee, for an equivalent purchase price. Mako will not incur future costs relating to Mt. Hamilton LLC or the Property following completion of such Fallback Sale.

Notes:

1. Refer to the Corporation's press release dated September 30, 2025 for the full mineral resource estimate, and the current technical report titled "NI 43-101 Technical Report on the Mt. Hamilton Property, White Pine County, Nevada, USA"  dated November 17, 2025, prepared by Advantage Geoservices Ltd., APEX Geoscience Ltd. out of Edmonton, Alberta and DRA Americas Inc. The current mineral resource estimate has an effective date of September 23, 2025 and the qualified person for such estimate is Mr. James Gray, P. Geo, of Advantage Geoservices Ltd.  The NI 43-101 Technical Report also provides information on certain agreements, royalties and encumbrances in connection with the Property.

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2. The Corporation understands that this "ore reserve" was prepared for Phillips Petroleum Co. in June 1978. This is an historical estimate and is not being treated by the Corporation as a current mineral resource or mineral reserve under NI 43-101; however, it does provide an indication of tungsten-copper molybdenum mineralization on the Property. No qualified persons have reviewed this historical information or done sufficient work on behalf of Mako to classify the historical estimate as a current mineral resource or mineral reserve under NI 43-101. The Corporation does not have information on the key assumptions, parameters, and methods used to prepare the historical estimate. The Corporation is not aware of any more recent estimates or data available in respect of the historical estimate, and the Corporation is not aware of any more recent estimates or data available in respect thereof.

While the Special Committee considered potentially positive and potentially negative factors, the Special Committee concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Special Committee unanimously determined that the Purchase Agreement is in the best interests of Mako and the consideration for the Mt. Hamilton Acquisition is fair to the Corporation and its disinterested shareholders.

The Purchase Agreement

On November 26, 2025, the Corporation, Mako US and Sailfish entered into the Purchase Agreement. The Purchase Agreement provides for agreement of the parties to complete the Mt. Hamilton Acquisition.

Acquisition

The transfer of Beneficial Ownership and Property Control to Mako US was effected concurrent with closing of the acquisition of all of the outstanding Membership Interests by Sailfish from Mt. Hamilton Holdings LLC (the "Sailfish-Mt. Hamilton Holding Acquisition"), and the entering into of the Purchase Agreement, Gold Purchase Agreement and Royalty Agreement between Sailfish and Mako et al, on November 26, 2025 (the "First Closing Date"). During the interim period of time between the First Closing Date and the completion of the transfer of the registered legal ownership of the Property by Sailfish to Mako US (the "Closing") following receipt of all applicable shareholder and TSXV approvals by the parties, Sailfish has agreed to hold the legal registered ownership of the Property as nominee, agent and bare trustee for and on behalf of Mako US.

Pursuant to the Purchase Agreement, on or before the First Closing Date: (i) Sailfish, Wexford and the Wexford Lenders entered in to the Wexford-Sailfish Loan and Sailfish drew down $40,000,000 thereunder; (ii) Sailfish and Mako entered into the Gold Purchase Agreement; (iii) Sailfish purchased from Mako the Gold Stream under the terms of the Gold Purchase Agreement for $33,000,000 (the "Stream Purchase Amount"); (iv) Sailfish, Mako US and Mako entered into the Royalty Agreement; (v) Sailfish purchased from Mako the NSR Royalty under the terms of the Royalty Agreement for $7,000,000 (the "Royalty Purchase Amount"), and together with the Stream Purchase Amount, the "Stream and Royalty Purchase Amount"); (vi) Mako US directed Sailfish to use the Stream and Royalty Purchase Amount, acting as Mako US's nominee, agent and bare trustee, to satisfy the $40,000,000 acquisition purchase price payable to Mt. Hamilton Holdings LLC and complete the Sailfish-Mt. Hamilton Holding Acquisition pursuant to the terms and conditions of the Purchase Agreement; and (vii) Sailfish assigned and transferred to Mako US the Beneficial Ownership and Property Control.

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Purchase Price

The Purchase Price for the Mt. Hamilton Acquisition is comprised of the Stream and Royalty Purchase Amount, being an aggregate of $40,000,000.

Representations and Warranties

The Purchase Agreement contains certain representations and warranties in favour of each of Mako and Mako US on the one hand, and Sailfish on the other hand; however, given that Sailfish is acting in the capacity of nominee, agent and bare trustee for Mako US in connection with the Mt. Hamilton Acquisition, and the fulsome due diligence performed directly by the Corporation in connection with the Mt. Hamilton Acquisition, the Mt. Hamilton Acquisition is being completed on an "as is where is" basis. 

Closing Covenants

The Purchase Agreement contains certain customary covenants in favour of Mako and Mako US on the one hand, and Sailfish on the other hand, as applicable, with respect to matters relating to the Property and Mt. Hamilton LLC, including: (i) access to the premises, properties, and records, (ii) prohibited actions prior to the closing with respect to corporate, securities, financial and commercial matters, (iii) notice of certain events prior to closing, (iv) certain restrictions on public announcements and confidentiality with respect to the Acquisition, (v) exclusivity, (vi) tax matters, (vii) specific performance, and (viii) reclamation bonds.

Conditions Precedent to Closing

Conditions in Favour of Mako and/or Mako US

The obligation of Mako and/or Mako US to complete the Mt. Hamilton Acquisition is subject to the satisfaction of or compliance with, at, or before the closing, each of the following conditions precedent (each of which may be waived by Mako and/or Mako US, as applicable):

• all representations and warranties of Sailfish contained in the Purchase Agreement shall be deemed to have been made again at and as of the Closing, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or material adverse effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date);

• the Special Committee shall have received an opinion from Stifel that the acquisition of the Membership Interests is fair from a financial point of view to the shareholders of Mako; and

• Sailfish shall have performed and complied in all material respects with all covenants and agreements required by the Purchase Agreement to be performed or complied with by it on or prior to the Closing, and all deliveries contemplated by Section 5.5 thereof shall have been tabled, including, but not limited to, officer's certificates in respect of these conditions (except for the fairness opinion) and authorizing resolutions, resignations and releases of officers and managers of Mt. Hamilton LLC, certificates of status (or equivalent) of Sailfish and Mt. Hamilton LLC, and certain consents, notices and approvals relating to the transfer of the Membership Interests.

Conditions in Favour of Sailfish

The obligation of Sailfish to complete the Mt. Hamilton Acquisition is subject to the satisfaction of or compliance with, at or before the closing, each of the following conditions precedent (each of which may be waived by Sailfish):

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• all representations and warranties of each of Mako US and Mako contained in the Purchase Agreement shall be deemed to have been made again at and as of the Closing, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or material adverse effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date);

• Sailfish shall have received an opinion, oral or written, from Infor Financial Inc. that the transactions contemplated by the Purchase Agreement and the binding term sheet are fair from a financial point of view to Sailfish and the shareholders of Sailfish; and

• Each of Mako US and Mako shall have performed and complied in all material respects with all covenants and agreements required by the Purchase Agreement to be performed or complied with by them on or prior to the Closing, and all deliveries contemplated by Section 5.6 thereof shall have been tabled, including, but not limited to, officer's certificates in respect of these conditions (except for the fairness opinion) and authorizing resolutions, certificates of status (or equivalent) of Mako and Mako US, and certain assignment and assumption agreements.

Mutual Conditions

The obligations of Mako/Mako US and Sailfish to complete the Mt. Hamilton Acquisition are subject to, among others, the satisfaction of or compliance with, at or before Closing, each of the following conditions precedent (each of which may be waived only with the consent in writing of all parties to the Purchase Agreement):

• the TSXV approvals of both Mako and Sailfish and any required shareholder approvals shall have been obtained and such approvals shall remain in full force and effect;

• completion of the Mt. Hamilton Acquisition and completion of all actions and obligations of the parties to the Purchase Agreement required as of the First Closing Date under the terms thereof; and

• no preliminary or permanent injunction or other order or law applicable to Sailfish, or Mako US or Mako shall have been enacted, issued, promulgated, enforced or entered by any governmental body, which enjoins, prohibits, or otherwise makes illegal the transactions contemplated by the Purchase Agreement.

Termination of the Purchase Agreement

The Purchase Agreement may be terminated at any time prior to Closing as follows:

• by mutual written consent of Mako, Mako US and Sailfish;

• by Mako US and Mako, by written notice to Sailfish, if any of the Mutual Conditions or Conditions in Favour of Mako and/or Mako US (both as described above) have not been satisfied or waived by February 13, 2026, except that the right to terminate the Purchase Agreement under this provision shall not be available if the failure of such condition to be satisfied was caused by or resulted from Mako US's or Mako's failure to perform, comply with or fulfill any of its obligations or covenants in the Purchase Agreement to be performed, complied with or fulfilled prior to the Mt. Hamilton Acquisition, or breach of any of its representations and warranties in the Purchase Agreement;

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• by Sailfish, by written notice to Mako US and Mako, if any of the Mutual Conditions or Conditions in Favour of Sailfish (both as described above)  have not been satisfied or waived by February 13, 2026, except that the right to terminate the Purchase Agreement under this provision shall not be available if the failure of such condition to be satisfied was caused by or resulted from Sailfish's failure to perform, comply with or fulfill any of its obligations or covenants in the Purchase Agreement to be performed, complied with or fulfilled prior to the Mt. Hamilton Acquisition, or breach of any of its representations and warranties in the Purchase Agreement;

• by Mako US and Mako or Sailfish in the event that (i) there shall be any law that makes the consummation of the transactions contemplated by the Purchase Agreement illegal or otherwise prohibited or (ii) any governmental body shall have issued an order restraining or enjoining the transactions contemplated by the Purchase Agreement, and such order shall have become final and non-appealable; or

• by Mako or Sailfish in the event that either Sailfish or Mako, following the use of commercial best efforts to do so, fails to obtain the required shareholder and/or regulatory approvals to close the transfer of the Membership Interests from Sailfish to Mako, which event shall trigger the Fallback Sale.

Fallback Sale

In the event that the Purchase Agreement is terminated because either Sailfish or Mako, following the use of commercial best efforts to do so, fails to obtain the required shareholder and/or regulatory approvals to close the transfer of the Membership Interests from Sailfish to Mako:

• Mako US and Mako irrevocably directs Sailfish, as its nominee, agent and bare trustee, to transfer the entirety of the Membership Interests to Wexford, or a designee of Wexford, upon satisfaction of the purchase price therefor payable by Wexford or its designee to Mako US (the "Fallback Purchase Price") equal to the $40,000,000 principal, plus any interest and other amounts outstanding under the Wexford-Sailfish Loan;

• Mako US and Mako shall jointly direct Wexford, or its designee, as applicable, to pay that portion of the aggregate Fallback Purchase Price to Sailfish in full satisfaction of their respective repayment obligations to Sailfish, being (A) the repayment by Mako to Sailfish of the Stream Purchase Amount (the "Stream Repayment"), and (B) the repayment by Mako US to Sailfish of the Royalty Purchase Amount (the "Royalty Repayment"), and Sailfish shall irrevocably accept such respective payments in full and final satisfaction of (A) all Mako's obligations under the Gold Purchase Agreement, and (B) all Mako US's obligations (as well as Mako's obligations as guarantor) under the Royalty Agreement, and each such agreement shall automatically terminate and be rescinded, ab initio, and have no further force or effect under the terms thereof;

• that portion of the Fallback Purchase Price paid to Sailfish that exceeds the amount of the Stream Repayment and the Royalty Repayment shall represent the fee payable to Sailfish for acting as nominee, agent and bare trustee for and on behalf of Mako US under the terms of the Purchase Agreement (the "Agency Fee"), and Sailfish shall irrevocably accept such payment in full and final satisfaction of all obligations of Mako and  Mako US, as applicable, to Sailfish in respect of its role as nominee, agent and bare trustee for and on behalf of Mako US under the terms of the Purchase Agreement;

• immediately after the conclusion of the above step, Sailfish shall cease to act as nominee, agent and bare trustee for and on behalf of Mako US;

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• Sailfish shall use the aggregate amount of the Stream Repayment, the Royalty Repayment and the Agency Fee to set-off all amounts owing by Sailfish to Wexford and the lenders under the Wexford-Sailfish Loan in full and final satisfaction of all Sailfish's obligations under the terms of the Wexford-Sailfish Loan; and

• each of the parties will execute any and all necessary instruments, certificates, directions, agreements and other documents as may be reasonably required to effect the foregoing expeditiously and with a view to completing the Fallback Sale as soon as reasonably practicable upon notice that the requisite shareholder and/or regulatory approvals have not been obtained.

The Gold Purchase Agreement

The Gold Purchase Agreement was entered into between the Corporation and Sailfish on November 26, 2025. Pursuant to the Gold Purchase Agreement, the Corporation has agreed to deliver to Sailfish an amount of refined gold equal to the Payable Gold (as hereinafter defined).  The Corporation shall sell to Sailfish an amount of refined gold equal to 341.7 troy ounces per month, subject to adjustment to ensure that the amount of refined gold per month will not be (the "Adjustment Formula"): (i) less than the equivalent of $738,000 (after deduction of the acquisition price paid by Sailfish to the Corporation in accordance with the Stream Gold Price (as hereinafter defined), which is equivalent to $2,700/oz refined gold; and (ii) more than the equivalent of $1,011,333.33 (after deduction of the acquisition price paid by Sailfish to the Corporation in accordance with the Stream Gold Price), which is equivalent to $3,700/oz Refined Gold (the "Payable Gold") free and clear of any and all encumbrances. For each ounce of refined gold, Sailfish shall pay to the Corporation 20% of the London p.m. fixed price for refined gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) on the date of delivery of such refined gold (the "Stream Gold Price"). The amount of Payable Gold for each delivery per month shall be adjusted upward or downward based on the application of the Adjustment Formula.

The term of the Gold Purchase Agreement will commence upon Closing and end 60 months after Closing (the "Stream Period"). If Closing does not occur, the Gold Purchase Agreement shall terminate ab initio.

For greater certainty, production supporting delivery of gold during the Stream Period is expected to be from the Property, but Mako has the right to source monthly mineral deliveries from any of Mako's other mining properties or elsewhere, including by way of purchase gold credits or by way of the delivery of gold equivalent ounces.

It has been agreed that the Gold Stream will be secured in favour of Sailfish by: (i) first-ranking charges on all present and after-acquired property of Mako, and guaranteed by Mt. Hamilton LLC, as the operator, (ii) first-ranking charges on all present and after-acquired property of Mt. Hamilton LLC; and (iii) a deed of trust granting a security interest in the Property.

The Royalty Agreement

The Royalty Agreement was entered into among the Corporation, Mako US, and Sailfish on November 26, 2025. Upon termination of the Gold Purchase Agreement, contemplated to occur as of the expiry of the Stream Period, Mako US will have the obligation to pay Sailfish the Royalty, being a 2.00% net smelter return royalty on all mineral production with respect to the Property. The Royalty will also extend to the mineral rights within three kilometres of the external boundaries of the Property, if the boundaries of the Property are expanded to cover such area. The Corporation entered into the Royalty Agreement to guarantee the obligations of Mako US under the Royalty Agreement. The Royalty runs with and binds to title of the Property.

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The Royalty Agreement will automatically terminate, ab initio, if Closing is not completed and the Purchase and Sale Agreement is terminated.

Fairness Opinion

In connection with the evaluation of the Mt. Hamilton Acquisition, the Special Committee received and considered the Fairness Opinion.

Stifel was formally retained by the Special Committee pursuant to a financial advisory agreement dated September 10, 2025 (the "Engagement Agreement"). Pursuant to the Engagement Agreement, Stifel agreed to provide financial advisory services to the Special Committee in connection with the Mt. Hamilton Acquisition in consideration for a financial advisory fee and, at the request of the Special Committee, to provide an opinion as to the fairness of the consideration to be offered by the Corporation to Sailfish for the Mt. Hamilton Acquisition, including the Gold Stream and the Royalty, pursuant to the Purchase Agreement, the Gold Purchase Agreement and the Royalty Agreement, to the shareholders of Mako.

The terms of the Engagement Agreement provide for the payment to Stifel of a fixed fee for rendering the Fairness Opinion, which fee is not contingent on the completion of the Mt. Hamilton Acquisition or any other transaction of the Corporation or on the conclusions reached in the Fairness Opinion. In addition, Stifel is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Corporation in certain circumstances.

None of Stifel, its affiliates or associates, is an insider, associate or affiliate (as such terms are defined in the Securities Act (British Columbia)) of Mako, Sailfish or the Mt. Hamilton project or any of their respective associates or affiliates (collectively, the "Interested Parties"). As of the date of the Fairness Opinion, there are no understandings, agreements or commitments between Stifel and any Interested Parties with respect to any future business dealings, however, Stifel may in the future in the ordinary course of business seek to perform financial advisory services for any one or more of them from time to time. Stifel was retained by the Special Committee to, among other things, provide the Fairness Opinion to the Special Committee in respect of the Purchase Agreement. Within the past 24 months, Stifel has acted as advisor to the Special Committee of Mako with respect to the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, and acted as sole bookrunner and co-lead underwriter with respect to Mako's C$40.25 million brokered offering of common shares which closed on October 28, 2025.

In connection with a meeting of the Special Committee held to evaluate entering into of the Purchase Agreement, the Gold Purchase Agreement and the Royalty Agreement in connection with the Mt. Hamilton Acquisition, Stifel rendered its opinion that, subject to the scope of review, assumptions, limitations and qualifications set forth in the Fairness Opinion, as of November 25, 2025, the consideration offered by the Corporation for the Mt. Hamilton Acquisition is fair, from a financial point of view, to the shareholders of the Corporation.

The full text of the Fairness Opinion dated November 25, 2025, which sets forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of review undertaken by Stifel is attached as Schedule "C" to this Circular. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. The Fairness Opinion is not a recommendation as to how any Shareholder should vote or act on any matter relating to the Mt. Hamilton Acquisition or any other matter.

In evaluating the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, the Special Committee considered, among other things, the advice and financial analyses provided by Stifel referred to above as well as the Fairness Opinion. As described under the heading "Reasons for the Recommendation" above, the Fairness Opinion was only one of many factors considered by the Special Committee in evaluating the Mt. Hamilton Acquisition and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Mt. Hamilton Acquisition.

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The Fairness Opinion represents the opinion of Stifel and the form and content of such opinion has been approved for release by a committee of its principals, each of whom is experienced in mergers and acquisitions, divestitures, restructurings, minority investments, capital markets, fairness opinions and valuation matters.

Shareholder Approval of the Mt. Hamilton Acquisition

The Mt. Hamilton Acquisition Resolution, the full text of which is in Schedule "B" to this Circular, must be approved (in accordance with the rules and policies of the TSXV) by a majority of votes cast by holders of Common Shares present in person, or represented by proxy, at the Meeting, excluding votes attached to Common Shares beneficially owned (or over which control or direction is exercised) by: Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Wexford Focused Trading Limited and Debello Trading Limited, Akiba Leisman, Chief Executive Officer and a director of the Corporation and Executive Chairman of Sailfish, Paul Jacobi, a director of the Corporation and a partner at Wexford, Asheef Lalani, a director of the Corporation and a director of Sailfish and Paolo Lostritto, Chief Executive Officer and a director of Sailfish and a shareholder of the Corporation. Accordingly, an aggregate of 42,036,629 Common Shares held by the following persons will be excluded from voting on the Mt. Hamilton Acquisition Resolution:

Name of Shareholder Number and Class of Shares Relationship
Wexford Catalyst Trading Limited 15,967,237 Common Shares Major Shareholder of the Corporation
Wexford Spectrum Trading Limited 23,134,574 Common Shares Major Shareholder of the Corporation
Wexford Focused Trading Limited 716,734 Common Shares Major Shareholder of the Corporation
Debello Trading Limited 290,527 Common Shares Major Shareholder of the Corporation
Akiba Leisman
 		 1,417,772 Common Shares Chief Executive Officer and Director of the Corporation and Executive Chairman of Sailfish
Asheef Lalani 459,096 Common Shares Director of the Corporation and Director of Sailfish
Paolo Lostritto 50,689 Common Shares Chief Executive Officer and Director of Sailfish and Shareholder of Corporation

The disinterested members of the Board recommend that disinterested shareholders vote FOR the Mt. Hamilton Acquisition Resolution.

Unless the shareholder has specified in the accompanying form of proxy that their Common Shares are to be voted against the approval of the Mt. Hamilton Acquisition Resolution, the persons named in the accompanying form of proxy will vote the Common Shares represented by such proxy FOR the approval of the Mt. Hamilton Acquisition Resolution. To be effective, the Mt. Hamilton Acquisition Resolution must be approved by a majority of the votes cast by the disinterested holders of Common Shares (as described above) present in person, or represented by proxy, at the Meeting.

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Canadian Securities Laws Matters

Wexford is a controlling shareholder of both the Corporation and Sailfish. As a result, pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Mt. Hamilton Acquisition (which includes the grant of the Gold Stream and the Royalty and the potential Fallback Sale terms) constitutes a "related party transaction" of the Corporation. The Corporation is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(a), as the fair market value of the consideration for the Mt. Hamilton Acquisition does not exceed 25% of the Corporation's market capitalization, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the consideration for the Mt. Hamilton Acquisition, does not exceed 25% of the Corporation's market capitalization (as determined under MI 61-101).

Sailfish is a Non-Arm's Length Party (as such term is defined in the policies of the TSXV) in respect of the Corporation, and accordingly, the TSXV requires evidence of value supporting the consideration paid and delivered by the Corporation to Sailfish in connection with the Mt. Hamilton Acquisition. As a result of Sailfish being a Non-Arm's Length Party, the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, also constitutes a "Reviewable Transaction" under the policies of the TSXV. The Mt. Hamilton Acquisition has been publicly disclosed in news releases of the Corporation dated September 30, 2025 and November 26, 2025.

The Corporation has not provided the TSXV with evidence of value supporting the consideration to be paid and delivered by the Corporation for the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty, as contemplated under Section 5.7(d), Section 5.9(b), and Section 5.12 of TSXV Policy 5.3, and accordingly, the TSXV requires that the Corporation obtain the approval of the disinterested shareholders of the Corporation for the completion of the Mt. Hamilton Acquisition, including the grant of the Gold Stream and the Royalty.

Risk Factors

Shareholders should carefully consider the following risks related to the Mt. Hamilton Acquisition. Additional risks and uncertainties, including those currently unknown to or considered immaterial by the Corporation, may also adversely affect the Mt. Hamilton Acquisition. The following risk factors are not a definitive list of all risk factors associated with the Mt. Hamilton Acquisition.

Risks Related to the Mt. Hamilton Acquisition

Completion of the Mt. Hamilton Acquisition is Subject to the Satisfaction or Waiver of Several Conditions

The completion of the Mt. Hamilton Acquisition is subject to certain conditions precedent, some of which are outside of the control of Mako and Sailfish, such as the receipt of necessary shareholder approvals, regulatory approvals, and the satisfaction of certain customary closing conditions. There can be no certainty, nor can Mako provide any assurance, that all conditions precedent to the Mt. Hamilton Acquisition will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver.

The Purchase Agreement may be Terminated

The Purchase Agreement may be terminated in certain circumstances, including as a result of a failure to satisfy all necessary closing conditions. Accordingly, there is no certainty, nor can the Corporation provide any assurance, that the Purchase Agreement will not be terminated before the completion of the Mt. Hamilton Acquisition, thereby triggering the Fallback Sale and the termination of the Gold Purchase Agreement and the Royalty Agreement as a deal protection for the Corporation.

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Failure to Complete the Mt. Hamilton Acquisition Could Negatively Impact the Corporation

Failure to complete the Mt. Hamilton Acquisition for any reason could have a negative impact on the Corporation and its affiliates' current business and could have a material adverse effect on the current and future operations, financial condition and prospects of the Corporation, including as a result of the lost opportunity to further diversify the Corporation's portfolio of projects in a top tier, stable mining jurisdiction and as a result of having incurred any potential costs and liabilities associated with the Project during the interim period between the Sailfish-Mt. Hamilton Holding Closing and the Closing which may no be recouped. Furthermore, if the Mt. Hamilton Acquisition is not completed, the market price of the Common Shares may decline to the extent that such price reflects a market assumption that the Mt. Hamilton Acquisition will be completed. As a result, the business of Mako may suffer, and the Corporation will remain liable for significant technical consultant, accounting, financial advisory and legal costs related to the Mt. Hamilton Acquisition.

The Mt. Hamilton Acquisition May Divert the Attention of the Corporation's Management

The pendency of the Mt. Hamilton Acquisition could cause the attention of the Corporation's management to be diverted from the day-to-day operations of the Corporation. These disruptions could be exacerbated by a delay in the completion of the Mt. Hamilton Acquisition and could have an adverse effect on the business, operating results or prospects of the Corporation, which could have a material and adverse effect on the business, financial condition, results of operations or prospects of the Corporation.

Interests of Certain Persons in the Mt. Hamilton Acquisition

Certain directors and senior officers of the Corporation, and the Corporation's significant shareholder, may have interests in the Mt. Hamilton Acquisition that may be different from, or in addition to, the interests of shareholders generally including, but not limited to, those interests discussed in this Circular. In considering the recommendation of the disinterested members of the Board to vote FOR the Mt. Hamilton Acquisition Resolution, disinterested shareholders should consider these interests.

Risks Relating to the Corporation Post-Mt. Hamilton Acquisition

Disinterested shareholders should carefully consider the following risks related to the anticipated business of Mako post-Mt. Hamilton Acquisition. Additional risks and uncertainties, including those currently unknown to or considered immaterial by the Corporation, may also adversely affect Mako's business. The following risk factors are not a definitive list of all risk factors associated with Mako's business.

Mineral Property Exploration and Mining Risks

The business of mineral deposit exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. The main operating risks include: securing adequate funding to maintain and advance exploration properties; ensuring ownership of and access to mineral properties by confirmation that option agreements, claims and leases are in good standing; obtaining permits for drilling and other exploration activities; availability of drilling and related equipment; unusual and unexpected geologic formations; seismic activity; rock bursts; cave-ins or slides; flooding; pit wall failure; periodic interruption due to inclement or hazardous weather conditions; and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or death, damage to property, environmental damage and possible legal liability. Milling operations are subject to hazards such as fire, equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short-term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects. If any of the above-mentioned risks were to materialize, each could have a material adverse impact on the Corporation's business, results of operations, financial results and prospects.

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Acquisition Transaction Risks

The Corporation may not be able to successfully integrate the Property into its business and and/or may not be successful in developing the Property on the timeline currently anticipated or at all. Acquisition transactions involve inherent risks, including but not limited to:

Title to Mineral Property Risks

Despite receiving a title opinion addressed to the Corporation in connection with the Property, the Corporation cannot give any assurance that title to the Property will not be challenged or impugned and cannot guarantee that the Corporation will have or acquire valid title to the mineral property. If the Corporation's title to the Property is challenged or impugned, this could have a material adverse impact on the Corporation's business, results of operations, financial results and prospects.

Commodity Price Risk

Precious and base metal prices are subject to volatile price movements, which can be material and occur over short periods of time and which are affected by numerous factors, all of which are beyond the Corporation's control. Such factors include, but are not limited to, interest and exchange rates, inflation or deflation, fluctuations in the value of the U.S. dollar and foreign currencies, global and regional supply and demand, speculative trading, the costs of and levels of precious and base metal production, and political and economic conditions. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems, the strength of and confidence in the U.S. dollar (the currency in which the prices of precious and base metals are generally quoted) and political developments. The effect of these factors on the prices of precious and base metals, and therefore the economic viability of any of the Corporation's properties cannot be accurately determined. The prices of copper, gold and silver have historically fluctuated widely, and future price declines could cause the development of (and any future commercial production from) the Corporation's properties to be impracticable or uneconomic. As such, the Corporation may determine in the future that it is not economically feasible to commence commercial production at the Property, which could have a material adverse impact on the Corporation's business, results of operations, financial results and prospects. In such a circumstance, the Corporation may also curtail or suspend some or all of its exploration activities on the Property.

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Reliance on Senior Management and Key Personnel

The success of the Corporation and its business depends to a large extent upon its abilities to retain the services of its senior management and key personnel. The loss of the services of any of these persons, or the failure to attract or retain additional key individuals with the necessary skills needed to successfully operate and growth the business, could have a materially adverse effect on the Corporation's business and prospects. There is no assurance the Corporation can maintain the services of its officers, directors or other qualified key personnel required to operate its business.

Regulatory Risks

The mining industry is subject to extensive controls and regulations imposed by various levels of government. All current legislation is a matter of public record and the Corporation will be unable to predict the interpretation of existing legislation, or what additional legislation or amendments may be enacted. Such legislation also includes laws pertaining to foreign investment. Amendments to current laws, regulations and permits governing operations and activities of mining companies, either related to foreign investment or environmental laws and regulations, or more stringent implementation thereof, could cause increases in expenditures and costs, and/or cause lengthy delays in obtaining permitting and could affect the Corporation's ability to expand existing operations or require the Corporation to abandon or delay the development of its properties, or affect the Corporation's corporate objectives.

Insured and Uninsured Risks

In the course of exploration, development and production of mineral properties, the Corporation is subject to a number of hazards and risks in general, including adverse environmental conditions, operational accidents, labor disputes, unusual or unexpected geological conditions, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in damage to the Corporation's properties or facilities and equipment, personal injury or death, environmental damage to properties of the Corporation or others, delays, monetary losses and possible legal liability.

Although the Corporation may maintain insurance to protect against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with its operations. The Corporation may also be unable to maintain insurance to cover these risks at economically feasible premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate future profitability and result in increased costs and could have a material adverse impact on the Corporation's business, results of operations, financial results and prospects.

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Environmental Risks

All phases of the natural resources business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of tailings or other pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Corporation to incur costs to remedy such discharge. Environmental hazards may exist on properties in which the Corporation holds interests which are unknown to the Corporation at present.

No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Corporation's financial condition, results of operations or prospects. Companies engaged in the exploration and development of mineral properties generally experience increased costs, and delays as a result of the need to comply with applicable laws, regulations and permits. The Corporation believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in natural resource exploration and development activities may be required to compensate those suffering loss or damage by reason of its activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws. Amendments to current laws, regulations and permits governing operations and activities of natural resources companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in developments of new properties.

Competition

The mining industry is intensely competitive in all of its phases and the Corporation competes with many companies possessing greater financial and technical resources. Competition in the mining industry is primarily for the following: mineral-rich properties which can be developed and produced economically; technical expertise to find, develop, and manage such properties; labour to operate the properties; and capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but also conduct refining and marketing operations on a world-wide basis. Such competition may result in the Corporation being unable to: acquire desired properties; recruit or retain qualified employees; or obtain the capital necessary to fund its operations and develop its properties. Existing or future competition in the mining industry could materially adversely affect the Corporation's prospects for mineral exploration and success in the future. Furthermore, increased competition could result in increased costs and lower prices for metal and minerals produced which, in turn, could reduce profitability. Consequently, the Corporation's revenues, operations and financial condition could be materially adversely affected.

Climatic Conditions or Changes in Climate Over Time can Affect Exploration, Development and Future Mining Activities

The potential physical impacts of climate change on the Corporation's exploration projects are highly uncertain and are particular to the geographic circumstances. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. Exploration programs in the United States require water and a lack of necessary water could disrupt exploration programs and adversely impact future development and mining activities. Climate change is an international concern and as a result poses the risk of changes in government policy including introducing climate change legislation and treaties at all levels of government that could result in increased costs. The trend towards more stringent regulations and carbon-pricing mechanisms aimed at reducing the effects of climate change could impact the Corporation's decision to pursue future opportunities, or maintain the Corporation's existing exploration programs, which could have an adverse effect on the Corporation's business.

27

Litigation

All industries, including the mining industry, may be made subject to legal claims and proceedings, with and without merit. Defence and settlement costs can be substantial, even with respect to claims that have no merit. The Corporation may also in the future become the subject of a legal claim or proceeding at any time, and without advance notice of the commencement of the proceeding. To the extent the Corporation becomes subject to any such claim or proceeding, it may materially impact management's time and the Corporation's financial resources to defend, even if it is without merit. As well, due to the inherent uncertainty of the litigation process, the resolution of any particular legal claim or proceeding could have a material adverse impact on the Corporation's business, results of operations, financial results and prospects.

The Corporation's Growth, Future Profitability and Ability to Obtain Financing may be Impacted by Global Financial Conditions

In recent years, global financial markets have been characterized by extreme volatility impacting many industries, including the mining industry. Global financial conditions remain subject to sudden and rapid destabilizations in response to future economic shocks, as government authorities may have limited resources to respond to future crises. A sudden or prolonged slowdown in the financial markets or other economic conditions, including but not limited to, tariff and trade policy, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Corporation's growth and profitability. Future economic shocks may be precipitated by a number of causes, including, but not limited to, material changes in the price of oil and other commodities, the volatility of metal prices, governmental policies, geopolitical instability, war, terrorism, the devaluation and volatility of global stock markets, natural disasters and any future emergence and spread of pathogens. Any sudden or rapid destabilization of global economic conditions could impact the Corporation's ability to obtain equity or debt financing in the future on terms favorable to the Corporation or at all. In such an event, the Corporation's operations and financial condition could be materially adversely affected.

Availability of Infrastructure, Energy and Other Commodities

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. The Corporation's inability to secure adequate water and power resources, as well as other events outside of the Corporation's control, such as unusual or infrequent weather phenomena, sabotage, community, or government or other interference in the maintenance or provision of such infrastructure, could adversely affect the Corporation's operations, financial condition and results of operations. Profitability would be affected by the market prices and availability of commodities that we use or consume for the Corporation's operations and planned development projects.

Prices for commodities like diesel fuel, electricity, steel, concrete, and chemicals can be volatile, and changes can be material, occur over short periods of time and be affected by factors beyond the Corporation's control. The Corporation's operations depend on suppliers to meet those needs. Higher costs for construction materials like steel and concrete could affect the timing and cost of the Corporation's planned development projects. Higher worldwide demand for critical resources like input commodities, drilling equipment, tires and skilled labour could affect the Corporation's ability to acquire them and lead to delays in delivery and unanticipated cost increases, which could have an effect on the Corporation's operating costs, capital expenditures and production schedules.

28

Additionally, the Corporation will be relying on certain key third-party suppliers and contractors for equipment, raw materials and services used in, and the provision of services necessary for, the development, construction and operations at its projects. As a result, the Corporation's operations will be subject to a number of risks, some of which are outside of its control, including negotiating agreements with suppliers and contractors on acceptable terms, the inability to replace a supplier or contractor and its equipment, raw materials or services in the event that either party terminates the agreement, interruption of operations or increased costs in the event that a supplier or contractor ceases its business due to insolvency or other unforeseen events and failure of a supplier or contractor to perform under its agreement with the Corporation. The occurrence of one or more of these risks could have a material adverse effect on the Corporation's business, results of operations and financial condition.

Force Majeure

The Corporation's projects now or in the future may be adversely affected by risks outside the control of the Corporation, including the price of gold, silver, tungsten, copper, and other metals on world markets, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, pandemics, epidemics or quarantine restrictions.

Conflicts of Interest

Certain directors and officers of the Corporation are also directors, officers and/or shareholders of other companies that are similarly engaged in the business of natural resource exploration, development and production. Such associations may give rise to conflicts of interest from time to time. The directors of the Corporation are required by law to act honestly and in good faith with a view to the best interests of the Corporation and to disclose any interest which they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the Board, any director in a conflict is required under the Business Corporations Act (British Columbia) to disclose their interest.

A Cyber Security Incident Could Adversely Affect the Corporation's Ability to Operate its Business

Information systems and other technologies, including those related to the Corporation's financial and operational management, and its technical and environmental data, are an integral part of the Corporation's business activities. Network and information systems related events, such as computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, or other malicious activities or any combination of the foregoing or power outages, natural disasters, terrorist attacks, or other similar events could result in damages to the Corporation's property, equipment and data. These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future. Furthermore any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Corporation's information technology systems including personnel and other data that could damage its reputation and require the Corporation to expend significant capital and other resources to remedy any such security breach. Insurance held by the Corporation may mitigate losses however in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Corporation for any disruptions to its business that may result and the occurrence of any such events or security breaches could have a material adverse effect on the business of the Corporation. There can be no assurance that these events and/or security breaches will not occur in the future or not have an adverse impact on the Corporation's business, results of operations, financial results and prospects.

29

International Conflict

The Corporation's operations and financial performance may be affected by international conflicts including but not limited to, the war between Russia and Ukraine and the conflict between Israel and Hamas and Iran in the Middle East. Any further escalation of these conflicts or other conflicts, imposition of sanctions, outbreak of war into other countries or regions or other escalation may have a material adverse effect on the Corporation's operations due to, among other factors, the effect on the supply chain, diversion of resources to the conflict, and an increase in the Corporation's costs for fuel and other supplies used to carry out its exploration activities. Metal prices continue being impacted by economic and geopolitical concern. Recent hostilities in the Middle East and Europe, and the accompanying international response, has been disruptive to the world economy, with increased volatility in commodity markets, including higher oil and gasoline prices, international trade and financial markets, all of which have a trickle-down effect on supply chains, equipment and construction. There is material uncertainty about the extent to which this conflict will continue to impact economic and financial affairs, as the numerous issues arising from the conflict are in flux and there is the potential for escalation of the conflict both within Europe, the Middle East and globally. The Corporation continues to monitor the situation, although there is no assurance the Corporation's operations will not be adversely affected by geopolitical tensions.

Trade Tariffs

The United States government has recently imposed and threatened to impose tariffs on major US trading partners, including Canada. Uncertainty remains that economic tools will continue to be used by the United States government to achieve geopolitical goals. The Corporation continues to monitor the situation, although there is no assurance the Corporation's operations will not be adversely affected by geopolitical tensions.

The Corporation's Operations are Subject to Human Error

Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage the Corporation's interests, and even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to the Corporation. These could include loss or forfeiture of mineral claims or other assets for non-payment of fees or taxes, significant tax liabilities in connection with any tax planning effort the Corporation might undertake and legal claims for errors or mistakes by Corporation personnel.

DIRECTORS' APPROVAL

The contents and the sending of this Circular have been approved by the disinterested members of the Board.

DATED: December 23, 2025

ON BEHALF OF THE BOARD OF DIRECTORS OF
MAKO MINING CORP.

"Eric Fier"

Eric Fier 
Chairman of the Board

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SCHEDULE "A" 
GLOSSARY

"Acquisition" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Adjustment Formula" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Gold Purchase Agreement".

"Agency Fee" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Articles" means the Articles of the Corporation.

"Beneficial Ownership and Property Control" means 100% of the beneficial ownership of the Membership Interests and the exercise of operational control over the Mt. Hamilton Assets which shall be in the sole discretion of Mako US, but acting as would a prudent operator, including, for greater certainty and without limitation, responsibility for all obligations, liabilities, costs and expenses associated therewith and all carrying costs, maintenance costs, permitting costs and insurance costs in respect of the Mt. Hamilton Assets and the Membership Interests.

"Beneficial Shareholders" has the meaning given to such term in "Voting Information - Approval of the Mt. Hamilton Acquisition - Proxy and Voting Rights - Beneficial Shareholders".

"Board of Directors" or "Board" means the board of directors of Mako.

"Circular" means this management information circular sent to the Shareholders in connection with the Meeting.

"Closing" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Common Shares" means the common shares in the capital of Mako.

"Corporation" or "Mako" means Mako Mining Corp.

"Computershare" means Computershare Investor Services Inc.

"Engagement Agreement" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Fairness Opinion".

"Fairness Opinion" means the fairness opinion prepared by Stifel and appended to this Circular at Schedule "C".

"Fallback Purchase Price" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Fallback Sale" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background".

"First Closing Date" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Gold Purchase Agreement" means the gold purchase agreement between Mako and Sailfish dated November 26, 2025 pursuant to which Sailfish agreed to purchase from Mako approximately 341.7 troy ounces of gold per month for a period of 60 months immediately following and subject to the occurrence of the closing of the Acquisition.

A-1

"Gold Stream" has the meaning given to such term in "Approval of the Mt. Hamilton - Background".

"Gold Stream Price" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Gold Purchase Agreement".

"Interested Parties" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Fairness Opinion".

"Intermediary" has the meaning given to such term in "Voting Information - Approval of the Mt. Hamilton Acquisition - Proxy and Voting Rights - Beneficial Shareholders".

"Mako US" means Mako US Corp., a wholly-owned subsidiary of Mako.

"Meeting Materials" means the Circular, Notice of Meeting, form of proxy and voting information form. 

"Meeting" means the special meeting of Mako.

"Membership Interests" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background".

"MI 61-101" means Multilateral Instrument: "MI 61-101 - Protection of Minority Security Holders in Special Mt. Hamilton Acquisition".

"minority approval" has the meaning ascribed thereto in MI 61-101.

"Minerals" means any and all economic, marketable metal bearing material, in whatever form or state that is mined, extracted, removed, produced or otherwise recovered from the Property, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Property, and including without limitation, ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates or doré bars that are produced from the Property.

"Mt. Hamilton Acquisition" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background".

"Mt. Hamilton Acquisition Resolution" means the resolution appended to this Circular at Schedule "B".

"Mt. Hamilton Assets" means all assets and property owned or leased, as applicable, by the Mt. Hamilton LLC, including all patented fee parcels, unpatented mining claims, patented mining claims, and water rights, excluding the Reclamation Bonds.

"Mt. Hamilton Vendor" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background".

"NI 54-101" means National Instrument: "54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer".

"Non-Objecting Beneficial Owners" or "NOBOs" have the meanings given to such terms in "Voting Information - Approval of the Mt. Hamilton Acquisition - Proxy and Voting Rights - Beneficial Shareholders".

"non-U.S. Holder" has the meaning given to such term in "Approval of the Return of Capital - Certain U.S. Federal Income Tax Considerations".

A-2

"Notice of Meeting" has the meaning given to such term in "General Information".

"Objecting Beneficial Owners" or "OBOs" have the meanings given to such terms in "Voting Information - Approval of the Mt. Hamilton Acquisition - Proxy and Voting Rights - Beneficial Shareholders".

"Payable Gold" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Gold Purchase Agreement".

"Property" means the Mt. Hamilton Project in Nevada, United States.

"Property Purchase Price" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition  - Background".

"Purchase Agreement" means the purchase and sale agreement among Mako, Mako US and Sailfish dated November 26, 2025, as the same may be amended, supplemented or otherwise modified in accordance with the terms therein.

"Reclamation Bonds" means all surety instruments, bonds, letters of credit, guarantees and other instruments or arrangements securing or guaranteeing the performance of obligations with respect to the operation, closure, reclamation or remediation of property.

"Record Date" means January 2, 2025, being the date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

"Refined Gold" means marketable metal bearing material in the form of the Mineral gold that is refined to standards meeting or exceeding commercial standards for the sale of refined gold.

"Registered Shareholder" means a shareholder registered in the records of the transfer agent of the Corporation.

"Royalty" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Royalty Agreement" means the royalty agreement between Sailfish, Mako US and Mt. Hamilton LLC dated November 26, 2025, providing for the grant by Mt. Hamilton LLC to Sailfish (as guaranteed by Mako) of a 2% net smelter return royalty on the production of metals and minerals from the Property effective following termination of the Gold Purchase Agreement upon completion of the Stream Period.

"Royalty Purchase Amount" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Royalty Repayment" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Sailfish" means Sailfish Royalty Corp.

"Sailfish-Mt. Hamilton Vendor Closing" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background".

"shareholders" means the holders of Common Shares.

"Special Committee" means the special committee of the Board of Directors.

"Stifel" means Stifel Nicolaus Canada Inc.

A-3

"Stream Repayment" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Stream and Royalty Purchase Amount" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"Stream Period" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Gold Purchase Agreement".

"Stream Purchase Amount" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Purchase Agreement".

"TSXV" means the TSX Venture Exchange.

"TSXV Policy 5.3" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition".

"Wexford" means Wexford Capital LP.

"Wexford Lenders" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition -Background".

"Wexford-Sailfish Loan" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background".

A-4

SCHEDULE "B"
MT. HAMILTON ACQUISITION RESOLUTION

BE IT RESOLVED as an ordinary resolution of the disinterested shareholders of the Corporation that:

1. the Corporation is hereby authorized to undertake and complete the Mt. Hamilton Acquisition (as such term is defined in the Circular), including the grant of the Gold Stream and the Royalty (as such terms are defined in the Circular), on the terms and conditions set forth in the Purchase Agreement (as defined in the Circular) and further described in the Circular, in accordance with TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets; and

2. any one director or officer of the Corporation, for and on behalf of the Corporation, is hereby authorized to take all necessary steps and proceedings, and to execute, deliver and file any and all applications, declarations, documents and other instruments, and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to these resolutions and all prior actions taken and expenses incurred by any one director or officer of the Corporation in connection with any of the actions authorized by the foregoing resolutions are hereby expressly ratified, confirmed, adopted and approved.

B-1

SCHEDULE "C"
FAIRNESS OPINION

Stifel Nicolaus Canada Inc.

161 Bay Street, Suite 3800

Toronto, ON M5J 2S1

Tel: (416) 367-8600

 

 
November 25, 2025

The Special Committee of the Board of Directors of Mako Mining Corp.

838 West Hastings St.

Suite 700

Vancouver, BC V6C 0A6

To the Special Committee of the Board of Directors:

Stifel Nicolaus Canada Inc. ("Stifel", "we", "us" or "our") understands Mako Mining Corp. ("Mako" or the "Company") is proposing to enter into a definitive purchase and sale agreement (the "Purchase Agreement") with Sailfish Royalty Corp. ("Sailfish") providing for, among other things, the acquisition through Mako US Corp. ("Mako US"), of the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") located in White Pine County, Nevada, USA, through the acquisition of 100% of Mt. Hamilton LLC ("MH LLC"), the direct owner of the Mt. Hamilton Project (the "Proposed Transaction").

We understand that pursuant to the Purchase Agreement:

a. Sailfish will transfer to Mako US 100% of the beneficial ownership of the membership interests in MH LLC and the exercise of operational control over the Mt. Hamilton Project, including responsibility for all obligations, liabilities, costs and expenses associated therewith, and will continue to hold registered legal title to such membership interests until closing of the Proposed Transaction. From the date of the Purchase Agreement until closing of the Proposed Transaction, Sailfish will act as nominee, agent and bare trustee for and on behalf of Mako US and will take all such action as directed by Mako US in respect of the registered legal ownership of the membership interests in MH LLC;

b. in connection with the Proposed Transaction, Mako has granted to Sailfish:

c. Mako will commence gold deliveries to Sailfish subject to and upon completion of the transfer of the registered legal ownership of MH LLC from Sailfish to Mako US under the terms of the definitive gold purchase agreement governing the Gold Stream (the "Gold Purchase Agreement"), consisting of a monthly delivery of gold for a period of 60 months following closing of the Proposed Transaction, whereby Mako will sell to Sailfish an amount of refined gold equal to 341.7 troy ounces per month, subject to adjustment to ensure that the amount of refined gold per month will not be (the "Adjustment Formula"): (i) less than the equivalent of $738,000 (after deduction of the acquisition price paid by Sailfish to the Company in accordance with the Stream Gold Price (as hereinafter defined), which is equivalent to $2,700/oz refined gold; and (ii) more than the equivalent of $1,011,333.33 (after deduction of the acquisition price paid by Sailfish to Mako in accordance with the Stream Gold Price), which is equivalent to $3,700/oz refined gold (the "Payable Gold") free and clear of any and all encumbrances. For each ounce of refined gold, Sailfish shall pay to Mako 20% of the London p.m. fixed price for refined gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) on the date of delivery of such refined gold (the "Stream Gold Price"). The amount of Payable Gold for each delivery per month shall be adjusted upward or downward based on the application of the Adjustment Formula. It is proposed that the Gold Stream will be secured in favour of Sailfish by: (i) first-ranking charges on all present and after-acquired property of Mako, and guaranteed by MH LLC, as the operator, (ii) first-ranking charges on all present and after-acquired property of MH LLC; and (iii) a deed of trust granting a security interest in the Mt. Hamilton Project.

C-1

d. following completion of the 60-month Gold Stream, Sailfish will be entitled to the NSR Royalty on all mineral production with respect to the Mt. Hamilton Project for the life of the mine, pursuant to the terms of the definitive royalty agreement governing the NSR Royalty (the "Royalty Agreement"); and

e. the completion of the Proposed Transaction, including the grant of the Gold Stream and the NSR Royalty, will be conditional upon, among other things, the receipt of all required regulatory approvals (including the approval of the TSX Venture Exchange ("TSXV")), the approval of the Company's disinterested shareholders and the approval of Sailfish's disinterested shareholders and other customary closing conditions for a transaction of this nature.

Engagement of Stifel

Following discussions between the Company and Stifel commencing on August 20, 2025, by letter agreement dated September 10, 2025, (the "Engagement Agreement"), the Company retained Stifel to act as financial advisor to the special committee appointed by the Board of Directors of the Company (the "Special Committee") in connection with the Proposed Transaction. Pursuant to the Engagement Agreement, the Company has requested that we prepare and deliver to the Board of Directors our written opinion (the "Opinion") as to the fairness, from a financial point of view, of the Consideration to be offered by the Company to Sailfish pursuant to the Proposed Transaction. Pursuant to the Engagement Letter, on November 25, 2025, Stifel delivered to the Special Committee its opinion that the Consideration to be offered by the Company to Sailfish pursuant to the Proposed Transaction is fair, from a financial point of view, to the shareholders of the Company.

Stifel will be paid a fixed fee for rendering the Opinion. The Company has also agreed to reimburse Stifel for its reasonable out-of-pocket expenses and to indemnify Stifel in respect of certain liabilities that might arise out of our engagement.

In the future, Stifel may, in the ordinary course of business, seek to perform financial advisory services or corporate finance services for Mako and its associates from time to time.

Credentials of Stifel

Stifel is a leading independent Canadian investment dealer focused on investment banking and institutional equities for corporate clients and institutional investors.  As part of our investment banking activities, Stifel is regularly engaged in the valuation of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engages in market making, underwriting and secondary trading of securities in connection with a variety of transactions.  Stifel is not in the business of providing auditing services and is not controlled by a financial institution. Stifel is a brand name of Stifel Nicolaus Canada Inc. 

The Opinion expressed herein represents the opinion of Stifel and the form and content hereof have been approved for release by a group of professionals of Stifel, each of whom is experienced in merger, acquisition, divestiture, restructuring, valuation and fairness opinion matters.

C-2

Independence of Stifel

None of Stifel, its affiliates or associates, is an insider, associate or affiliate (as such terms are defined in the Securities Act (British Columbia)) of Mako, Sailfish, MH LLC or the Mt. Hamilton Project or any of their respective associates or affiliates (collectively, the "Interested Parties"). As of the date hereof, there are no understandings, agreements or commitments between Stifel and any Interested Parties with respect to any future business dealings, however, Stifel may in the future in the ordinary course of business seek to perform financial advisory services for any one or more of them from time to time. Stifel has been retained by the Special Committee to, among other things, provide the Opinion to the Special Committee in respect of the Proposed Transaction. Within the past 24 months, Stifel has acted as advisor to the Special Committee of Mako with respect to the Proposed Transaction announced September 30, 2025 and acted as sole bookrunner and co-lead underwriter with respect to Mako's C$40.25 million brokered offering of common shares which closed on October 28, 2025.

In the ordinary course of its business, Stifel acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have, today, or in the future, positions in the securities of Mako and/or Sailfish and, from time to time, may have executed or may execute transactions on behalf of Mako and/or Sailfish, or other clients for which it received or may receive compensation. In addition, as an investment dealer, Stifel conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including research with respect to Mako or Sailfish and/or their respective affiliates or associates.

Scope of Review

In connection with rendering our Opinion, we have reviewed and relied upon, among other things, the following:

i. a draft of the Purchase Agreement;

ii. a draft of the Gold Purchase Agreement;

iii. a draft of the Royalty Agreement;

iv. a draft dated November 24, 2024 of a Preliminary Economic Assessment ("PEA") study for the Mt. Hamilton Project prepared for a previous owner;

v. the NI 43-101 Technical Report on the Mt. Hamilton Project prepared for Mako, Sailfish and MH LLC with an effective date of November 10, 2025;

vi. the annual reports, including the comparative audited financial statements and management's discussion and analysis, of the Company for the fiscal year ended December 31, 2024;

vii. the annual reports, including the comparative audited financial statements and management's discussion and analysis, of Sailfish for the fiscal year ended December 31, 2024;

viii. the interim reports, including the comparative unaudited financial statements and management's discussion and analysis, of the Company for the three and nine months ended September 30, 2025;

ix. the interim reports, including the comparative unaudited financial statements and management's discussion and analysis, of Sailfish for the three and nine months ended September 30, 2025;

x. certain internal financial, operational, corporate and other information prepared or provided by the management of the Company, including internal operating and financial budgets and projections;

xi. selected public market trading statistics and relevant financial information of the Company and other selected public companies considered by us to be relevant;

xii. selected financial statistics and relevant financial information with respect to relevant precedent transactions;

xiii. selected relevant reports published by equity research analysts and industry sources regarding the Company, the precious metals industry and other public companies, to the extent deemed relevant by us;

xiv. certificates addressed to us, dated as of the date hereof, from two senior officers of the Company, as to the completeness and accuracy of the Information (as defined below); and

xv. such other information, analyses, investigations, and discussions as we considered necessary or appropriate in the circumstances.

C-3

In addition, we have participated in discussions with members of the senior management of the Company regarding its past and current business operations, financial condition and future prospects. We have also participated in discussions with Cassels Brock & Blackwell LLP, external legal counsel to the Company, concerning the Proposed Transaction, the Purchase Agreement and related matters.

Assumptions and Limitations

Our Opinion is subject to the assumptions, qualifications and limitations set forth below.

We have not been asked to prepare and have not prepared a formal valuation or appraisal of any of the assets or securities of the Company, Sailfish, the Mt. Hamilton Project or any of their respective affiliates and our Opinion should not be construed as such, nor have we been requested to identify, solicit, consider or develop any potential alternatives to the Proposed Transaction.

With your permission, we have relied upon, and have assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Company or Sailfish or its affiliates or advisors or otherwise obtained by us pursuant to our engagement, and our Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to or attempted to verify independently the accuracy, completeness or fairness of presentation of any such information, data, advice, opinions and representations. We have not met separately with the independent auditors of the Company in connection with preparing this Opinion and with your permission, we have assumed the accuracy and fair presentation of, and relied upon, the Company's audited financial statements and the reports of the auditors thereon and the Company's interim unaudited financial statements.

With respect to the historical financial data, operating and financial forecasts and budgets provided to us concerning the Company and the Mt. Hamilton Project and relied upon in our financial analyses, we have assumed that they have been reasonably prepared on bases reflecting the most reasonable assumptions, estimates and judgments of management of the Company, having regard to the business, plans, financial condition and prospects of the Company or the Mt. Hamilton Project, as applicable.

We have also assumed that all of the representations and warranties contained in the Purchase Agreement are correct as of the date hereof and that the Proposed Transaction will be completed substantially in accordance with its terms and all applicable laws and that the management information circular prepared by the Company will disclose all material facts relating to the Proposed Transaction and will satisfy all applicable legal requirements.

The Company has represented to us, in certificates of two senior officers of the Company dated the date hereof, among other things, that the information, data and other material (financial or otherwise) provided to us by or on behalf of the Company, including the written information and discussions concerning the Company and the Mt. Hamilton Project referred to above under the heading "Scope of Review" (collectively, the "Information"), are complete and correct at the date the Information was provided to us and that, since the date on which the Information was provided to us, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Mt. Hamilton Project, the Company or any of its affiliates and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the Opinion.

We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning the Proposed Transaction or the sufficiency of this letter for your purposes.

We have not been engaged to review the quality, quantity or mining economics of the Mt. Hamilton mineral reserves and resources or any of the assets included in the Purchase Agreement from a technical, engineering or geological standpoint and, accordingly, express no view thereon.

C-4

Our Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company and the Mt. Hamilton Project as they are reflected in the Information and as they were represented to us in our discussions with management of the Company and its affiliates and advisors. In our analyses and in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business, markets and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction.

The Opinion is being provided to the Special Committee for its exclusive use only in considering the Proposed Transaction and may not be published, disclosed to any other person, relied upon by any other person, or used for any other purpose, without the prior written consent of Stifel. Our Opinion is not intended to be and does not constitute a recommendation to the Board of Directors as to whether they should approve the Purchase Agreement nor as a recommendation to any shareholder of the Company as to how to vote or act at any special meeting of the shareholders of the Company to be held to consider the Proposed Transaction or as an opinion concerning the trading price or value of any securities of Mako following the announcement or completion of the Proposed Transaction.

Stifel believes that its financial analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to carry out such could lead to undue emphasis on any particular factor or analysis.

The Opinion is given as of the date hereof and, although we reserve the right to change or withdraw the Opinion if we learn that any of the information that we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, we disclaim any obligation to change or withdraw the Opinion, to advise any person of any change that may come to our attention or to update the Opinion after the date of this Opinion.

While, in the professional opinion of Stifel, the assumptions used in preparing the Opinion are reasonable in the current circumstances, some or all of these assumptions may prove to be incorrect.

This Opinion has been prepared in accordance with the disclosure standards for formal valuations and fairness opinions of the Canadian Investment Regulatory Organization ("CIRO"), but CIRO has not been involved in the preparation or review of this Opinion.

Should this Opinion be executed in any other language, the English version of this Opinion shall be controlling in all respects and any other version is provided solely as a translation. In the event of any inconsistency between the versions, the English version of this Opinion shall prevail.

Fairness Methodology

In support of this Opinion, Stifel has performed certain analyses on Mako and the Mt. Hamilton Project, based on those methodologies and assumptions that we considered appropriate in the circumstances for the purpose of providing this Opinion. In the context of this Opinion, we considered, among other things, the following methodologies:

i. Precedent transaction analysis

ii. Comparable multiple analysis

iii. Certain other qualitative factors

C-5

Precedent transaction multiple analysis:

The precedent transactions analysis considers transaction multiples paid in the context of the purchase or sale of a public company or assets. Stifel reviewed publicly available information in connection with 13 transactions involving the acquisition of metals and mining assets that Stifel considered relevant (the "Precedent Transactions Analysis"). Stifel considered the model price to net asset value ("P/NAV") and enterprise value to in-situ resources multiple ("EV/oz") to be the most relevant metrics for purposes of the Precedent Transactions Analysis.

Comparable multiple analysis:

Stifel considered the implied value of the Mt. Hamilton Project based on the application of trading multiples of selected publicly-traded gold development companies that we considered relevant (the "Comparable Companies Trading Analysis"). Stifel considered the model price to net asset value ("P/NAV") and enterprise value to in-situ resources multiple ("EV/oz") to be the most relevant metrics for purposes of the Comparable Companies Trading Analysis.

Certain other qualitative factors:

Stifel considered other qualitative factors with respect to the Proposed Transaction, including but not limited to the strategic fit of the Mt. Hamilton Project within Mako's asset portfolio and the capital markets profile of the combined company including liquidity, access to capital and future prospects. Stifel also considered the different risks Mako is currently exposed to which include but are not limited to exploration, development and financing risks.

Opinion

Based upon and subject to the foregoing and such other matters as we considered relevant, it is our opinion, as of the date hereof, that the Consideration to be offered by the Company to Sailfish pursuant to the Proposed Transaction is fair, from a financial point of view, to the shareholders of the Company.

Yours very truly,

C-6

January 6th, 2026

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Intersects 18.34 g/t Au over 4.2 m Estimated True Width, 48 m Below Surface, Extending El Golfo Strike Length to 630 m and Announces Receipt of Underground Mining Permit at Las Conchitas

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to report additional results from the 2025 reverse circulation ("RC") and diamond drill program at the El Golfo area, located immediately south of the Company's 100%-owned Las Conchitas and San Albino gold deposits and mining operations in Nicaragua (Figure 1).

In 2025, the Company completed 137 drill holes totalling 17,885 m. The objective of the most recent drilling was to further define the high-grade mineralization and to test for extensions of mineralization in areas that had not been previously drill-tested and/or disturbed by historical or more recent small-scale mining.

Recent drilling confirms the structural continuity of multiple, subparallel gold-bearing quartz veins in an area at least 630 m along strike and 305 m down-dip, or approximately 170 m from surface (see Figures 1 and 2). 

Drill Highlights:

Akiba Leisman, CEO of Mako states: "El Golfo is shaping up to be a significant new discovery. High grades over widths similar to or greater than what we have been mining to the north since 2020 are prevalent. El Golfo, located 1km to the southwest of Las Conchitas contains lithologies that are essentially identical to what we have been mining at San Albino and Las Conchitas for the last six years.  El Golfo has now been extended to 630 meters of strike and 305 meters of dip, and remains open in all directions. Furthermore, the receipt of underground mining permits at Las Conchitas will allow us to begin the development of two underground adits, with the ability to mine 150-250 tonnes per day for the next 6 years in addition to our open pit mining operations."

The recent drilling confirms the geological model for the El Golfo mineralization which represents the southwest extension of mineralized structures found at the Las Conchitas deposit. The El Golfo target is located within the Company's El Jicaro concession approximately 1 km to the southwest of Las Conchitas (see Figure 1). This model consists of multiple subparallel gold bearing quartz veins with a northeast-southwest strike and a gentle northwest dip. The veins are hosted by broadly uniform host rocks, consisting of deformed carbonaceous schists. Both the host rocks and mineralization style at El Golfo are very similar to those being mined by the Company at the San Albino and Las Conchitas deposits. Further drilling is planned to confirm the grade and distribution of mineralization. 

1

Diamond drill hole EJ25-18 intersected two high-grade intervals close to surface (see Table), including 19.60 g/t Au and 42.6 g/t Ag over 0.5 m starting 9.4 m from surface; and 37.20 g/t Au and 42.1 g/t Ag over 1.3 m (1.2 m ETW) 36 m below the surface. This drill hole confirms structural and grade continuity of the mineralized zone over 41 m down-dip of the high-grade mineralization intersected in RC drill hole EJ25-RC54, which graded 27.86 g/t Au and 2.1 g/t Ag over 4.0 m (ETW) (see Press Release dated August 14, 2025).

Diamond drill hole EJ25-24 intersected three mineralized zones. The first interval, 1.0 m below surface, intersected 12.60 g/t Au and 15.4 g/t Ag over 0.7 m (0.5 m ETW), confirming a 45 m southwest strike extension of the zone intersected in diamond drill hole EJ25-22 which graded 6.45 g/t Au and 7.1 g/t Ag over 6.0 m (5.8 m ETW), 1.5 m below the surface. The second interval, 26.0 m from surface, intersected 12.50 g/t Au and 2.4 g/t Ag over 0.45 m (0.4 m ETW), represents a 65 m southwest strike extension from diamond drill hole EJ25-18, described above. The third high-grade interval, 18.34 g/t Au and 22.9 g/t Ag over 4.40 m (4.2 m ETW), was intersected 48 m below a pit excavated by artisanal miners. This drill hole successfully tested the potential for additional mineralized structures below previously identified mineralization. Additional drilling is required to test the full potential of this mineralized structure.

Diamond drill hole EJ25-17 (Figure 1 and 2), was designed to further test the high-grade mineralization mentioned above, this hole intersected 74.90 g/t Au and 182.0 g/t Ag over 1.0 m (0.9 m ETW), 71.5 m from surface, confirming a 42 m southwest strike extension of the mineralization intersected by EJ25-24.

Diamond drill hole EJ25-54, collared within an area that had not been previously drill-tested, intersected 45.70 g/t Au and 41.5 g/t Ag over 0.95 m (0.9 m ETW), extending mineralization 550 m southwest along strike from a wide zone of high-grade mineralization intersected by the drill hole EJ25-RC53 (see Press Release dated May 21, 2025). EJ25-RC53 intersected 39.15 g/t Au and 27.8 g/t Ag over 8.0 m (5.9 m ETW), 19.2 m below surface (Figure 2). Mineralization at El Golfo remains open along strike, beyond the currently known mineralization.

Las Conchitas Underground Mining Permit

At the end of 2025, the Company received from the Ministry of Environment and Natural Resources of Nicaragua (MARENA) a modification to the environmental permit for mining at the Las Conchitas deposit, located within the San Albino-Murra Concession, Nicaragua.

In addition to the previously authorized open-pit mining activities, the modified permit allows the Company to conduct underground mining through two adits, with planned production of approximately 150-250 tonnes per day over a six-year period.

2

Table - Assay Results of RC* and Diamond Drill Holes** Reported in This Press Release

Vein Drill
Hole		 From
(m)		 To
(m)		 Width
(m)		 Au
(g/t)		 Ag
(g/t)		 Interval
Pavona 2 EJ25-RC90 118.00 119.00 1.00 8.95 8.4 7.03 g/t Au and 12.0 g/t Ag over 2.00 m
119.00 120.00 1.00 5.10 15.5
Upper Pavona EJ25-RC91 28.00 29.00 1.00 1.89 2.5 1.89 g/t Au and 2.5 g/t Ag over 1.00 m
127.00 128.00 1.00 3.46 12.1 16.38 g/t Au and 19.1 g/t Ag over 2.00 m
Pavona 3 128.00 129.00 1.00 29.30 26.0
Upper Pavona EJ25-RC92 12.00 13.00 1.00 2.03 7.9 2.03 g/t Au and 7.9 g/t Ag over 1.00 m
Pavona EJ25-RC94 66.00 67.00 1.00 9.00 34.3 9.00 g/t Au and 34.3 g/t Ag over 1.00 m
70.00 71.00 1.00 2.04 3.2 2.04 g/t Au and 3.2 g/t Ag over 1.00 m
Pavona EJ25-RC95 61.00 62.00 1.00 2.59 5.4 2.59 g/t Au and 5.4 g/t Ag over 1.00 m
Pavona 3 117.00 118.00 1.00 9.70 5.1 11.60 g/t Au and 7.7 g/t Ag over 2.00 m
118.00 119.00 1.00 13.50 10.2
Potosi 2 EJ25-11 59.00 59.70 0.70 25.60 6.6 25.60 g/t Au and 6.6 g/t Ag over 0.70 m
Upper Pavona 99.00 99.60 0.60 1.14 7.4 1.14 g/t Au and 7.4 g/t Ag over 0.60 m
Pavona EJ25-15 37.00 37.50 0.50 1.85 5.3 1.85 g/t Au and 5.3 g/t Ag over 0.50 m
Pavona 3 EJ25-17 71.50 72.50 1.00 74.90 182.0 74.90 g/t Au and 182.0 g/t Ag over 1.00 m
Upper Pavona EJ25-18 9.35 9.85 0.50 19.60 42.6 19.60 g/t Au and 42.6 g/t Ag over 0.50 m
Pavona 36.50 37.80 1.30 37.20 42.1 37.20 g/t Au and 42.1 g/t Ag over 1.30 m
Upper Pavona EJ25-19 6.45 7.50 1.05 8.27 7.3 5.36 g/t Au and 4.8 g/t Ag over 1.75 m
7.50 8.20 0.70 1.00 1.0
Pavona 32.50 33.65 1.15 3.16 20.2 3.16 g/t Au and 20.2 g/t Ag over 1.15 m
Pavona EJ25-21 2.00 3.00 1.00 1.01 2.2 1.01 g/t Au and 2.2 g/t Ag over 1.00 m
Upper Pavona EJ25-22 1.50 3.00 1.50 1.44 4.6 6.45 g/t Au and 7.1 g/t Ag over 6.00 m
3.00 3.90 0.90 5.31 10.2
3.90 4.70 0.80 13.60 13.3
4.70 5.70 1.00 5.69 5.2
5.70 6.50 0.80 16.50 12.2
6.50 7.50 1.00 2.02 1.0
Pavona 17.50 18.50 1.00 1.50 10.0 1.50 g/t Au and 10.0 g/t Ag over 1.00 m
Upper Pavona EJ25-24 1.00 1.70 0.70 12.60 15.4 12.60 g/t Au and 15.4 g/t Ag over 0.70 m
Pavona 33.50 33.95 0.45 12.50 2.4 12.50 g/t Au and 2.4 g/t Ag over 0.45 m
Pavona 3 81.80 83.00 1.20 31.40 19.9 18.34 g/t Au and 22.9 g/t Ag over 4.40 m
83.00 83.70 0.70 0.18 4.4
83.70 84.20 0.50 7.74 13.8
84.20 84.50 0.30 0.34 2.2
84.50 85.20 0.70 2.49 17.7
85.20 85.85 0.65 55.10 81.7
85.85 86.20 0.35 3.88 1.5
Pavona 2 EJ25-25 76.50 77.00 0.50 1.73 0.2 1.73 g/t Au and 0.2 g/t Ag over 0.50 m
78.50 79.10 0.60 4.94 7.3 4.94 g/t Au and 7.3 g/t Ag over 0.60 m

3


Pavona 4 EJ25-26 127.85 128.50 0.65 2.00 1.3 2.00 g/t Au and 1.3 g/t Ag over 0.65 m
Pavona EJ25-27 0.00 0.40 0.40 1.67 1.3 3.96 g/t Au and 1.2 g/t Ag over 1.00 m
0.40 1.00 0.60 5.48 1.2
Pavona 3 48.40 49.50 1.10 7.34 11.9 7.34 g/t Au and 11.9 g/t Ag over 1.10 m
(Pavona) EJ25-30 1.00 1.70 0.70 5.73 6.8 Waste Dump
Pavona 3 EJ25-32 46.00 47.00 1.00 17.60 9.5 17.60 g/t Au and 9.5 g/t Ag over 1.00 m
Pavona 3 EJ25-33 40.35 40.90 0.55 33.80 68.3 33.80 g/t Au and 68.3 g/t Ag over 0.55 m
Pavona 3 EJ25-34 42.40 43.00 0.60 1.02 17.0 1.02 g/t Au and 17.0 g/t Ag over 0.60 m
Pavona 2 EJ25-35 64.90 65.50 0.60 2.84 17.2 2.84 g/t Au and 17.2 g/t Ag over 0.60 m
Pavona EJ25-36 31.50 32.10 0.60 1.71 25.5 1.71 g/t Au and 25.5 g/t Ag over 0.60 m
Pavona 2 64.80 65.60 0.80 57.20 57.2 57.20 g/t Au and 57.2 g/t Ag over 0.80 m
Pavona 3 99.00 100.00 1.00 2.28 0.4 2.28 g/t Au and 0.4 g/t Ag over 1.00 m
Pavona 2 EJ25-37 40.50 40.85 0.35 15.50 29.3 7.49 g/t Au and 14.2 g/t Ag over 0.80 m
Pavona EJ25-39 106.80 107.40 0.60 1.03 0.5 5.00 g/t Au and 42.9 g/t Ag over 1.20 m
Pavona EJ25-40 0.00 0.80 0.80 1.61 10.1 1.33 g/t Au and 10.9 g/t Ag over 1.80 m
0.80 1.80 1.00 1.10 11.6
Pavona 3 104.70 106.00 1.30 1.39 1.3 1.39 g/t Au and 1.3 g/t Ag over 1.30 m
Pavona 3 EJ25-43 72.50 73.20 0.70 26.90 23.2 26.90 g/t Au and 23.2 g/t Ag over 0.70 m
Pavona 2 EJ25-46 42.50 43.50 1.00 8.71 2.9 8.71 g/t Au and 2.9 g/t Ag over 1.00 m
Pavona 4 117.40 118.00 0.60 2.44 1.4 2.44 g/t Au and 1.4 g/t Ag over 0.60 m
Pavona 3 EJ25-47 79.00 80.00 1.00 1.29 0.6 1.29 g/t Au and 0.6 g/t Ag over 1.00 m
Pavona 2 EJ25-54 24.50 25.45 0.95 45.70 41.5 45.70 g/t Au and 41.5 g/t Ag over 0.95 m
Pavona 2 EJ25-55 29.15 30.00 0.85 3.70 5.5 3.70 g/t Au and 5.5 g/t Ag over 0.85 m
31.90 32.40 0.50 6.66 48.6 6.66 g/t Au and 48.6 g/t Ag over 0.50 m
Upper Pavona 2 EJ25-C001 92.30 93.00 0.70 1.35 3.5 1.35 g/t Au and 3.5 g/t Ag over 0.70 m
Potosi 2 EJ25-C002 56.00 56.50 0.50 13.40 21.7 13.40 g/t Au and 21.7 g/t Ag over 0.50 m
Upper Pavona 96.50 97.50 1.00 7.72 4.8 7.72 g/t Au and 4.8 g/t Ag over 1.00 m
Upper Pavona EJ25-C003 101.00 101.50 0.50 22.20 6.7 22.2 g/t Au and 6.7 g/t Ag over 0.50 m
Potosi 2 EJ25-C004 49.50 50.00 0.50 1.17 4.0 23.69 g/t Au and 29.2 g/t Ag over 1.00 m
50.00 50.50 0.50 46.20 54.3
Potosi 2 EJ25-C006 61.10 61.80 0.70 4.93 10.1 4.93 g/t Au and 10.1 g/t Ag over 0.70 m
Pavona 125.50 126.00 0.50 4.12 25.8 4.12 g/t Au and 25.8 g/t Ag over 0.50 m
Potosi 2 EJ25-C007 64.40 65.00 0.60 1.21 2.6 1.21 g/t Au and 2.6 g/t Ag over 0.60 m
Pavona 116.50 117.00 0.50 1.37 1.2 1.37 g/t Au and 1.2 g/t Ag over 0.50 m
Upper Pavona EJ25-C008 79.80 80.50 0.70 1.87 16.0 1.84 g/t Au and 11.4 g/t Ag over 1.70 m
80.50 81.50 1.00 1.82 8.2
Pavona EJ25-C011 113.10 114.10 1.00 2.88 12.2 2.88 g/t Au and 12.2 g/t Ag over 1.00 m
Pavona 2 135.10 135.70 0.60 9.30 29.2 5.13 g/t Au and 17.0 g/t Ag over 1.30 m
135.70 136.40 0.70 1.56 6.6
Pavona EJ25-C012 117.20 117.70 0.50 28.20 8.8 28.20 g/t Au and 8.8 g/t Ag over 0.50 m
Pavona 2 134.50 135.00 0.50 6.51 11.7 6.51 g/t Au and 11.7 g/t Ag over 0.50 m
Pavona EJ25-C013 106.50 107.05 0.55 2.28 7.2 2.28 g/t Au and 7.2 g/t Ag over 0.55 m
Pavona 3 EJ25-C020 141.50 142.00 0.50 2.41 1.8 2.41 g/t Au and  1.8 g/t Ag over 0.50 m

4


Upper Pavona

EJ25-C021

59.10

60.40

1.30

2.91

12.2

2.91 g/t Au and 12.2 g/t Ag over 1.30 m

Pavona

EJ25-C016

105.00

106.00

1.00

1.24

4.5

1.24 g/t Au and 4.5 g/t Ag over 1.00 m

Pavona 2

EJ25-C017

161.70

162.30

0.60

8.64

18.6

8.64 g/t Au and 18.6 g/t Ag over 0.60 m

Pavona 2

EJ25-C018

135.00

135.50

0.50

1.80

29.0

1.80 g/t Au and 29.0 g/t Ag over 0.50 m

Pavona 3

145.50

146.00

0.50

1.14

0.5

1.14 g/t Au and 0.5 g/t Ag over 0.50 m

Pavona 2

EJ25-C022

88.90

89.60

0.70

6.37

14.6

6.37 g/t Au and 14.6 g/t Ag over 0.70 m

Pavona

EJ25-C023

74.50

75.50

1.00

17.60

24.8

17.60 g/t Au and 24.8 g/t Ag over 1.00 m

*RC drill holes are denoted by "RC" prior to the drill hole name.

**Diamond only holes do not have a prefix prior to the drill hole number. Combination holes of RC & Diamond are denoted by "C" prior to the drill hole number.

Note: The mineralized intervals shown in both tables above utilize a 1.0 g/t gold cut-off grade with not more than 1.0 m of internal dilution. Widths are reported as drill lengths. Estimated True Width is estimated from interpreted sections. In addition to the drill holes presented in the tables above, the following drill holes returned only anomalous values: EJ25-RC89, EJ25-RC93, EJ25-16, EJ25-20, EJ25-23, EJ25-28, EJ25-31, EJ25-41, EJ25-42, EJ25-44, EJ25-45, EJ25-49 , EJ25-C005, EJ25-C009, EJ25-C010, EJ25-C014, EJ25-C015 and EJ25-C019.  In addition to the drill holes presented in the tables above the following drill holes returned no significant values: EJ25-29.

5

Figure 1. Drill Plan view showing the location of drill holes presented in this release, and the interpreted surface projections of the veins at El Golfo

6

Figure 2. Longitudinal Section

Sampling, Assaying, QA/QC and Data Verification

Drill core was continuously sampled from inception to termination of the entire drill hole. Sample intervals were typically one meter. Drill core diameter was HQ (6.35 centimeters). Geologic and geotechnical data was captured into a digital database, core was photographed, then one-half split of the core was collected for analysis and one-half was retained in the core library. Drill core samples were kept in a secured logging and storage facility until such time that they were delivered to the Managua facilities of Bureau Veritas and pulps were sent to the Bureau Veritas laboratory in Vancouver for analysis. All reverse circulation (RC) holes were drilled dry i.e above the water table and no water or other fluids were injected into the hole. RC drill samples were collected every 1 meter using a center-return hammer and samples were obtained from a Gilson chip splitter which is cleaned using compressed air after each sample. Samples were bagged and labeled at the drill site under a geologist's supervision and are logged on site by a geologist who visually selects potential mineralized intervals for fire assay. The mineralized interval(s) including 3-5 samples above and below, the selected interval are continuously sampled and shipped to the Bureau Veritas Lab (BV) in Managua, respecting the best chain of custody practices.  Pulps are sent by Bureau Veritas to their laboratory in Vancouver under their chain of custody for analysis. Gold was analyzed by standard fire assay fusion, 30 gr aliquot, AAS finish. Samples returning over 10.0 g/t gold are analyzed utilizing standard Fire Assay-Gravimetric method. The Company follows industry standards in its QA&QC procedures. Control samples consisting of duplicates, standards and blanks were inserted into the sample stream at a minimum ratio of 1 control sample per every 10 samples. Analytical results of control samples confirmed reliability of the assay data.

7

Qualified Person

Brian Ray, M.Sc., P.Geo, a geologist and qualified person (as defined under NI 43-101) has read and approved the technical information contained in this press release. Mr. Ray is a consultant to the Company.

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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. Mako's primary objective is to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package.

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

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's current beliefs and expectations, based on management's reasonable assumptions, and includes, without limitation, that the Company high-grade production will generate significant cash flows for the foreseeable future. Mako's primary objective to operate San Albino profitably and fund exploration of prospective targets on its district-scale land package. 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, changes in the Company's exploration and development plans and growth parameters and its ability to fund its growth to reach its expected new  production numbers; unanticipated costs; the October 24 measures having impacts on business operations not current expected, or new sanctions being imposed by the U.S. Treasury Department or other government entity in Nicaragua in the future; and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

8

January 13th, 2026

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Q4 2025 Production Results Generating Record Gold Revenue
of Approximately US$ 50 million, Year End Cash Balance of US$ 78.1 million and Full
Repayment of Debt

VANCOUVER, BC / January 13, 2026 / Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to provide fourth quarter 2025 ("Q4 2025") production results for the Company's San Albino gold mine ("San Albino") in northern Nicaragua, the Moss Mine in Arizona and an update on the Eagle Mountain gold project in Guyana. Certain amounts shown in this news release may not total to exact amounts due to rounding differences. All amounts expressed in U.S. dollars unless otherwise noted. 

Q4 2025 San Albino Operational Highlights

Q4 2025 Mako Financial Highlights

Akiba Leisman, Chief Executive Officer of Mako states that "Q4 2025 was a very strong finish to the year after completing a scheduled weak Q3 2025.  Gold sales were 11,604 ounces at a record average gold price of $4,313 per ounce, generating US$50.0 million in revenue for the quarter, which was nearly 30% higher than our previous quarterly revenue record. After raising US$37.7 million in equity and repaying the remaining US$6.5 million in debt, cash and trade receivables increased to US$78.1 million from US$28.4 million in Q3 2025. Net of equity issuance and debt repayment, this implies a quarterly cash increase of US$18.5 million despite having significant exploration programs at all four of our assets. Moss is ramping up to steady state production, expected late this quarter, and permitting activities are rapidly advancing at Eagle Mountain, with full operating permits expected late this year.  During the quarter, the Company has taken operating control of the Mt. Hamilton project in Nevada.  Preconstruction activities have commenced, with full construction expected to begin in early Q2 2026."

2

Table 1 - Operating Results for San Albino

  Units Q1 2025 Q2 2025 Q3 2025 Q4 2025
Mined          
Diluted Vein          
Tonnes  t 29,163 25,022 20,854  34,600
Gold Grade  g/t 10.26 9.92 8.43 9.65
Silver Grade g/t 10.43 10.97 8.14 9.56
Contained Gold  oz 9,620 7,981 5,654 10,740
Contained Silver oz 9,777 8,829 5,459 10,636
Historical Dump + Other*          
Tonnes  t 19,650 29,332 28,057 22,977
Gold Grade  g/t 2.97 3.11 2.92 2.93
Silver Grade g/t 3.58 3.88 3.18 3.20
Contained Gold  oz 1,875 2,930 2,636 2,166
Contained Silver oz 2,259 3,662 2,872 2,368
Waste          
Tonnes t 2,272,474 2,081,322 2,500,885 2,241,182
Phase 2 - Capitalized Waste  t 0 177,544 0 0
Strip Ratio (1) w:o 46.6 38.3 51.1 38.9
           
Milled          
Diluted Vein % 52% 41% 36% 53%
Historical Dump + Other* % 48% 59% 64% 47%
Tonnes t 53,551 52,705 52,554 54,076
Gold Grade  g/t 7.10 6.58 5.00 6.77
Silver Grade g/t 7.40 7.58 5.36 6.92
Contained Gold  oz 12,228 11,153 8,454 11,767
Contained Silver oz 12,740 12,847 9,061 12,039
Mill Availability % 98% 97% 97% 98%
Average Tonnes per Day t/day 608 595 591 599
Recovered          
Gold Recovery % 85.3% 80.3% 81.4% 81.8%
Siver Recovery % 83.8% 79.9% 79.8% 78.4%
Gold Recovered oz 10,436 8,961 6,879 9,621
Gold Equiv. Recovered (2) oz 10,553 9,063 6,961 9,745
Silver Recovered oz 10,677 10,269 7,226 9,442
Gold Sold oz 9,881 10,104 6,918 9,307
Gold Equiv. Sold (2) oz 10,021 10,194 7,024 9,394
Silver Credits oz 12,684 9,018 9,329 6,660
Avg. Realized Price Gold **  US$/oz 2,898 3,323 3,452 4,340
Avg. Realized Price Silver US$/oz 32 33 39 57

* Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

**For the purpose of calculating revenue, payments to Sailfish are deducted from the Average Realized Price Gold.

(1) Strip Ratio calculation does not include waste material that is capitalized

(2) Equivalent Gold ounces are calculated by: Silver recovered. or Silver sold (oz) / Avg. Realized Price Gold ($/oz) / Avg. Realized Price Silver ($/oz)

3

Table 2 - San Albino Quarter-End Stockpile Statistics

  Units Q1 2025 Q2 2025 Q3 2025 Q4 2025
Historical Dump + Other**          
Tonnes t 126,248 127,897 124,254 127,755
Gold Grade g/t 2.61 2.52 2.55 2.76
Contained Gold oz 10,587 10,352 10,188 11,328

** Includes historical dump, hanging wall, footwall, historical muck and all other non-vein mineralized material above cutoff grade.

Mining at San Albino

In Q4 2025, the mine extracted a total of 57,577 tonnes of ore and generated approximately 2.2 million tonnes of waste, resulting in a strip ratio of 38.9. Mine production was primarily sourced from the El Limón and Bayacun areas, which accounted for 23% and 49% of total mined tonnes, respectively. The average head grade for the quarter was 6.97 g/t Au and 7.02 g/t Ag.

During Q4 2025, the team also continued advancing engineering and geotechnical activities in support of the planned underground mining development.

Milling at San Albino

During Q4 2025, the plant throughput rate averaged 599 tpd, 19% above nameplate capacity. Mill availability remained high at 98% which compares favorably with industry averages. The mill head grade averaged 6.77 g/t Au, comprised of 52% diluted vein material and 48% historical dump + other material. A total of 9,621 ounces of gold were recovered during the quarter at a mill recovery of 81.8%.

Moss Mine

During Q4 2025, mining operations at the Moss Mine continued to improve throughout the quarter. The company added key leadership and technical support personnel, enabling crushing operations to transition to 24-hour coverage and supporting higher throughput and more efficient utilization of the crushing and processing infrastructure. Gold ounces placed on the heap leach pad and recovered through heap leaching increased month over month, reflecting improving operational stability and processing performance. The Company remains focused on maintaining this momentum across mining, crushing, and processing activities as operations progress toward sustained, steady-state production.

Eagle Mountain Gold Project

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 Environmental Impact Assessment ("EIA"). In line with prior guidance, the Company anticipates the submission of the EIA to the Guyana Environmental Protection Agency ("EPA") in Q1 2026.

In Q4 2025, work activities were focused on advancing social baseline studies. On October 3, 4, and 7, the Company together with Environmental Resources Management Ltd. (ERM), Mako's lead consultant for the EIA process, conducted a series of stakeholder and community engagement meetings in the communities within the Eagle Mountain Project's area of influence. These meetings were observed by the EPA. Input from these meetings has helped guide the terms of reference of the EIA and informed both the impacts and planned mitigation measures. The Environmental Impact Assessment represents the culmination of years of comprehensive data collection, analysis, and studies, formally consolidated into a regulatory submission. Its filing will mark a major milestone in the advancement of the Project.

4

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

Qualified Person

John Rust, a metallurgical engineer and qualified person (as defined under NI 43-101) has read and approved the technical information contained in this press release. Mr. Rust is a senior metallurgist and a consultant to the Company.

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

5


Forward-Looking Information:  Statements contained herein, other than historical fact, may be considered "forward-looking information" within the meaning of applicable securities laws. The forward-looking information contained herein is based on the Company's plans and expectations and assumptions as of the date such statements forward looking statements include that: expectations stated regarding Q4 2025 and Q1 2026 production at San Albino, expected timing for the submission of the EIS to the Guyana EPA. 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 production results in Q4 2025 and Q1 2026 will not meet expectations; that the EIS will not be submitted on the timeline expected; uncertainty related to mining exploration properties; political risks and uncertainties involving the Company's mineral properties; the inherent uncertainty of cost estimates and the potential for unexpected costs and expense; commodity price fluctuations and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. 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 the Company's expectations regarding the Company's Q4 2025 production and operating results at San Albino gold project, financial highlights for Q4 2025 and current corporate updates, and may not be appropriate for other purposes. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

6

January 26th, 2026

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Reports Updated Mineral Resource Estimate for the Moss Mine in Arizona
Consisting of Measured and Indicated Resources of 646,000 Ounces of Gold with a Grade
of 0.35 g/t and 6.8 million Ounces of Silver with a Grade of 3.71 g/t and Inferred
Resources of 122,000 Ounces of Gold with a Grade of 0.31 g/t and 580,000 Ounces of
Silver with a Grade of 3.31 g/t

Mako Mining Corp. (TSX-V: MKO; OTCQX: MAKOF) ("Mako" or the "Company") is pleased to report the results of an updated mineral resource estimate completed by Micon International Limited, PDM Technical Services Ltd and CGK Consulting Services Inc., for the Moss Mine Gold Project located in Arizona, USA ("Moss"). A technical report for the updated mineral resource estimate in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101") under the Company's SEDAR+ profile at www.sedarplus.ca will be filed within 45 days of this news release, and on the Company's website at www.makominingcorp.com (the "Mineral Resource Estimate").

The Moss Mine Gold Project contains an estimated Measured and Indicated open pit mineral resource of 57.07 million tonnes averaging 0.35 g/t gold and 3.7 g/t silver for a total of 646,000 ounces of gold and 6.8 million ounces of silver at a 0.17 g/t AuEq1 cutoff. There is an additional estimated Inferred open pit mineral resource of 12.3 million tonnes averaging 0.31 g/t gold and 1.46 g/t silver for a total of 122,000 ounces of gold and 580,000 ounces of silver (see tables below).

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 US$2,500/oz and a silver price of US$29.2/oz with a gold recovery of 75% and a silver recovery of 33%.

The effective date for the Mineral Resource Estimate is December 18, 2025. The Company anticipates advancing the project toward a Mineral Reserve Estimate and updated project economics in the second quarter of 2026.

Akiba Leisman, CEO of Mako states, "Moss was acquired less than a year ago for US$2 million, or for less than US$3 per gold equivalent ounce. In addition, all silver ounces in this Mineral Resource Estimate are unencumbered by the previous silver stream that was removed in the bankruptcy process prior to the acquisition of Moss, which has a significant positive impact to project economics given where current silver prices are trading. No further net capital infusions will be required to bring Moss into steady state production, which is scheduled to commence later this quarter. This Mineral Resource Estimate will serve as the basis for a Mineral Reserve Estimate and updated project economics, the results of which will be disclosed early next quarter and will reflect the profitability of this mine in the current precious metals price environment."

1

Table 1: Mineral Resource Estimate Summary metric units (as of December 18, 2025)

Category Cutoff
g/t AuEq		 k tonnes AuEq g/t Au g/t Ag g/t AuEq
(koz)		 Au (koz) Ag (koz)
Measured 0.17 9,550 0.39 0.36 4.56 119 112 1,400
Indicated 0.17 47,521 0.37 0.35 3.53 560 534 5,401
Measured + Indicated 0.17 57,071 0.37 0.35 3.71 679 646 6,801
Inferred 0.17 12,326 0.32 0.31 1.46 125 122 580

Table 2: Mineral Resource Estimate Summary imperial units (as of December 18, 2025)

Category Cutoff
oz/ton
AuEq		 k tons AuEq
opt		 Au opt Ag opt AuEq
(koz)		 Au
(koz)		 Ag
(koz)
Measured 0.005 10,527 0.0113 0.0106 0.1330 119 112 1,400
Indicated 0.005 52,383 0.0107 0.0102 0.1031 560 534 5,401
Measured + Indicated 0.005 62,910 0.0108 0.0103 0.1081 679 646 6,801
Inferred 0.005 13,587 0.0092 0.0090 0.0427 125 122 580

Mineral Resource Estimate

The Mineral Resource Estimate for the Moss Mine Gold Project has been carried out in accordance with the CIM's "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines" (November 2019). The mineral resources have been generated from drill hole data and the application of new, distinct geological domains based on a detailed interpretation of the geology that identifies the spatial distribution of the gold and silver grades. The interpolation parameters have been defined based on the drill hole data and the geological interpretation and geostatistical analysis of that data.

2

The mineral resources have been classified by proximity to data locations and the quality of the data and have been reported in accordance with CIM's "Standards on Mineral Resources and Reserves" (May 2014) as required by NI 43-101.

The drill hole data inside the block model area consists of 1,169 drill holes totaling 452,086 feet (ft) of drilling with 87,471 sample intervals.  RC drilling has contributed more than 55% of the drill holes and more than 82% of the sample intervals to the drill hole database inside the block model limits. Core drill holes have contributed 11% of the holes and 12% of the sample intervals. The remaining 33% of the drill holes were short rotary holes which account for 6% of the sample intervals.

The Block Model was constructed based on four wireframe solids that represent the Stockwork mineralization, the Moss Vein, the Ruth Vein and a higher-grade Reynolds Stockwork mineralization. This interpretation was developed on northwest facing cross-sections. In addition to these wireframe solids, two surfaces were also considered, one representing the Canyon fault and the other representing the geological contact between the Intrusive rocks in the east with the Volcanic rocks in the west. This geological interpretation was used to code the block model and develop 10 geological domains.

Analysis of the sample lengths shows that 87% of the assays inside the block model area are 5ft in length.  The selected bench height for the block model is 20ft and a 10ft composite length (half bench height) was chosen for the estimation of gold and silver grades. The assessment of outlier values, that might require adjustment (or capping) was carried out using statistical and graphical summaries, including log-probability plots, and decile analysis. The capping was carried out per geological domain with a total of 40 gold and 30 silver 10ft composites capped.

The estimation of gold and silver grades was carried out using ordinary kriging in MineSight® 15.4 software using a three-pass search strategy to use the most local capped 10ft composite data to a block location being estimated. A minimum of four and maximum of 16 composites were required for a block estimate, with a maximum of four from a single drill hole.

A tonnage factor of 12.35 ft3/short ton has been used by Moss since the mine opened, and this factor has proven to be sufficiently accurate to be considered reliable in estimating the mined tonnage.  This is equivalent to a dry density of 2.59 g/cm3.

The block model gold and silver grade estimates were validated using a series of statistical and graphical methods. These include a check of the global average using the nearest neighbor block grade estimates, compared with the inverse distance squared and ordinary kriged block grade estimates; a check of the global trends using swath plots; a volume-variance check to determine the variability of the block grade estimates; and a visual validation in plan and section to confirm that the estimates honored the composite grades, domain boundary conditions and the kriging plan.

To classify the block model grade estimates for the Moss Mine Gold Project into the mineral resource categories of Measured, Indicated, and Inferred, a statistical approach was employed to develop a classification scheme that complies with the CIM Best Practice Guidelines and NI 43-101 Regulations for the reporting of Mineral Resources and Mineral Reserves.  Measured Mineral Resources require a minimum of 3 drill holes inside a 60ft radius, Indicated Mineral Resources require a minimum of 3 holes inside 160ft radius, or a minimum of 2 holes inside an 80ft radius or a minimum of one hole inside a 50ft radius.  Inferred Mineral Resources are the remaining estimates up to a 600ft radius within the geological domains.

3

Input Parameters for Open Pit Mineral Resource Pit Shell

To meet the CIM requirements of "Reasonable Prospects of Eventual Economic Extraction", the Mineral Resources are reported within an optimized pit that was prepared by Mr. G. Vejar, Senior Mine Engineer of Mako Mining Corp. The open pit costs include a mining cost of $3.18 US$/ton, a mining fill cost of $1.91 US$/ton, a processing cost of $5.81 US$/ton, a G&A of $0.77 US$/ore ton, refinery services and logistics cost of $0.28 US$/ton.  The pit optimization considered a gold price of $2,500 US$/oz and a silver price of $29.20 US$/oz, with a gold recovery factor of 75% and a silver recovery factor of 33%. A constant pit slope of 55° was used for the optimization with a breakeven cutoff of 0.005 oz/ton AuEq (0.17 g/t AuEq).

These input parameters were selected based on empirical cost and mine design factors currently being employed at the Moss Mine.

Qualified Persons

Mr. Chris Keech, P.Geo. of CGK Consulting Services Inc., meets the requirements of a Qualified Person as defined under NI 43-101 and is independent of the Company. Mr. Keech has prepared the Mineral Resource Estimate and has carried out a review of the Quality Control and Quality Assurance data and has verified the data through independent samples and validation of database assays against original assay certificates with the assistance of Mr. Wong.  Based on this validation and verification, Mr. Keech is of the opinion that the data is sufficiently accurate to be considered reliable and is of sufficient quantity and quality that it can be used for the estimation of Mineral Resources.

Mr. Gary Wong, P.Eng. of PDM Technical Services Ltd., meets the requirements of a Qualified Person as defined under NI 43-101 and is independent of the Company. Mr. Wong carried out a site visit from July 14 to July 16, 2025, where he toured the open pit areas, the leach pad, the mine office, the core logging facilities, and the core and sample storage areas.  Representative drill holes were examined, as well as core photographs to assess the controls on the mineralization.

Mr. Wong and Mr. Keech have also prepared the geological interpretation and geological block model which is based on the drill hole data and geological understanding of the Moss Mine Gold Project mineralization style.

Mr. Wong and Mr. Keech are not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate.  The Technical information related to the Mineral Resource Estimate in this news release has been reviewed and approved by Mr. Keech.

Technical Report

A technical report will be prepared (the "Technical Report") by Qualified Persons in accordance with the requirements of NI 43-101 and will be filed on SEDAR+ within 45 days of this press release.  The technical report will be coordinated by Micon International Limited with contributions by other Qualified Persons. Readers are cautioned that the conclusions, projections and estimates set out in this press release are subject to important qualifications, assumptions and exclusions, all of which will be detailed in the Technical Report. To fully understand the summary information set out in this press release, the Technical Report, which will be filed on SEDAR+ at www.sedarplus.ca, should be read in its entirety.

4

On behalf of the Board,

Akiba Leisman

Chief Executive Officer

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 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 currently the subject of engineering, environmental and mine permitting activity.

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

Forward-Looking Information:  Some of the statements contained herein may be considered "forward-looking information" within the meaning of applicable securities laws. Any statements that are not historical fact are considered forward-looking information. Forward-looking information can be identified by words such as, without limitation, "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" or variations thereon or comparable terminology. The forward-looking information contained herein reflects the Company's and current beliefs and expectations, based on management's reasonable assumptions. Such forward-looking information includes, without limitation the timing for completion and filing of the Technical Report, the assumptions described related to the Mineral Resource Estimate and the Company's intention to advance the Moss Mine toward a mineral reserve estimate and updated project economics in the second quarter of 2026. 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, unexpected impediments to the Company's timeline to file the Technical Report, unanticipated market changes that cause any assumptions used in the Mineral Resource Estimate, changes in the Company's ongoing work to advance the Moss Mine towards a mineral reserve estimate and updated project economics in the second quarter of 2026 or at all, changes in exploration and development plans and growth parameters of the Company, changes in the Company's ability to fund its proposed business and operational plans, unanticipated costs and other risks and uncertainties as disclosed in the Company's public disclosure filings on SEDAR+ at www.sedarplus.ca. Such information contained herein represents management's best judgment as of the date hereof, based on information currently available. Mako does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

5

February 9, 2026

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Intention to Restructure the Mt. Hamilton Acquisition Consideration and Postponement of Special Meeting of Shareholders to New Meeting Date of March 3, 2026

Mako Mining Corp. ("Mako" or the "Company") (TSXV: MKO; OTCQX: MAKOF) announces that it has postponed the Company's special meeting of shareholders (the "Special Meeting") that was originally scheduled for Tuesday, February 10, 2026.

The Company and Sailfish Royalty Corp. ("Sailfish") are working to finalize a restructuring of the consideration payable for the proposed acquisition (the "Acquisition") of the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") located in White Pine County, Nevada, USA, which quantum will remain US$40 million. The restructuring of the consideration payable is being undertaken to preserve maximum flexibility for the Company to develop the Mt. Hamilton Gold-Silver Project as currently anticipated, as well as derisking the impact of encumbrances over potential future development scenarios at the Mt. Hamilton Project more broadly. The restructured consideration will be reflected in amended and restated transaction agreements, as well as a supplement to the management information circular dated December 23, 2025 together with an updated proxy/voting information form. Once finalized, the amended and restated transaction agreements, together with the revised supplemental proxy materials, will be made available under the Company's SEDAR+ profile at www.sedarplus.ca. Closing of the Acquisition will not be subject to any additional closing conditions, and remains subject to the approval of the Company's shareholders at the Special Meeting, the approval of Sailfish's shareholders and the approval of the TSX Venture Exchange.

Akiba Leisman, CEO of Mako, states "this past week, the Trump administration in the United States announced the establishment of Project Vault and the 2026 Critical Minerals Ministerial, which Mako views as a significant change to mining industrial policy in the USA. As previously disclosed in the Company's press release on September 30, 2025, the Mt. Hamilton Project hosts a tungsten target located below, and independent of, the gold and silver resource. Tungsten's role as a U.S.-designated critical mineral potentially positions Mt. Hamilton as a strategic asset in supporting domestic supply chain security. When the original Mt. Hamilton transaction was announced, it could have potentially included a 2% Net Smelter Return royalty on all minerals, inclusive of tungsten. Management has concluded that to preserve maximum flexibility on how we plan on advancing the fully permitted Mt. Hamilton Project, we intend to restructure the Mt. Hamilton consideration in an economically equivalent way, which will only be repaid through deliveries of gold ounces coming from Mako's other projects. Details of this proposed restructuring will be made available imminently, with shareholders given ample time to review the new terms for the meeting now scheduled for March 3, 2026. In the meantime, the Company has engaged a political advisor, and discussions have commenced with United States Government officials and other critical metals companies on how to potentially advance the Mt. Hamilton Project as quickly as possible. We will update the market on how these discussions progress in due course."

- 2 -

Details of the Postponed Special Meeting

To allow Mako shareholders reasonable time to consider and vote on the proposed Acquisition once the amended transaction agreements are finalized and a supplement to the current management information circular for the Special Meeting is filed on SEDAR+ and mailed to shareholders, Mako is postponing the Special Meeting to March 3, 2026 at 10:00 AM (Toronto time).

The record date for determining Mako shareholders eligible to vote at the Special Meeting remains January 2, 2026. The deadline for Mako shareholders to return their completed proxies or voting instruction forms has been extended to 10:00 AM on February 27, 2026 (Toronto time).

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 aleisman@makominingcorp.com, 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.

- 3 -

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 intention to hold the Special Meeting at 10:00 am on March 3, 2026, finalize amended agreement reflecting a restricting of the consideration payable under the proposed Acquisition, the timing for filing a supplement to the Company's management information circular dated December 23, 2025; the conditions to closing the proposed Acquisition, including receipt of approval by Mako shareholders and the approval of the TSXV to complete of the Acquisition.  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 risks include the Company not holding the Mako Meeting on the timeline contemplated herein; the Company or Sailfish not obtaining the requisite shareholder and regulatory approval required to complete the proposed Acquisition in a timely manner or at all, and Mako remaining responsible for the interim period costs, expenses and liabilities in connection with the Mt. Hamilton Project prior to obtaining all required approvals and closing the proposed Acquisition; changes in market conditions and the execution of Mako's business strategies; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca. 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.
 
February 09, 2026. 510 Burrard Street, 3rd Floor
Vancouver BC, V6C 3B9
www.computershare.com

To: All Canadian Securities Regulatory Authorities

(Amended; SEE THE HIGHLIGHTED)

Subject: MAKO MINING CORP.

Dear Sir/Madam:

 

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type : Special Meeting
Record Date for Notice of Meeting : January 02, 2026
Record Date for Voting (if applicable) : January 02, 2026
Beneficial Ownership Determination Date : January 02, 2026
Meeting Date : March 03, 2026
Meeting Location (if available) : Toronto, ON
Issuer sending proxy related materials directly to NOBO:  Yes
Issuer paying for delivery to OBO: Yes
   
Notice and Access (NAA) Requirements:  
NAA for Beneficial Holders No
NAA for Registered Holders No

Voting Security Details:    
Description CUSIP Number ISIN
COMMON 56089A400 CA56089A4000

Sincerely,

Computershare

Agent for MAKO MINING CORP.

SUPPLEMENT TO

MANAGEMENT INFORMATION CIRCULAR

SPECIAL MEETING OF SHAREHOLDERS OF MAKO MINING CORP.

IN CONNECTION WITH ACQUISITION OF MT. HAMILTON

 

THE POSTPONED SPECIAL MEETING WILL BE HELD ON

MARCH 3, 2026

 

This Supplement contains important  information for shareholders to consider in connection with their vote on the Mt. Hamilton Acquisition at the postponed Special Meeting to be held on March 3, 2026.

These materials require your immediate attention. If you have any questions about these materials or the matters to which they refer, please contact us by telephone at +1 (647) 203-8793 or by email at info@makominingcorp.com.

DATED February 14, 2026


NOTICE TO SHAREHOLDERS

Mako Mining Corp. ("Mako" or the "Corporation") is sending the accompanying supplement (the "Supplement") to its management information circular dated December 23, 2025 (the "Circular") in order to provide you with new information in connection with an amendment to the form of consideration payable to Sailfish Royalty Corp. ("Sailfish") for Mako's acquisition, through Mako US Corp. ("Mako US"), of 100% of the membership interests of Mt. Hamilton LLC (the "Mt. Hamilton Acquisition"), the owner of the Mt. Hamilton project located in Nevada, United States (the "Mt. Hamilton Project"), which amendment was made subsequent to the mailing of the Circular.

As set forth in the Circular, Mako, Mako US and Sailfish previously entered into a purchase and sale agreement dated November 26, 2025, pursuant to which Mako agreed, as consideration for the Mt. Hamilton Acquisition, to grant to Sailfish, subject to Closing of the Mt. Hamilton Acquisition (i) a 60-month corporate level gold stream on the Mt. Hamilton Project, as well as Mako's other properties, that would not come into force or effect until the Closing of the Mt. Hamilton Acquisition, as further set out in the gold purchase agreement dated November 26, 2025, and (ii) a 2% net smelter returns royalty on the Mt. Hamilton Project that would not come into force or effect until completion of the gold stream, as further set out in the royalty agreement dated November 26, 2025 (the "Royalty Agreement").

On February 9, 2026, Mako announced the postponement of the special meeting of Mako shareholders to March 3, 2026, maintaining the same record date of January 2, 2026 (the "Meeting") in connection with a proposed restructuring of the consideration payable to Sailfish under the Mt. Hamilton Acquisition in order to preserve maximum flexibility for Mako to develop the Mt. Hamilton Project and derisk the impact of encumbrances over potential future development scenarios more broadly, as further described in the accompanying Supplement.

On February 14, 2026, Mako, Mako US and Sailfish entered into (i) an agreement acknowledging that the Royalty Agreement, having never come in force or effect, is terminated (the "Royalty Termination Agreement"), (ii) an amended and restated gold purchase agreement (the "Amended Gold Purchase Agreement"), to add an additional term to the gold stream , in lieu of the Royalty, and remove the Mt. Hamilton Project from the gold stream (the "Amended Gold Stream"), and (iii) an amended and restated purchase and sale agreement (the "Amended Purchase Agreement") reflecting the amended consideration payable under the Mt. Hamilton Acquisition. The purchase price for the Mt. Hamilton Acquisition remains US$40 million. The Amended Purchase Agreement, Amended Gold Purchase Agreement and Royalty Termination Agreement are available under the Company's SEDAR+ profile at www.sedarplus.ca.

The Mt. Hamilton Acquisition remains subject to the same closing conditions as described in the Circular, including, among others, receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, and shareholder approval from Mako's disinterested shareholders.

The special committee of disinterested members (the "Special Committee") of the Board of Directors (the "Board") of Mako have carefully reviewed and overseen the negotiation of the amended terms of the Mt. Hamilton Acquisition, and have made its recommendation to the Board, and the disinterested members of the Board have re-approved the Mt. Hamilton Acquisition based on the amended terms described in the accompanying Supplement. The Special Committee received an updated fairness opinion from Stifel Nicolaus Canada Inc. confirming that the consideration is fair, from a financial point of view, to the shareholders of the Corporation. The disinterested members of the Board have unanimously determined that the Mt. Hamilton Acquisition is in the best interests of Mako and recommend that disinterested shareholders vote FOR the Mt. Hamilton Acquisition, including the Amended Gold Stream.

The accompanying Supplement contains important updated information that supplements the information contained in the Circular and sets forth the actions to be taken by you at the Meeting. You should carefully consider all of the information in the Notice of Special Meeting, the Circular and the Supplement, and consult your financial, legal or other professional advisors if you require assistance.

Thank you for your prompt attention to these matters, and for your continued support.

Sincerely,

"Eric Fier"

Eric Fier, Chairman of the Board
Mako Mining Corp.

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TABLE OF CONTENTS

INTRODUCTION AND INFORMATION REGARDING POSTPONED MEETING 1
Time and Place of Postponed Meeting 1
Record Date 1
Revised Mt. Hamilton Acquisition Resolution 1
Previously Mail Form of Proxy and Voting Information Form 1
How to Vote Your Shares 1
Revocation of Proxies 2
Amendments to Consideration for Mt. Hamilton Acquisition 3
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION AND STATEMENTS 4
SUPPLEMENTAL INFORMATION REGARDING MT. HAMILTON ACQUISITION 6
Background 6
Recommendation of the Board 7
Reasons for the Recommendation 8
The Amended Purchase Agreement 11
The Amended Gold Purchase Agreement 12
The Amended Gold Stream Security Package 13
Supplemental Information Regarding Fairness Opinion 13
Shareholder Approval of the Mt. Hamilton Acquisition 14
Canadian Securities Laws Matters 15
Supplemental Risk Factors 15
DIRECTORS’ APPROVAL 15
Schedule "A" GLOSSARY A-1
Schedule "B" MT. HAMILTON ACQUISITION RESOLUTION B-1
Schedule "C" FAIRNESS OPINION C-1

SUPPLEMENT TO CIRCULAR

INTRODUCTION AND INFORMATION REGARDING POSTPONED MEETING

This supplement dated February 14, 2026 (the "Supplement") to the management information circular of Mako Mining Corp. ("Mako" or the "Corporation") dated December 23, 2025 (the "Circular") is delivered in connection with the solicitation of proxies by and on behalf of the management of the Corporation for use at the postponed special meeting of shareholders of Mako.

The Circular previously mailed to shareholders describes the details of the Mt. Hamilton Acquisition, which is updated and supplemented, as necessary, by the disclosure set forth in this Supplement.

Time and Place of Postponed Meeting

The Special Meeting of shareholders of Mako will be held in person only at 10:00 a.m. (Toronto time) on March 3, 2026 (the "Meeting"), at 40 Temperance Street, Bay Adelaide Centre - North Tower, Suite 3200, Cassels Boardroom, Toronto, ON M5H 0B4.

Record Date

The Record Date remains the close of business on January 2, 2026.

Revised Mt. Hamilton Acquisition Resolution

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a varied ordinary resolution approving the Mt. Hamilton Acquisition, including the Amended Gold Stream (but no longer including the Royalty), as more particular described in this Supplement. The revised Mt. Hamilton Acquisition Resolution on which shareholders are asked to vote at the Meeting is set forth in Schedule "B" to this Supplement.

Previously Mailed Form of Proxy and Voting Information Form

The form of proxy and the voting information form previously mailed to shareholders confers discretionary authority upon the Designated Persons with respect to any amendments or variations to any matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. At the date of this Supplement, except as described herein, management of the Corporation is not aware of any other amendments, variations, or other matters to come before the Meeting.

How to Vote Your Shares

If you are a Registered Shareholder and have already voted your Common Shares, and you do not wish to change your vote:

You need not take any further action to vote your Common Shares in respect of the revised Mt. Hamilton Acquisition Resolution as your previously submitted proxy or voting information form, as applicable, will be deemed to be your vote on the revised Mt. Hamilton Acquisition Resolution set forth in Schedule "B" to this Supplement.

If you are not a Registered Shareholder, but rather a Beneficial Shareholder hold your Common Shares through an Intermediary, such as a securities dealer, broker, bank, trust company or other nominee and have already voted your Comon Shares, and you do not wish to change your vote:

You need not take any further action to vote your Common Shares in respect of the revised Mt. Hamilton Acquisition Resolution as your previously submitted proxy or voting information form, as applicable, will be deemed to be your vote on the revised Mt. Hamilton Acquisition Resolution set forth in Schedule "B" to this Supplement.

If you have not yet voted your Common Shares, or you wish to change your vote, please follow the instructions contained in this Supplement and/or in the form of proxy or voting information form previously provided.

The persons named as proxyholders (the "Designated Persons") in the previously mailed form of proxy are directors and/or officers of the Corporation.

A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER), OTHER THAN THE DESIGNATED PERSONS, TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE'S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER'S COMMON SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING. IF THE NOMINEE IS A COMPANY, THE COMPANY MUST PROVIDE THE INSTRUMENT APPOINTING THE OFFICER OR ATTORNEY WHO CAN VOTE ON BEHALF OF THE COMPANY AS PROXYHOLDER, AS THE CASE MAY BE, OR A NOTARIZED OR CERTIFIED COPY THEREOF.

A proxy can be submitted to Computershare Investor Services Inc. either in person, or by mail or courier, to 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, Attn: Proxy Department, by telephone by calling 1-866-732-VOTE (8683), International 1-312-588-4290, by Fax at 1-416-263-9524, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 10:00 a.m. (Toronto Time) on February 27, 2026, or not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of any adjourned or postponed meeting. If a shareholder who has submitted a proxy attends the Meeting in person, any votes cast by such shareholder on a ballot or poll will be counted and the submitted proxy will be disregarded.

A proxy is not valid unless it is dated and signed by the shareholder who is giving it or by that shareholder's attorney duly authorized in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney for the corporation. If a form of proxy is executed by an attorney for an individual shareholder or joint shareholders, or by an officer or attorney for a corporate shareholder, the instrument so empowering the officer or attorney, as the case may be, or a notarized certified copy thereof, must accompany the form of proxy.

If not dated, the proxy will be deemed to have been dated the date it is mailed to shareholders.

Revocation of Proxies

Any Registered Shareholder who has already returned a proxy, and wishes to change their vote, may revoke their prior proxy at any time before the commencement of the Meeting.

A Registered Shareholder, their attorney authorized in writing or, if the Registered Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including submitting a proxy bearing a later date, or by any other means allowable by law. Any instrument revoking a proxy must be deposited in person, by mail or courier at the office of Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, Attn: Proxy Department, by telephone by calling 1-866-732-VOTE (8683), International 1-312-588-4290, by Fax at 1-416-263-9524, or via the internet at www.investorvote.com, at any time up to 10:00 a.m. (Toronto time) on February 27, 2026, or two days prior to the date of any adjournment or postponement of the Meeting, or with the Chairperson of the Meeting on the day of the Meeting prior to commencement of the Meeting.

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Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders must change their voting instructions in sufficient time in advance of the Meeting by contacting Computershare or their broker or other Intermediary to arrange to change their voting instructions.

Amendments to the Consideration for the Mt. Hamilton Acquisition

Effective February 14, 2026, Mako, Mako US and Sailfish Royalty Corp. ("Sailfish") entered into an amended and restated purchase and sale agreement (the "Amended Purchase Agreement") and an amended and restated gold purchase agreement (the "Amended Gold Purchase Agreement"), to reflect amendments to the consideration payable by Mako to Sailfish for the Mt. Hamilton Acquisition, as further detailed in this Supplement.

All summaries of, and references to, the Amended Purchase Agreement and the Amended Gold Purchase Agreement in this Supplement are qualified in their entirety by reference to the complete text of such agreements, copies of which are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on Mako's website at www.makominingcorp.com.  You are urged to carefully read the full text of the Amended Purchase Agreement and the Amended Gold Purchase Agreement.

THIS SUPPLEMENT CONTAINS IMPORTANT INFORMATION AND SHOULD BE READ IN CONJUNCTION WITH THE CIRCULAR.

All capitalized terms used in this Supplement but not otherwise defined herein, including under the heading "Glossary of Terms", will have the respective meanings given to them in the Circular. Information contained in this Supplement is given as of February 14, 2026, unless otherwise specifically stated. Except as modified by this Supplement, the Circular, as filed under Mako's profile on SEDAR+ at www.sedarplus.ca and on its website at www.makominingcorp.com, remains unchanged.

Shareholders should not construe the contents of this Supplement as legal, tax or financial advice and are urged to consult with their own legal, tax, financial or other professional advisors.

NO SECURITIES REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION AND STATEMENTS

Information and statements contained in this Supplement and any documents incorporated by reference herein that are not historical facts are considered forward-looking information and statements under applicable securities laws that involve risks and uncertainties (together "forward-looking statements"). Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend", "estimate", "plan", "budget", "schedule", "project", "forecast" or the negative of these terms and similar expressions. Forward-looking statements in this Supplement include, but are not limited to: statements with respect to the completion of the Mt. Hamilton Acquisition, including the Amended Gold Stream and the timing for commencement of gold deliveries thereunder; the satisfaction of Closing conditions, which include, without limitation each of Mako and Sailfish obtaining the required disinterested shareholder approval, respectively; Mako receiving final approval from the TSXV for the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream, and other Closing conditions; statements and information concerning the covenants of the Corporation and Sailfish; the timing for Closing; the likelihood of the Mt. Hamilton Acquisition being completed; statements made in, and based on the Fairness Opinion; statements made in connection with the security package proposed to be granted under the Amended Gold Stream; statements relating to the business and future activities of, and developments related to, the Corporation after the date of this Supplement; and other events or conditions that may occur in the future.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of the Corporation to differ materially from any future plans, results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others:

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In addition, forward-looking information contained in this Supplement is based on certain assumptions and involves risks related to the completion, or non-completion of the Mt. Hamilton Acquisition, and the business and operations of Mako. Forward-looking information contained in this Supplement is based on certain assumptions including that:

Other assumptions include, but are not limited to the price of metals; competitive conditions in the mining industry; title to mineral properties; financing and funding requirements; general economic, political and market conditions; and changes in laws, rules and regulations applicable to Mako.

Although the Corporation has attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in forward-looking statements in this Supplement, there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information.

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Accordingly, readers should not place undue reliance on forward-looking statements in this Supplement, nor in any documents incorporated by reference. All of the forward-looking statements made in this Supplement, including any documents incorporated by reference, are qualified by these cautionary statements.

Shareholders are cautioned not to place undue reliance on forward-looking statements. Mako undertakes no obligation to update any of the forward-looking statements in this Supplement or incorporated by reference herein, except as required by law.

SUPPLEMENTAL INFORMATION REGARDING MT. HAMILTON ACQUISITION

Sailfish is a Non-Arm's Length Party (as such term is defined in the policies of the TSXV) in respect of the Corporation (see "Canadian Securities Law" below). Accordingly, the TSXV requires evidence of value supporting the consideration paid and delivered by the Corporation to Sailfish in connection with the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream, as contemplated under Section 5.7(d), Section 5.9(b), and Section 5.12 of TSXV Policy 5.3.  The Corporation has chosen to satisfy such evidenced of value requirement by seeking the approval of the disinterested shareholders of the Corporation for the completion of the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream.

At the Meeting, the disinterested shareholders will be asked to consider, and if deemed appropriate, to approve, with or without variation, the revised Mt. Hamilton Acquisition Resolution, being an ordinary resolution of disinterested shareholders (in accordance with the rules and policies of the TSXV) authorizing and approving the completion of the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream which is considered a disposition under TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets ("TSXV Policy 5.3"). The full text of the revised Mt. Hamilton Acquisition Resolution is included in Schedule "B" to this Supplement.

Background

The following is a summary of the principal events leading up to the announcement on February 9, 2026 of the postponed Meeting. Please see the "Background" section of the Circular for a summary of the principal events leading up to the execution of the original definitive agreements in connection with the Mt. Hamilton Acquisition on November 26, 2025.

During the week of February 2, 2026, the Trump administration in the United States announced the establishment of Project Vault and the 2026 Critical Minerals Ministerial, which Mako views as a significant change to mining industrial policy in the United States. In conjunction with such announcements, the Company engaged a political advisor, and discussions commenced with United States Government officials and certain critical metals companies on how to potentially advance the Mt. Hamilton Project.

In light of  Project Vault and the 2026 Critical Minerals Ministerial, senior management determined it prudent and in the best interest of Mako and its shareholders to preserve maximum flexibility for the Corporation to develop the Mt. Hamilton Project, including exploring the potential tungsten target at the property as described in the Circular, and derisk the impact of encumbrances over potential future development scenarios more broadly. Accordingly, Mako undertook a renegotiation of the consideration payable to Sailfish for the Mt. Hamilton Acquisition to eliminate the proposed Royalty and remove the Mt. Hamilton Project from the Amended Gold Stream, and offering, in lieu of the Royalty, the Additional Stream Term under the Amended Gold Stream. The amendments are intended to provide to Sailfish amended consideration for the Mt. Hamilton Acquisition that is economically equivalent to the original consideration.

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During the week of February 2, 2026, discussions ensued between senior management and the members of the Special Committee regarding the proposed restructuring of the consideration payable under the Mt. Hamilton Acquisition, and the Chair of the Special Committee engaged in discussions with its financial advisor, Stifel, in connection with the proposed revised consideration and requested an updated fairness presentation and fairness opinion be provided to the Special Committee.

The Special Committee met formally on February 5, 2026 to discuss the proposed amendments to the consideration for the Mt. Hamilton Acquisition.

The Special Committee met again on February 6, 2026, with members of management invited, to ask questions, oversee the negotiation of and further consider the proposed amendments to the consideration for the Mt. Hamilton Acquisition.

On February 9, 2026, the Special Committee met and received an updated fairness presentation from Stifel on the proposed Mt. Hamilton Acquisition, taking into account the proposed amendment to the consideration payable thereunder. At this meeting, the Special Committee discussed and considered the terms of the draft Amended Purchase Agreement, Amended Gold Purchase Agreement and Royalty Termination Agreement.

On February 9, 2026, the Board approved the postponement of the Meeting from its original February 10, 2026 date to the new date of March 3, 2026, keeping the previously approved Record Date, and Mako press released the Meeting postponement providing the reasoning for the postponement. On the same date, an amended Notice of Meeting was filed under the Company's profile on SEDAR+.

During the week of February 9, 2026, the Special Committee reviewed updated drafts of the amended agreements as well as drafts of the Supplement and provided their comments and input prior to submission to the TSXV for review. On February 12, 2026, the TSXV provided its sign off on the Supplement.

On February 13, 2026, the Special Committee met to review and consider its recommendation to the Board in connection with the approval of the Amended Purchase Agreement, Amended Gold Purchase Agreement, Royalty Termination Agreement and the Supplement to be mailed to shareholders and filed under the Company's profile on SEDAR+, and unanimously determined to make its recommendation for approval by the Board.

On February 13, 2026, following the Special Committee meeting, the Board met to receive the recommendation of the Special Committee, and the disinterested members of the Board approved the entering into of the Amended Purchase Agreement, the Amended Gold Purchase Agreement and the Royalty Termination Agreement, and the mailing to Shareholders and filing on SEDAR+ of the Supplement, with Messrs. Leisman, Jacobi and Lalani abstaining from voting.

Recommendation of the Board

The disinterested members of the Board, with Akiba Leisman, Paul Jacobi and Asheef Lalani abstaining from voting, having undertaken a thorough review of, and having carefully considered the amended consideration payable for the Mt. Hamilton Acquisition, including the Amended Purchase Agreement, the Amended Gold Purchase Agreement and the Royalty Termination Agreement, and, after having received the unanimous recommendation of the Special Committee, have determined that the Mt. Hamilton Acquisition remains in the best interests of the Corporation and the consideration payable for the Mt. Hamilton Acquisition is fair to the Corporation and its disinterested shareholders.

Accordingly, the disinterested members of the Board recommend that disinterested shareholders vote FOR the revised Mt. Hamilton Acquisition Resolution attached as Schedule "B" to this Supplement.

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Reasons for the Recommendation

The following includes forward-looking information and readers are cautioned that actual results may vary. See "Approval of the Mt. Hamilton Acquisition - Risk Factors" in the Circular and "Supplemental Risk Factors" in this Supplement.

The Special Committee's recommendations are based on the totality of the information presented and considered by it. The following summary of the information and factors considered by the Special Committee is not intended to be exhaustive but rather a summary of the material information and factors considered by the Special Committee in its consideration of the Mt. Hamilton Acquisition. In view of the variety of factors and the amount of information considered in connection with the Special Committee's review and evaluation of the Mt. Hamilton Acquisition, the Special Committee did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its recommendations. The recommendations of the Special Committee were made after consideration of the factors noted below, other factors, and in light of the Special Committee's knowledge of the business, financial condition and prospects of the Corporation, and taking into account the advice of the Special Committee's legal and financial advisors. Individual members of the Special Committee may have assigned different weights to different factors. The Special Committee, and the disinterested members of the Board, considered and approved, as applicable, the grant of the Amended Gold Stream as part and parcel of the Mt. Hamilton Acquisition, which were approved as a single transaction in the best interests of the Corporation and its disinterested shareholders.

In making its recommendations, the Special Committee considered various factors, including those set out below:

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1 Refer to the Corporation's press release dated September 30, 2025 for the full mineral resource estimate, and the current technical report titled "NI 43-101 Technical Report on the Mt. Hamilton Property, White Pine County, Nevada, USA"  dated November 17, 2025, prepared by Advantage Geoservices Ltd., APEX Geoscience Ltd. out of Edmonton, Alberta and DRA Americas Inc. The current mineral resource estimate has an effective date of September 23, 2025 and the qualified person for such estimate is Mr. James Gray, P. Geo, of Advantage Geoservices Ltd., who has approved the disclosure.  The NI 43-101 Technical Report also provides information on certain agreements, royalties and encumbrances in connection with the Mt. Hamilton Project.

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2 The Corporation understands that this "ore reserve" was prepared for Phillips Petroleum Co. in June 1978. This is an historical estimate and is not being treated by the Corporation as a current mineral resource or mineral reserve under NI 43-101; however, it does provide an indication of tungsten-copper molybdenum mineralization at the Mt. Hamilton Project. No qualified persons have reviewed this historical information or done sufficient work on behalf of Mako to classify the historical estimate as a current mineral resource or mineral reserve under NI 43-101. The Corporation does not have information on the key assumptions, parameters, and methods used to prepare the historical estimate. The Corporation is not aware of any more recent estimates or data available in respect of the historical estimate, and the Corporation is not aware of any more recent estimates or data available in respect thereof.

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• No Dilution to Securityholders. As there are no Common Shares or other securities of the Corporation being issued as consideration for the Mt. Hamilton Acquisition, there will be no dilution to the Corporation's securityholders as a result of the completion of the transaction.

• Fairness Opinion. The Special Committee received an updated presentation from its financial advisors, Stifel, on the revised consideration payable under the proposed Mt Hamiton Acquisition and received the updated Fairness Opinion from Stifel confirming that, based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the consideration is fair, from a financial point of view, to the shareholders of the Corporation.

• Negotiated Transaction. The binding term sheet, the Original Purchase Agreement, as amended and restated by the Amended Purchase Agreement, and the Original Gold Purchase Agreement, as amended and restated by the Amended Gold Purchase Agreement, were the result of a comprehensive negotiation process with respect to the key elements of the transaction, and include terms and conditions considered reasonable in the judgment of the Special Committee, after taking into account the advice of its financial and legal advisors. The Special Committee took an active and independent role in overseeing the negotiation of the material terms of the binding term sheet and the definitive agreements, as amended.

• Minority Shareholder Approval. Although the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream, is exempt from the minority approval requirements under MI 61-101, the Corporation is seeking to obtain minority shareholder approval for the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream, under the policies of the TSXV to support the value of the transaction.

• Comprehensive Due Diligence. The Special Committee, with the assistance of legal counsel, financial advisors, tax advisors and the Corporation's management and technical teams, undertook a comprehensive financial, legal, tax and technical due diligence process in respect of the purchase of the Membership Interests and the Mt. Hamilton Project.

• Regulatory Approval. The Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream, is subject to the approval by the TSXV. The TSXV will consider, among other factors, the current independent technical report on the Mt. Hamilton Project, as well as the majority of the minority vote of the shareholders of the Corporation in connection with approving the completion of the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream.

• Other Factors. The Special Committee also considered alternatives to the proposed Mt. Hamilton Acquisition, including status quo, and considered the terms of the proposed transaction with reference to the current economic, industry and market trends affecting the Corporation, information concerning the business, operations, property, assets, financial condition, operating results and prospects of the Corporation and historical trading prices of the Corporation's Common Shares.

• Deal Protection. The Special Committee considered the safeguard built into the transaction terms with Sailfish to protect both the Corporation and its minority shareholders in the event the necessary shareholder approval and/or TSXV approval is not obtained, whereby Wexford or a designee of Wexford, will immediately elect to acquire Mt. Hamilton LLC and the Mt. Hamilton Project from Sailfish, acting as Mako's agent, bare trustee and nominee, for an equivalent purchase price. Mako will not incur future costs relating to Mt. Hamilton LLC or the Mt. Hamilton Project following completion of such Fallback Sale.

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While the Special Committee considered potentially positive and potentially negative factors, the Special Committee concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Special Committee unanimously determined that the entering into of the Amended Purchase Agreement and the Amended Gold Purchase Agreement is in the best interests of Mako and the revised consideration for the Mt. Hamilton Acquisition is fair to the Corporation and its disinterested shareholders.

The Amended Purchase Agreement

On February 14, 2026, the Corporation, Mako US and Sailfish entered into the Amended Purchase Agreement. Please refer to the full text of the Amended Purchase Agreement available under Mako's profile on SEDAR+ at www.sedarplus.ca.

Mt. Hamilton Acquisition

As further described in the Circular, the transfer of Beneficial Ownership and Property Control from Sailfish to Mako US was effected concurrently with the closing of the Sailfish-Mt. Hamilton Acquisition  involving acquisition by Sailfish of 100% of the outstanding Membership Interests from Mt. Hamilton Holdings LLC on November 26, 2025. The Corporation, Mako US and Sailfish entered into the Original Purchase Agreement, the Original Gold Purchase Agreement and the Royalty Agreement (the "First Closing Date"), and Sailfish assigned and transferred to Mako US Beneficial Ownership and Property Control effective November 26, 2025. During the interim period of time between the First Closing Date and the completion of the transfer of the registered legal ownership of the Membership Interests by Sailfish to Mako US (the "Closing") following and subject to receipt of all applicable shareholder and TSXV approvals by the parties, Sailfish has agreed to hold the legal registered ownership of the Mt. Hamilton Project as nominee, agent and bare trustee for and on behalf of Mako US.

Purchase Price

The Purchase Price for the Mt. Hamilton Acquisition, now comprised of the Amended Gold Stream, remains US$40 million.

Representations and Warranties

The representations and warranties in favour of each of Mako and Mako US on the one hand, and Sailfish on the other hand, set out in the Original Purchase Agreement have not changed in the Amended Purchase Agreement, other than to refer to the Amended Purchase Agreement and the Amended Gold Purchase Agreement and to remove reference to the NSR Royalty, the Royalty Agreement and matters related thereto.

Covenants

The covenants in favour of Mako and Mako US on the one hand, and Sailfish on the other hand, as set out in the Original Purchase Agreement, have not changed in the Amended Purchase Agreement.

Conditions Precedent to Closing

The conditions precedent (each of which may be waived by the relevant party) to the obligations of Mako and/or Mako US on the one hand, and Sailfish on the other hand, to complete the Mt. Hamilton Acquisition, as contemplated in the Original Purchase Agreement, have not changed in the Amended Purchase Agreement, other than to refer to the Amended Purchase Agreement and the Amended Gold Purchase Agreement and to remove reference to the NSR Royalty, the Royalty Agreement and matters related thereto.

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Termination of the Purchase Agreement

The termination provisions contemplated under the Original Purchase Agreement have not changed in the Amended Purchase Agreement, other than to refer to the Amended Purchase Agreement and the Amended Gold Purchase Agreement and to remove reference to the NSR Royalty, the Royalty Agreement and any associated mechanics and payments related thereto.

Fallback Sale

The disclosure concerning the Fallback Sale has not changed in the Amended Purchase Agreement, other than to refer to the Amened Purchase Agreement and the Amended Gold Purchase Agreement and to remove reference to the NSR Royalty, the Royalty Agreement and any associated mechanics and payments related thereto.

The Amended Gold Purchase Agreement

The Amended Gold Purchase Agreement was entered into between the Corporation and Sailfish on February 14, 2026. Please refer to the full text of the Amended Gold Purchase Agreement available under Mako's profile on SEDAR+ at www.sedarplus.ca.

Pursuant to the Amended Gold Purchase Agreement, the Corporation has agreed to deliver to Sailfish an amount of Refined Gold equal to the Payable Gold under a corporate level stream as previously contemplated, but now excluding the Mt. Hamilton Project (the "Amended Gold Stream"). Production supporting delivery of Deliverable Gold during the Amended Stream Term may be satisfied from any of Mako's properties, other than the Mt. Hamilton Project. Mako also has the right to source monthly Mineral deliveries by way of the purchase of gold credits or by way of the delivery of gold equivalent ounces.

As contemplated under the Original Gold Purchase Agreement, the Amended Gold Purchase Agreement proposes that the Corporation will agree to sell to Sailfish an amount of Refined Gold, during the Initial Stream Term, equal to 341.7 troy ounces per month, subject to adjustment to ensure that the amount of Refined Gold per month will not be (the "Adjustment Formula"): (i) less than the equivalent of US$738,000 (after deduction of the acquisition price paid by Sailfish to the Corporation in accordance with the Stream Gold Price, which is equivalent to US$2,700/oz Refined Gold; and (ii) more than the equivalent of US$1,011,333.33 (after deduction of the acquisition price paid by Sailfish to the Corporation in accordance with the Stream Gold Price), which is equivalent to US$3,700/oz Refined Gold free and clear of any and all encumbrances. The amount of Payable Gold for each monthly delivery during the Initial Steam Term shall be adjusted upward or downward based on the application of the Adjustment Formula.

The Amended Gold Purchase Agreement also provides for the Additional Stream Term, during which it is proposed that the Corporation will agree to sell to Sailfish an amount of Refined Gold equal to 100 troy ounces per month, not subject to the Adjustment Formula (together with the amount of Refined Gold payable during the Initial Stream Term, the "Deliverable Gold"), free and clear of any and all encumbrances.

As contemplated under the Original Gold Purchase Agreement, for each ounce of Deliverable Gold, Sailfish will pay to the Corporation 20% of the London p.m. fixed price for Refined Gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) on the date of delivery of such Deliverable Gold (the "Stream Gold Price").

The obligations under the Amended Gold Stream will take effect and commence upon and subject to the Closing, with the initial stream period ending 60 months after Closing (the "Initial Stream Term") and the additional stream period ending 72 months after the Initial Stream Term (the "Additional Stream Term" and, together with the Initial Stream Term, the "Amended Stream Term").

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As previously contemplated under the Original Gold Purchase Agreement, if Closing does not occur, the Amended Gold Purchase Agreement shall terminate ab initio and the Amended Gold Stream will not come into force or effect.

The Amended Gold Stream Security Package

As previously contemplated in connection with the Original Gold Purchase Agreement, the Amended Gold Stream will be secured in favour of Sailfish by: (i) first-ranking charges on all present and after-acquired property of Mako pursuant to a British Columbia law governed general security agreement and a Nevada law governed share pledge agreement; (ii) a guarantee provided by Mako US; (iii) a guarantee provided by Mt. Hamilton LLC; (iv) first ranking charges and security interests in, to and over all present and after-acquired property of Mako US, governed by a British Columbia law governed security agreement; (v) first ranking charges and security interests in, to and over all present and after-acquired property of Mt. Hamilton LLC pursuant to a Nevada law governed security agreement; and (vi) a security interest granted by Mt. Hamilton LLC in the Mt. Hamilton Project by way of deed of trust, assignment of leases, rents and contracts pursuant to a security agreement encumbering the Mt. Hamilton Project, financing statements and any related documents encumbering the personal property and fixtures associated with the Mt Hamilton Project.

Supplemental Information Regarding Fairness Opinion

In connection with the evaluation of the Mt. Hamilton Acquisition, the Special Committee received and considered the updated Fairness Opinion.

None of Stifel, its affiliates or associates, is an insider, associate or affiliate (as such terms are defined in the Securities Act (British Columbia)) of Mako, Sailfish, Mt. Hamilton LLC or the Mt. Hamilton Project, or any of their respective associates or affiliates (collectively, the "Interested Parties"). As of the date of the updated Fairness Opinion, there are no understandings, agreements or commitments between Stifel and any Interested Parties with respect to any future business dealings, however, Stifel may in the future in the ordinary course of business seek to perform financial advisory services for any one or more of them from time to time. Stifel was retained by the Special Committee to, among other things, provide the Fairness Opinion to the Special Committee in respect of the Mt. Hamilton Acquisition. Within the past 24 months, Stifel has acted as advisor to the Special Committee of Mako with respect to the Mt. Hamilton Acquisition and acted as sole bookrunner and co-lead underwriter with respect to Mako's C$40.25 million brokered offering of Common Shares which closed on October 28, 2025.

In connection with a meeting of the Special Committee held to evaluate entering into of the Amended Purchase Agreement and the Amended Gold Purchase Agreement in connection with the revised consideration payable under the Mt. Hamilton Acquisition, Stifel gave an updated fairness presentation to the Special Committee and subsequently rendered its updated written Fairness Opinion that, subject to the scope of review, assumptions, limitations and qualifications set forth in the Fairness Opinion, as of February 9, 2026, the consideration payable under the Mt. Hamilton Acquisition is fair, from a financial point of view, to the shareholders of the Corporation.

The full text of the updated Fairness Opinion dated February 9, 2026, which sets forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of review undertaken by Stifel, is attached as Schedule "C" to this Supplement. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. The Fairness Opinion is not a recommendation as to how any Shareholder should vote or act on any matter relating to the Mt. Hamilton Acquisition or any other matter.

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In evaluating the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream, the Special Committee considered, among other things, the advice and financial analyses provided by Stifel as well as the updated Fairness Opinion. As described under the heading "Reasons for the Recommendation" above, the Fairness Opinion was only one of many factors considered by the Special Committee in evaluating the Mt. Hamilton Acquisition and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Mt. Hamilton Acquisition.

The Fairness Opinion represents the opinion of Stifel and the form and content of such opinion has been approved for release by a committee of its principals, each of whom is experienced in mergers and acquisitions, divestitures, restructurings, minority investments, capital markets, fairness opinions and valuation matters.

Shareholder Approval of the Mt. Hamilton Acquisition

The amended Mt. Hamilton Acquisition Resolution, the full text of which is set out in Schedule "B" to this Supplement, must be approved (in accordance with the rules and policies of the TSXV) by a majority of votes cast by holders of Common Shares present in person, or represented by proxy, at the Meeting, excluding votes attached to Common Shares beneficially owned (or over which control or direction is exercised) by: Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Wexford Focused Trading Limited and Debello Trading Limited, Akiba Leisman, Chief Executive Officer and a director of the Corporation and Executive Chairman of Sailfish, Paul Jacobi, a director of the Corporation and a partner at Wexford, Asheef Lalani, a director of the Corporation and a director of Sailfish and Paolo Lostritto, Chief Executive Officer and a director of Sailfish and a shareholder of the Corporation. Accordingly, as of the date of this Supplement, an aggregate of 41,984,962 Common Shares held by the following persons will be excluded from voting on the Mt. Hamilton Acquisition Resolution:

Name of Shareholder Number and Class of Shares Relationship
Wexford Catalyst Trading Limited 15,967,237 Common Shares Major Shareholder of the Corporation
Wexford Spectrum Trading Limited 23,134,574 Common Shares Major Shareholder of the Corporation
Wexford Focused Trading Limited 716,734 Common Shares Major Shareholder of the Corporation
Debello Trading Limited 290,527 Common Shares Major Shareholder of the Corporation
Akiba Leisman
 		 1,366,105 Common Shares Chief Executive Officer and Director of the Corporation and Executive Chairman of Sailfish
Asheef Lalani 459,096 Common Shares Director of the Corporation and Director of Sailfish
Paolo Lostritto 50,689 Common Shares Chief Executive Officer and Director of Sailfish and Shareholder of Corporation

The disinterested members of the Board recommend that disinterested shareholders vote FOR the Mt. Hamilton Acquisition Resolution.

Unless the shareholder has specified in the form of proxy that accompanied the Circular that their Common Shares are to be voted against the approval of the Mt. Hamilton Acquisition Resolution, the persons named in the accompanying form of proxy will vote the Common Shares represented by such proxy FOR the approval of the revised Mt. Hamilton Acquisition Resolution. To be effective, the revised Mt. Hamilton Acquisition Resolution must be approved by a majority of the votes cast by the disinterested holders of Common Shares (as described above) present in person, or represented by proxy, at the Meeting.

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Canadian Securities Laws Matters

The disclosure contained in the Circular under the heading "Canadian Securities Laws Matters" has not changed other than to remove any reference to the Royalty and to read the Gold Stream as the Amended Gold Stream.

Supplemental Risk Factors

Shareholders should carefully consider the risk factors set out in the Circular under the heading "Approval of the Mt. Hamilton Acquisition - Risk Factors" as well as the following supplement risk factors related to the Mt. Hamilton Acquisition. Additional risks and uncertainties, including those currently unknown to or considered immaterial by the Corporation, may also adversely affect the Corporation. The risk factors set out in the Circular and this Supplement are not a definitive list of all risk factors associated with the Mt. Hamilton Acquisition.

Potential Tungsten Target

No work has been done by any qualified person, within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects in respect of the potential tungsten target at the Mt. Hamilton Project and, accordingly, there can be no assurance that exploration of the potential tungsten target by Mako will prove successful.

Amended Gold Stream Security Package

In the event of a default under the Amended Gold Stream, Sailfish may be entitled to enforce its security over Mako's properties and assets. The security package over the Amended Gold Stream gives Sailfish the right to enforce on its choice of Mako's property and assets up to the value of the remaining amount owing on a default. An enforcement of such security by Sailfish could have a material adverse effect on Mako and its business.

DIRECTORS' APPROVAL

The contents and the sending of this Supplement have been approved by the disinterested members of the Board.

DATED: February 14, 2026

ON BEHALF OF THE BOARD OF DIRECTORS OF
MAKO MINING CORP.

"Eric Fier"

Eric Fier 
Chairman of the Board

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SCHEDULE "A"
GLOSSARY

The following sets out certain defined terms used in this Supplement, which should be read in conjunction with the defined terms set out in the Supplement and reference to the full Glossary of defined terms in the Circular.

"Additional Stream Term" has the meaning given to such term in "Supplemental Information Regarding Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement" in the Supplement.

"Adjustment Formula" has the meaning given to such term in the Amended Gold Purchase Agreement.

"Agency Fee" has the meaning given to such term in the Amended Purchase Agreement.

"Amended Gold Purchase Agreement" means the amended and restated gold purchase agreement, amending and restating the Original Purchase Agreement, made effective February 14, 2026, as same may be amended, supplemented or otherwise modified in accordance with the terms therein.

"Amended Gold Stream" has the meaning given to such term in "Supplemental Information Regarding Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement" in the Supplement.

"Amended Purchase Agreement" means the amended and restated purchase agreement, amending and restating the Original Purchase Agreement, made effective February 14, 2026, as the same may be amended, supplemented or otherwise modified in accordance with the terms therein.

"Amended Stream Term" has the meaning given to such term in "Supplemental Information Regarding Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement" in the Supplement.

"Beneficial Ownership and Property Control" means 100% of the beneficial ownership of the Membership Interests and the exercise of operational control over the Mt. Hamilton Assets which shall be in the sole discretion of Mako US, but acting as would a prudent operator, including, for greater certainty and without limitation, responsibility for all obligations, liabilities, costs and expenses associated therewith and all carrying costs, maintenance costs, permitting costs and insurance costs in respect of the Mt. Hamilton Assets and the Membership Interests.

"Beneficial Shareholders" has the meaning given to such term in "Voting Information - Approval of the Mt. Hamilton Acquisition - Proxy and Voting Rights - Beneficial Shareholders" in the Circular.

"Board of Directors" or "Board" means the board of directors of Mako.

"Circular" means the management information circular dated December 23, 2025, as supplemented by this Supplement, sent to the shareholders in connection with the Meeting.

"Closing" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Amended Purchase Agreement" in the Supplement.

"Common Shares" means the common shares in the capital of Mako.

"Computershare" means Computershare Investor Services Inc.

"Corporation" or "Mako" means Mako Mining Corp.

"Deliverable Gold" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement" in the Supplement.

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"Engagement Agreement" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Fairness Opinion" in the Circular.

"Fairness Opinion" means the updated fairness opinion prepared by Stifel and appended in Schedule "C" to the Supplement.

"Fallback Purchase Price" has the meaning given to such term in the Amended Purchase Agreement.

"Fallback Sale" has the meaning given to such term in the Amended Purchase Agreement.

"First Closing Date" has the meaning given to such term in "Supplemental Information Regarding Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement - Mt. Hamilton Acquisition" in the Supplement.

"Gold Stream Price" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement" in the Supplement.

"Initial Stream Term" has the meaning given to such term in "Supplemental Information Regarding Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement" in the Supplement.

"Intermediary" has the meaning given to such term in Voting Information -Proxy and Voting Rights - Beneficial Shareholders" in the Circular.

"Mako US" means Mako US Corp., a wholly-owned subsidiary of Mako.

"Meeting" has the meaning given to such term in "Introduction and Information Regarding Postponed Meeting - Time and Place of Postponed Meeting" in the Supplement.

"Membership Interests" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background" in the Circular.

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Mt. Hamilton Acquisition".

"Minerals" means any and all economic, marketable metal bearing material, in whatever form or state that is mined, extracted, removed, produced or otherwise recovered from any property of Mako, excluding the Mt. Hamilton Project, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from any property of Mako, excluding the Mt. Hamilton Project, and including without limitation, ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates or doré bars that are produced from any property of Mako, other than the Mt. Hamilton Project.

"minority approval" has the meaning ascribed thereto in MI 61-101.

"Mt. Hamilton Acquisition" has the meaning given to such term in "Notice to Shareholders" in the Supplement.

"Mt. Hamilton Acquisition Resolution" means the resolution set in in Schedule "B" to the Supplement.

"Notice of Meeting" has the meaning given to such term in "General Information" in the Circular, as amended by the Amended Notice of meeting under the Company's profile on SEDAR+ at www.sedarplus.ca.

"Original Gold Purchase Agreement" means the gold purchase agreement between Mako and Sailfish dated November 26, 2025.

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"Original Purchase Agreement" means the purchase and sale agreement between Mako, Mako US and Sailfish dated November 26, 2025.

"Payable Gold" has the meaning given to such term in the Amended Gold Purchase Agreement.

"Record Date" means January 2, 2025, being the date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

"Refined Gold" means marketable metal bearing material in the form of the Mineral gold that is refined to standards meeting or exceeding commercial standards for the sale of refined gold.

"Registered Shareholder" means a shareholder registered in the records of the transfer agent of the Corporation.

"Sailfish" means Sailfish Royalty Corp.

"Sailfish-Mt. Hamilton Vendor Closing" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - Background" in the Circular.

"shareholders" means the holders of Common Shares.

"Special Committee" means the special committee of the Board of Directors.

"Stifel" means Stifel Nicolaus Canada Inc., financial advisor to the Special Committee.

"Stream Period" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition - The Amended Gold Purchase Agreement" in this Supplement.

"TSXV" means the TSX Venture Exchange.

"TSXV Policy 5.3" has the meaning given to such term in "Approval of the Mt. Hamilton Acquisition".

"Wexford" means Wexford Capital LP.

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SCHEDULE "B"
MT. HAMILTON ACQUISITION RESOLUTION

BE IT RESOLVED as an ordinary resolution of the disinterested shareholders of the Corporation that:

1. the Corporation is hereby authorized to undertake and complete the Mt. Hamilton Acquisition, including the grant of the Amended Gold Stream, on the terms and conditions set forth in the Amended Purchase Agreement and further described in the Circular, in accordance with TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets.

2. Notwithstanding the approval in paragraph 1 above, the board of directors of Mako (the "Board") is authorized, in its discretion and without further approval of shareholders, to (a) make such amendments, variations or changes to the Amended Purchase Agreement and any ancillary agreement as the Board may determine necessary or desirable and not materially adverse to Mako or its disinterested shareholders; or (b) terminate the Acquisition in accordance with the terms of the Amended Purchase Agreement.

3. Any one director or officer of the Corporation, for and on behalf of the Corporation, is hereby authorized to take all necessary steps and proceedings, and to execute, deliver and file any and all applications, declarations, documents and other instruments, and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to these resolutions, and all prior actions taken and expenses incurred by any one director or officer of the Corporation in connection with any of the actions authorized by the foregoing resolutions are hereby expressly ratified, confirmed, adopted and approved.

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SCHEDULE "C"
FAIRNESS OPINION

Stifel Nicolaus Canada Inc.
161 Bay Street, Suite 3800
Toronto, ON M5J 2S1
Tel: (416) 367-8600

February 9, 2026

The Special Committee of the Board of Directors of Mako Mining Corp.

838 West Hastings St.

Suite 700

Vancouver, BC V6C 0A6

To the Special Committee of the Board of Directors:

Stifel Nicolaus Canada Inc. ("Stifel", "we", "us" or "our") understands Mako Mining Corp. ("Mako" or the "Company") is proposing to enter into an amended and restated purchase and sale agreement, amending and restating the terms of the purchase and sale agreement dated November 26, 2025 (the "Amended Purchase Agreement") with Sailfish Royalty Corp. ("Sailfish") providing for, among other things, the acquisition through Mako US Corp. ("Mako US"), of the Mt. Hamilton Gold-Silver Project (the "Mt. Hamilton Project") located in White Pine County, Nevada, USA, through the acquisition of 100% of Mt. Hamilton LLC ("MH LLC"), the direct owner of the Mt. Hamilton Project (the "Proposed Transaction").

We understand that pursuant to the Amended Purchase Agreement:

a. On November 26, 2025, Sailfish transferred to Mako US 100% of the beneficial ownership of the membership interests in MH LLC and the exercise of operational control over the Mt. Hamilton Project, including responsibility for all obligations, liabilities, costs and expenses associated therewith, and will continue to hold registered legal title to such membership interests until closing of the Proposed Transaction. Until closing of the Proposed Transaction, Sailfish will act as nominee, agent and bare trustee for and on behalf of Mako US and will take all such action as directed by Mako US in respect of the registered legal ownership of the membership interests in MH LLC;

b. in connection with the Proposed Transaction, Mako has granted to Sailfish:

c. Mako will commence gold deliveries to Sailfish subject to and upon completion of the transfer of the registered legal ownership of MH LLC from Sailfish to Mako US under the terms of an amended and restated gold purchase agreement, amending and restating the gold purchase agreement dated November 26, 2025, governing the Initial Gold Stream and the Subsequent Gold Stream (the "Amended Gold Purchase Agreement");

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d. under the terms of the Amended Gold Purchase Agreement, the Initial Gold Stream will consist of a monthly delivery of refined gold for a period of 60 months following closing of the Proposed Transaction, whereby Mako will sell to Sailfish an amount of refined gold equal to 341.7 troy ounces per month, subject to adjustment to ensure that the amount of refined gold per month will not be (the "Adjustment Formula"): (i) less than the equivalent of US$738,000 (after deduction of the acquisition price paid by Sailfish to the Company in accordance with the Stream Gold Price (as hereinafter defined)), which is equivalent to US$2,700/oz refined gold; and (ii) more than the equivalent of US$1,011,333.33 (after deduction of the acquisition price paid by Sailfish to Mako in accordance with the Stream Gold Price), which is equivalent to US$3,700/oz refined gold, free and clear of any and all encumbrances. The amount of Payable Gold for each monthly delivery during the Initial Gold Stream shall be adjusted upward or downward based on the application of the Adjustment Formula. Following completion of the Initial Gold Stream, the Subsequent Gold Stream will commence, during which a monthly delivery of refined gold will be sold to Sailfish in an amount of refined gold equal to 100 troy ounces per month free and clear of any encumbrances and not subject to the Adjustment Formula. For each ounce of refined gold delivered (the "Payable Gold"), Sailfish shall pay to Mako 20% of the London p.m. fixed price for refined gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) on the date of delivery of such refined gold (the "Stream Gold Price");

e. it is proposed that the Consideration will be secured in favour of Sailfish by: (i) first-ranking charges on all present and after-acquired property of Mako pursuant to a British Columbia law governed general security agreement and a Nevada law governed share pledge agreement; (ii) a guarantee provided by Mako US; (iii) a guarantee provided by Mt. Hamilton LLC; (iv) first ranking charges and security interests in, to and over all present and after-acquired property of Mako US, governed by a British Columbia law governed security agreement; (v) first ranking charges and security interests in, to and over all present and after-acquired property of Mt. Hamilton LLC pursuant to a Nevada law governed security agreement; (vi) a security interest granted by Mt. Hamilton LLC in the Mt. Hamilton Project by way of deed of trust, assignment of leases, rents and contracts pursuant to a security agreement encumbering the Mt. Hamilton Project, financing statements and any related documents encumbering the personal property and fixtures associated with the Mt Hamilton Project;

f. in connection with entering into the Amended Purchase Agreement and the Amended Gold Purchase Agreement, the parties entered into an agreement acknowledging that the previous royalty agreement entered into contemplating a proposed 2% net smelter returns royalty on the Mt. Hamilton Project in favour of Sailfish never came into force or effect and agreeing to terminate such royalty agreement (the "Royalty Termination Agreement"); and

g. the completion of the Proposed Transaction will be conditional upon, among other things, the receipt of all required regulatory approvals (including the approval of the TSX Venture Exchange ("TSXV")), the approval of the Company's disinterested shareholders and the approval of Sailfish's disinterested shareholders and other customary closing conditions for a transaction of this nature.

Engagement of Stifel

Following discussions between the Company and Stifel commencing on August 20, 2025, by letter agreement dated September 10, 2025, (the "Engagement Agreement"), the Special Committee appointed by the Board of Directors of the Company (the "Special Committee") retained Stifel to act as its financial advisor in connection with the Proposed Transaction. Pursuant to the Engagement Agreement, the Special Committee has requested that we prepare and deliver our written opinion (the "Opinion") as to the fairness, from a financial point of view, of the Consideration to be offered by the Company to Sailfish pursuant to the Proposed Transaction. Pursuant to the Engagement Letter, on February 9, 2026, Stifel delivered to the Special Committee its opinion that the Consideration to be offered by the Company to Sailfish pursuant to the Proposed Transaction is fair, from a financial point of view, to the shareholders of the Company.

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Stifel will be paid a fixed fee for rendering the Opinion. The Company has also agreed to reimburse Stifel for its reasonable out-of-pocket expenses and to indemnify Stifel in respect of certain liabilities that might arise out of our engagement.

In the future, Stifel may, in the ordinary course of business, seek to perform financial advisory services or corporate finance services for Mako and its associates from time to time.

Credentials of Stifel

Stifel is a leading independent Canadian investment dealer focused on investment banking and institutional equities for corporate clients and institutional investors. As part of our investment banking activities, Stifel is regularly engaged in the valuation of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engages in market making, underwriting and secondary trading of securities in connection with a variety of transactions. Stifel is not in the business of providing auditing services and is not controlled by a financial institution. Stifel is a brand name of Stifel Nicolaus Canada Inc.

The Opinion expressed herein represents the opinion of Stifel and the form and content hereof have been approved for release by a group of professionals of Stifel, each of whom is experienced in merger, acquisition, divestiture, restructuring, valuation and fairness opinion matters.

Independence of Stifel

None of Stifel, its affiliates or associates, is an insider, associate or affiliate (as such terms are defined in the Securities Act (British Columbia)) of Mako, Sailfish, MH LLC or the Mt. Hamilton Project or any of their respective associates or affiliates (collectively, the "Interested Parties"). As of the date hereof, there are no understandings, agreements or commitments between Stifel and any Interested Parties with respect to any future business dealings, however, Stifel may in the future in the ordinary course of business seek to perform financial advisory services for any one or more of them from time to time. Stifel has been retained by the Special Committee to, among other things, provide the Opinion to the Special Committee in respect of the Proposed Transaction. Within the past 24 months, Stifel has acted as advisor to the Special Committee of Mako with respect to the Proposed Transaction and acted as sole bookrunner and co-lead underwriter with respect to Mako's C$40.25 million brokered offering of common shares which closed on October 28, 2025.

In the ordinary course of its business, Stifel acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have, today, or in the future, positions in the securities of Mako and/or Sailfish and, from time to time, may have executed or may execute transactions on behalf of Mako and/or Sailfish, or other clients for which it received or may receive compensation. In addition, as an investment dealer, Stifel conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including research with respect to Mako or Sailfish and/or their respective affiliates or associates.

Scope of Review

In connection with rendering our Opinion, we have reviewed and relied upon, among other things, the following:

i. a draft of the Amended Purchase Agreement;

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ii. a draft of the Amended Gold Purchase Agreement;

iii. a draft of the Royalty Termination Agreement;

iv. a draft dated November 24, 2024 of a Preliminary Economic Assessment study for the Mt. Hamilton Project prepared for a previous owner;

v. the NI 43-101 Technical Report on the Mt. Hamilton Project prepared for Mako, Sailfish and MH LLC with an effective date of November 10, 2025;

vi. the annual reports, including the comparative audited financial statements and management's discussion and analysis, of the Company for the fiscal year ended December 31, 2024;

vii. the annual reports, including the comparative audited financial statements and management's discussion and analysis, of Sailfish for the fiscal year ended December 31, 2024;

viii. the interim reports, including the comparative unaudited financial statements and management's discussion and analysis, of the Company for the three and nine months ended September 30, 2025;

ix. the interim reports, including the comparative unaudited financial statements and management's discussion and analysis, of Sailfish for the three and nine months ended September 30, 2025;

x. certain internal financial, operational, corporate and other information prepared or provided by the management of the Company, including internal operating and financial budgets and projections;

xi. selected public market trading statistics and relevant financial information of the Company and other selected public companies considered by us to be relevant;

xii. selected financial statistics and relevant financial information with respect to relevant precedent transactions;

xiii. selected relevant reports published by equity research analysts and industry sources regarding the Company, the precious metals industry and other public companies, to the extent deemed relevant by us;

xiv. certificates addressed to us, dated as of the date hereof, from two senior officers of the Company, as to the completeness and accuracy of the Information (as defined below); and

xv. such other information, analyses, investigations, and discussions as we considered necessary or appropriate in the circumstances.

In addition, we have participated in discussions with members of the senior management of the Company regarding its past and current business operations, financial condition and future prospects. We have also participated in discussions with Cassels Brock & Blackwell LLP, external Canadian legal counsel to the Company, concerning the Proposed Transaction, the Amended Purchase Agreement, the Amended Gold Purchase Agreement and related matters.

Assumptions and Limitations

Our Opinion is subject to the assumptions, qualifications and limitations set forth below.

We have not been asked to prepare and have not prepared a formal valuation or appraisal of any of the assets or securities of the Company, Sailfish, the Mt. Hamilton Project or any of their respective affiliates and our Opinion should not be construed as such, nor have we been requested to identify, solicit, consider or develop any potential alternatives to the Proposed Transaction.

With your permission, we have relied upon, and have assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Company or Sailfish or its affiliates or advisors or otherwise obtained by us pursuant to our engagement, and our Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to or attempted to verify independently the accuracy, completeness or fairness of presentation of any such information, data, advice, opinions and representations. We have not met separately with the independent auditors of the Company in connection with preparing this Opinion and with your permission, we have assumed the accuracy and fair presentation of, and relied upon, the Company's audited financial statements and the reports of the auditors thereon and the Company's interim unaudited financial statements.

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With respect to the historical financial data, operating and financial forecasts and budgets provided to us concerning the Company and the Mt. Hamilton Project and relied upon in our financial analyses, we have assumed that they have been reasonably prepared on bases reflecting the most reasonable assumptions, estimates and judgments of management of the Company, having regard to the business, plans, financial condition and prospects of the Company or the Mt. Hamilton Project, as applicable.

We have also assumed that all of the representations and warranties contained in the Amended Purchase Agreement are correct as of the date hereof and that the Proposed Transaction will be completed substantially in accordance with its terms and all applicable laws and that the management information circular, as supplemented, prepared by the Company will disclose all material facts relating to the Proposed Transaction and will satisfy all applicable legal requirements.

The Company has represented to us, in certificates of two senior officers of the Company dated the date hereof, among other things, that the information, data and other material (financial or otherwise) provided to us by or on behalf of the Company, including the written information and discussions concerning the Company and the Mt. Hamilton Project referred to above under the heading "Scope of Review" (collectively, the "Information"), are complete and correct at the date the Information was provided to us and that, since the date on which the Information was provided to us, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Mt. Hamilton Project, the Company or any of its affiliates and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the Opinion.

We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning the Proposed Transaction or the sufficiency of this letter for your purposes.

We have not been engaged to review the quality, quantity or mining economics of the Mt. Hamilton mineral reserves and resources or any of the assets included in the Amended Purchase Agreement from a technical, engineering or geological standpoint and, accordingly, express no view thereon.

Our Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company and the Mt. Hamilton Project as they are reflected in the Information and as they were represented to us in our discussions with management of the Company and its affiliates and advisors. In our analyses and in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business, markets and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction.

The Opinion is being provided to the Special Committee for exclusive use by the Special Committee and the Board of Directors only in considering the Proposed Transaction and may not be published, disclosed to any other person, relied upon by any other person, or used for any other purpose, without the prior written consent of Stifel. Our Opinion is not intended to be and does not constitute a recommendation to the Special Committee or the Board of Directors as to whether they should approve the Proposed Transaction or the entering into by the Corporation of the Amended Purchase Agreement, Amended Gold Purchase Agreement or the Royalty Termination Agreement, nor as a recommendation to any shareholder of the Company as to how to vote or act at any special meeting of the shareholders of the Company to be held to consider the Proposed Transaction, or as an opinion concerning the trading price or value of any securities of Mako following the announcement or completion of the Proposed Transaction.

C-5

Stifel believes that its financial analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to carry out such could lead to undue emphasis on any particular factor or analysis.

The Opinion is given as of the date hereof and, although we reserve the right to change or withdraw the Opinion if we learn that any of the information that we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, we disclaim any obligation to change or withdraw the Opinion, to advise any person of any change that may come to our attention or to update the Opinion after the date of this Opinion.

While, in the professional opinion of Stifel, the assumptions used in preparing the Opinion are reasonable in the current circumstances, some or all of these assumptions may prove to be incorrect.

This Opinion has been prepared in accordance with the disclosure standards for formal valuations and fairness opinions of the Canadian Investment Regulatory Organization ("CIRO"), but CIRO has not been involved in the preparation or review of this Opinion.

Should this Opinion be executed in any other language, the English version of this Opinion shall be controlling in all respects and any other version is provided solely as a translation. In the event of any inconsistency between the versions, the English version of this Opinion shall prevail.

Fairness Methodology

In support of this Opinion, Stifel has performed certain analyses on Mako and the Mt. Hamilton Project, based on those methodologies and assumptions that we considered appropriate in the circumstances for the purpose of providing this Opinion. In the context of this Opinion, we considered, among other things, the following methodologies:

i. Precedent transaction analysis

ii. Comparable multiple analysis

iii. Certain other qualitative factors

Precedent transaction multiple analysis:

The precedent transactions analysis considers transaction multiples paid in the context of the purchase or sale of a public company or assets. Stifel reviewed publicly available information in connection with 13 transactions involving the acquisition of metals and mining assets that Stifel considered relevant (the "Precedent Transactions Analysis"). Stifel considered the model price to net asset value ("P/NAV") and enterprise value to in-situ resources multiple ("EV/oz") to be the most relevant metrics for purposes of the Precedent Transactions Analysis.

Comparable multiple analysis:

Stifel considered the implied value of the Mt. Hamilton Project based on the application of trading multiples of selected publicly-traded gold development companies that we considered relevant (the "Comparable Companies Trading Analysis"). Stifel considered the model price to net asset value ("P/NAV") and enterprise value to in-situ resources multiple ("EV/oz") to be the most relevant metrics for purposes of the Comparable Companies Trading Analysis.

C-6

Certain other qualitative factors:

Stifel considered other qualitative factors with respect to the Proposed Transaction, including but not limited to the strategic fit of the Mt. Hamilton Project within Mako's asset portfolio and the capital markets profile of the combined company including liquidity, access to capital and future prospects. Stifel also considered the different risks Mako is currently exposed to which include but are not limited to exploration, development and financing risks.

Opinion

Based upon and subject to the foregoing and such other matters as we considered relevant, it is our opinion, as of the date hereof, that the Consideration to be offered by the Company to Sailfish pursuant to the Proposed Transaction is fair, from a financial point of view, to the shareholders of the Company.

Yours very truly,

C-7

AMENDED AND RESTATED GOLD PURCHASE AGREEMENT

THIS AGREEMENT is dated as of February 14, 2026 (the "Agreement").

BETWEEN:

MAKO MINING CORP., a corporation organized and subsisting under the laws of British Columbia as registration number C0808405

("Mako" or the "Seller")

AND:

SAILFISH ROYALTY CORP., a corporation organized and subsisting under the laws of the British Virgin Islands

("Sailfish")

WHEREAS

A. Sailfish and the Seller are parties to a purchase and sale agreement dated November 26, 2025 (the "Purchase and Sale Agreement") pursuant to which, the Seller indirectly through Mako US (as hereinafter defined) assumed 100% of the beneficial ownership of the outstanding membership interests of Mt. Hamilton LLC (the "MTLLC") and the exercise of operational control over the Mt. Hamilton property located in Nevada, USA ("Mt. Hamilton");

B. in connection with the Purchase and Sale Agreement, on November 26, 2025 the Seller and Sailfish entered into a Gold Purchase Agreement (the "Original Gold Purchase Agreement");

C. on the date hereof, Sailfish, the Seller and Mako US have amended and restated the Purchase and Sale Agreement (the "A&R Purchase and Sale Agreement"); and

D. the Seller and Sailfish wish to amend and restate certain terms and conditions of the Original Gold Purchase Agreement pursuant to which the Seller has agreed to deliver to Sailfish, and Sailfish has agreed to purchase and accept delivery from the Seller of, an amount of Refined Gold equal to the Payable Gold.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties mutually agree as follows:

1. Definitions.

In this Agreement, including in the recitals and preamble hereto, unless the subject matter or context otherwise requires, the following terms shall have the following meanings:

"A&R Purchase and Sale Agreement" has the meaning set forth in the recitals;

"A&R Purchase and Sale Agreement Closing Date" means the date Sailfish assigns and transfers 100% of the registered legal ownership of the Company Interests to the Seller through Mako US in accordance with the terms of the A&R Purchase and Sale Agreement;

"Accounting Principles" means, in relation to any Person at any time and as applicable:

(a) accounting principles generally accepted in Canada as recommended in the Handbook of the CPA Canada as in effect on the date hereof, applied on a basis consistent with the most recent audited financial statements of such Person and its consolidated subsidiaries (except for changes approved by the auditors of such Person); or

(b) international financial reporting standards, approved by the International Accounting Standards Board ("IASB") or any successor, adopted by such Person, as at the date on which any calculation or determination is required to be made, in accordance with the international financial reporting standards and, where the IASB includes a recommendation concerning the treatment of any accounting matter, such recommendation shall be regarded as the only international financial reporting standards;

"Adjustment Formula" has the meaning set forth in Section 2;

"Advanced Amount" has the meaning set forth in the recitals;

affiliate" means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person; and, for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" or "under common control with") means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of shares or other economic interests, the holding of voting rights or contractual rights or otherwise;

"Annual Report" means a written report, in relation to any calendar year, detailing:

(a) the number of ounces of gold produced from any Applicable Property and delivered to an Off-taker in the applicable calendar year, specifying the number of ounces of Refined Gold produced from any Applicable Property;

(b) the names and addresses of each Off-taker to which the Refined Gold referred to in subsection (a) was delivered;

(c) the number of ounces of Payable Gold which have resulted or which are estimated to result from the Refined Gold referred to in subsection (a);

(d) the number of ounces of Payable Gold which have been delivered to Sailfish with respect to the Refined Gold referred to in subsection (a), in accordance with the terms of this Agreement; and

(e) if necessary, a reconciliation between any provisional number of ounces of Payable Gold specified in an Annual Report for a preceding calendar year and the final number of ounces of Payable Gold for the applicable calendar year;

"Annual Report Dispute Notice" has the meaning set forth in paragraph 9(c)(i);

"Applicable Property" has the meaning set forth in paragraph 10(a);

"Arbitration Dispute Notice" has the meaning set forth in paragraph 20(c);

"Auditor's Report" has the meaning set forth in paragraph 9(c)(ii);

"Bullion Account" means such bullion account with a bank located in London, England as Sailfish shall direct in writing from time to time to which the Seller or Off-takers on behalf of the Seller, as the case may be, shall deliver Payable Gold to Sailfish, all in accordance with the provisions of paragraph 10(f);

"Business Day" means any day other than a Saturday or Sunday or a day on which banks are not open for business in any or all of Vancouver, British Columbia, Toronto, Ontario, London, England, Nevada, or New York;

"Closing Time" has the meaning set forth in section 4;

"Company Interests" has the meaning set forth in the A&R Purchase and Sale Agreement;

"Debt" means, with respect to any Person, all obligations that, in accordance with applicable Accounting Principles, would then be classified as a liability of such Person;

"Deductions" means any and all deductions, refining, reprocessing, processing, treatment and other charges (including location fees, swap fees, administration transfer fees, consulting fees and material return fees), penalties, adjustments, shipping expenses and/or expenses pertaining to and/or in respect of Refined Gold and charged by an Off-taker and/or charged in respect of delivery costs to Sailfish or charged to the Seller or its affiliates as and by way of royalty payments, as the case may be;

"Deed" has the meaning set forth in paragraph 23(a)(iv);

"Default Interest" means US Prime, plus 8% per annum;

"Delivery Date" has the meaning set forth in section 2;

"Delivery Dispute Notice" has the meaning set forth in paragraph 10(h);

"Demanding Party" has the meaning set forth in paragraph 20(c);

"Encumbrances" means any and all liens, charges, mortgages, encumbrances, pledges, security interests, royalties (including net smelter royalties), proxies and third-party rights or any other encumbrances of any nature whatsoever, whether registered or unregistered;

"Event of Default" has the meaning set forth in paragraph 12(b);

"General Security Agreement" has the meaning set forth in paragraph 23(a);

"Gold Equivalent Ounces" has the meaning set forth in paragraph 10(a);

"Insolvency Event" means, in relation to any Person, any one or more of the following events or circumstances:

(a) proceedings are commenced for the winding-up, liquidation or dissolution of such Person, unless it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within 30 days of the commencement of such proceedings;

(b) a decree or order of a court of competent jurisdiction is entered adjudging such Person to be bankrupt or insolvent, or a petition seeking judicial or out-of-court reorganization, arrangement or adjustment of or in respect of it is filed under applicable Laws relating to bankruptcy, insolvency or relief of debtors;

(c) such Person makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets; or

(d) a resolution is passed for the winding-up, liquidation or judicial or out-of-court reorganization, arrangement or adjustment of or in respect of such Person;

"Law" means any law (including common law and the laws of equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body;

"LBMA" means the London Bullion Market Association (or any successor association or body);

"Losses" means any and all damages (except indirect or consequential damages), claims, losses, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees);

"Lost Gold" has the meaning set forth in paragraph 11(d);

"Lot" means the applicable quantity of gold from any Applicable Property delivered to and accepted by the Off-taker that is separately sampled and assayed so that the Seller and the Off-taker can agree upon the content of Refined Gold and other metals therein, all as set forth in the applicable Off-take Agreement;

"Mako US" means Mako US Corp. a corporation incorporated and existing under the laws of Arizona;

"Mako US Guarantee" has the meaning set forth in paragraph 23(a)(ii);

"Mako US Security Agreement" has the meaning set forth in paragraph 23(a)(iv);

"Monthly Report" means a written report, in relation to a calendar month, detailing:

(a) the number of ounces of gold produced from any Applicable Property and delivered to an Off-taker in the applicable calendar month, specifying the number of ounces of Refined Gold produced from any Applicable Property;

(b) the names and addresses of each Off-taker to which the Refined Gold referred to in subsection (a) was delivered;

(c) the number of ounces of Payable Gold which have resulted or which are calculated or estimated to result from the production of Refined Gold referred to in subsection (a);

(d) the number of ounces of Payable Gold which have been delivered to Sailfish with respect to the Refined Gold referred to in subsection (a), in accordance with the terms of this Agreement; and

(e) a reconciliation between any provisional number of ounces of Payable Gold specified in a Monthly Report pursuant to subsection (c) for a preceding calendar month and the final number of ounces of Payable Gold for the applicable calendar month;

"Mt. Hamilton" has the meaning given to such term in the recitals to this Agreement and includes any renewal, amendment, modification, restatement, amendment and restatement and replacement of any of the same;

"MTLLC" means Mt. Hamilton LLC

"MTLLC Guarantee" has the meaning set forth in paragraph 23(a)(iii);

"MTLLC Security Agreement" has the meaning set forth in paragraph 23(a)(v);

"Official Body" means any government (including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority, bureau, regulatory or administrative authority, central bank, monetary authority, commission, department or instrumentality thereof, any registry of titles and/or deeds, any real estate or real property registry, the TSX Venture Exchange, the Toronto Stock Exchange or any other public securities exchange, or any court, tribunal, judicial entity, or arbitrator, whether foreign or domestic, having jurisdiction with respect to a specified Person, property, transaction, event or matter;

"Off-take Agreement" means any refining, smelting, marketing, sale and purchase and/or processing agreement entered into by Mako or its affiliates with respect to gold produced from any Applicable Property;

"Off-taker" means a counterparty to an Off-take Agreement;

"Off-taker Acknowledgement" has the meaning set forth in paragraph 10(f);

"Original Gold Purchase Agreement" has the meaning set forth in the recitals;

"Parties" means the Seller, Sailfish and any other Person party to this Agreement now or hereinafter and "Party" means any one of the Parties;

"Payable Gold" has the meaning set forth in section 2.

"Payable Gold Dispute" has the meaning set forth in paragraph 10(h);

"Paying Party" means a Party who is making a payment as contemplated hereunder, either in cash or Payable Gold, as the case may be;

"Permitted Encumbrances" means, in respect of any Person at any time, any of the following:

(a) any Encumbrance for Taxes not at the time due and delinquent or the validity or amount of which is being contested at the time by such Person in good faith by proper legal proceedings;

(b) construction, builder's, mechanic's, carrier's, warehousemen's, storage, repairer's and materialmen's liens and other statutory and possessory liens arising in the ordinary course of business not at the time due and delinquent or the validity or amount of which is being contested at the time by such Person in good faith by proper legal proceedings;

(c) easements, encroachments, rights of way, servitudes, restrictive covenants, reservations of undersurface rights, or other similar rights in land granted to or reserved by other Persons, rights of way for sewers, drains, electric lines, telegraph, telephone and telecommunications lines, railways and other similar purposes, or zoning or other restrictions as to the use of real properties, which easements, encroachments, rights of way, servitudes, restrictive covenants, reservations and other similar rights and restrictions do not materially impair the use of such real properties in the business of such Person;

(d) the right (so long as such right is not exercised) reserved to or vested in any Official Body by the terms of any lease, license, franchise, grant or permit acquired by such Person or by any statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or other periodic payments as a condition of the continuance thereof or to distrain or obtain a charge on any assets of such Person in the event of a failure to make such annual or periodic payments or to comply with the terms thereof;

(e) deposits to secure public or statutory obligations or in connection with any matter giving rise to an Encumbrance described in subsection (d) above;

(f) defects or irregularities in title which are of a minor nature and which in the aggregate do not, and are not reasonably likely to, impair the use of any assets affected thereby for the purposes for which such assets are held by such Person;

(g) good faith deposits or any agreement or arrangement pursuant to which such Person pledges cash to any insurer, guarantor, third party contractor, public utility or Official Body, in each case, made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than contracts of Debt), leases, surety, customs, performance bonds (relating to obligations that do not constitute Debt) and other similar obligations;

(h) the interests (including Encumbrances in the property leased and any insurance related thereto) of lessors under operating leases of personal property (that are not financial leases and do not create or evidence Debt);

(i) Encumbrances arising under this Agreement;

(j) Encumbrances that are "Permitted Encumbrances" under the terms of the A&R Purchase and Sale Agreement; 

(k) Royalites existing as of the date of this Agreement and lawfully registered against any Property; and

(l) Encumbrances agreed to in writing by Sailfish. 

"Person" means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, governments or any other type of organization, whether or not a legal entity;

"Property" means any property other than Mt. Hamilton in which the Seller, either directly or indirectly, holds an interest, whether now held or hereafter acquired;

"Purchase Amount" means $40,000,000;

"Purchase and Sale Agreement" has the meaning set forth in the recitals;

"Purchase Money Mortgage" means an Encumbrance created or incurred by a Person securing Debt incurred to finance the acquisition of property (including the costs of installation thereof), provided that:

(a) such Encumbrance is created substantially simultaneously with the acquisition of such property;

(b) such Encumbrance does not at any time encumber any property other than the property financed by such Debt;

(c) the amount of Debt secured thereby is not increased subsequent to such acquisition; and

(d) the principal amount of Debt secured by such Encumbrance at no time exceeds 100% of the original purchase price of such property and the cost of installation thereof,

and, for the purposes of this definition, the term "acquisition" includes a capital lease;

"Receiving Party" means a Party who is receiving a payment as contemplated hereunder, either in cash or Payable Gold, as the case may be;

"Refined Gold" means marketable metal bearing material in the form of gold that is refined to standards meeting or exceeding commercial standards for the sale of refined gold;

"Responding Party" has the meaning set forth in paragraph 20(c);

"Sailfish Audit" has the meaning set forth in paragraph 9(d);

"Sailfish Indemnified Parties" has the meaning set forth in paragraph 9(d);

"Sailfish Metal Account" means the Bullion Account or such other metal account of Sailfish with a bank located in London, England as specified by Sailfish from time to time;

"Security" has the meaning set forth in paragraph 5(d);

"Security Agreements" means the General Security Agreement, the MTLLC Guarantee, the Mako US Guarantee, the MTLLC Security Agreement, the Mako US Security Agreement and the Deed;

"Seller Collateral" has the meaning set forth in paragraph 23(a);

"Seller Letters" has the meaning set forth in paragraph 10(g);

"Seller Waybills" has the meaning set forth in paragraph 10(g);

"Standing Instruction" has the meaning set forth in paragraph 10(f);

"Standing Instruction Operation" has the meaning set forth in paragraph 10(f);

"Stream Gold Price" has the meaning set forth in section 2;

"subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a Subsidiary;

"Taxes" means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof as of the date hereof or at any time in the future together with interest thereon and penalties with respect thereto, if any, and any payments of principal, interest, charges, fees or other amounts made on or in respect thereof, and "Tax" shall be construed accordingly; 

"Term" has the meaning set forth in section 3;

"this Agreement", "herein", "hereof", "hereto" and "hereunder" and similar expressions mean and refer to this Agreement as supplemented or amended and not to any particular Article, section, subsection, paragraph, Schedule or other portion hereof; and the expressions "Article", "section", "subsection", "paragraph" and "Schedule" followed by a number or letter mean and refer to the specified Article, section, subsection, paragraph or Schedule of this Agreement;

"Transaction" means the purchase and sale of Payable Gold contemplated by this Agreement;

"Transfer" when used as a verb, means to sell, grant, assign, encumber, mortgage, charge, pledge or otherwise dispose of or commit to dispose of, directly or indirectly, including through mergers, consolidations or asset purchases.  When used as a noun, "Transfer" means a sale, grant, assignment, mortgage, charge, pledge or disposal or the commitment to do any of the foregoing, directly or indirectly, including through mergers, consolidations or asset purchases;

"Uncredited Balance" means (i) with respect to the initial 60 months of the Term, an amount equal to $1,011,333.33 multiplied by the remaining months of the initial 60 months of the Term, and (ii) with respect to the last 72 months of the Term, an amount expressed in US Dollars, as is equal to (A) the number of ounces of Payable Gold outstanding and undelivered with respect to the last 72 months of the Term at the date on which the Seller Event of Default occurs, multiplied by (B) for each ounce of Payable Gold, the London p.m. fixed price for Refined Gold in United States dollars, as determined by the LBMA on the date on which the Seller Event of Default occurs;

"US Dollars" and "$" each mean lawful money of the United States of America in same day immediately available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the day payment is due hereunder;

"US Prime" means the prime business rate of interest applicable to obligations outstanding in US Dollars as quoted from time to time by Bank of America (or its affiliates) or if the Bank of America (or its affiliates) shall no longer quote such a prime business rate of interest such other chartered bank in the United States of America as Sailfish may decide, acting reasonably; 

"Wexford" means Wexford Capital LP; and

"Wexford Transferee" has the meaning set forth in paragraph 18(a).

2. Agreement of Purchase and Sale.

(a) Subject to the terms and conditions of this Agreement, in consideration for the Purchase Amount which has been received by the Seller:

(i) during the initial 60 months of the Term, the Seller shall sell to Sailfish an amount of Refined Gold equal to 341.7 troy ounces per month, subject to adjustment to ensure that the amount of Refined Gold per month will not be (the "Adjustment Formula"): (i) less than the equivalent of $738,000 (after deduction of the acquisition price paid by Sailfish to the Seller in accordance with the Stream Gold Price), which is equivalent to $2,700/oz Refined Gold; and (ii) more than the equivalent of $1,011,333.33 (after deduction of the acquisition price paid by Sailfish to the Seller in accordance with the Stream Gold Price), which is equivalent to $3,700/oz Refined Gold (free and clear of any and all Encumbrances); and

(ii) during the last 72 months of the Term, the Seller shall sell to Sailfish an amount of Refined Gold equal to 100 troy ounces per month, not subject to the Adjustment Formula, free and clear of any and all Encumbrances,

(collectively, the "Payable Gold").

(b) For each ounce of Refined Gold, Sailfish shall pay to the Seller 20% of the London p.m. fixed price for Refined Gold in US dollars, as determined by the LBMA on the date of delivery of such Refined Gold (the "Stream Gold Price").

(c) The Seller's obligations under this Agreement shall be to sell and deliver the Payable Gold in a manner consistent with the terms of this Agreement. The Seller shall deliver the Payable Gold to the Sailfish Metal Account on the last Business Day of each calendar month (each, a "Delivery Date"), with the first Delivery Date of Payable Gold to occur on the last Business Day of the calendar month in which the A&R Purchase and Sale Agreement Closing Date occurs.  The amount of Payable Gold for each delivery per month shall be adjusted upward or downward based on the application of the Adjustment Formula.

3. Term.

The term of this Agreement shall commence on the A&R Purchase and Sale Agreement Closing Date and continue until the date that is 132 months after the A&R Purchase and Sale Agreement Closing Date (the "Term"). If the A&R Purchase and Sale Agreement Closing Date does not occur for any reason on or prior to the Outside Date (as such term is defined in the A&R Purchase and Sale Agreement), then this Agreement shall terminate and the parties hereto shall be released from all obligations hereunder.

4. Closing Date

The closing of the Transaction shall take place immediately following the A&R Purchase and Sale Agreement Closing Date (the "Closing Time") at the offices of DuMoulin Black LLP in Vancouver on the A&R Purchase and Sale Agreement Closing Date or at such other place, in such other manner as the Parties may mutually agree, provided that all of the conditions set out in sections 5 and 6 have been satisfied or waived in writing by the applicable Party.

5. Seller Closing Deliveries 

At the Closing Time, the Seller shall deliver or cause to be delivered to Sailfish:

(a) the Security Agreements duly executed by the Seller, Mako US and MTLLC and any other documents required in connection with the Security Agreements including, but not  limited to, the notarized Deed;

(b) evidence of the UCC-1 filing with the Secretary of State, including evidence that the Company Interests have opted into Article 8 of the UCC-1 and are "securities" within the meaning of the UCC-1; 

(c) certificates of good standing or status for the Seller, Mako US and any applicable affiliates;

(d) evidence, in form satisfactory to Sailfish, acting reasonably, that the Seller has made, or arranged for, all required consents, registrations, filings and recordings in all jurisdictions, and has done all such other acts and things as may be necessary or advisable to create, perfect and preserve the first-ranking charges and security interests granted by the Seller to and in favour of Sailfish in and to the collateral pursuant to the Security Agreements;

(e) share certificates representing all of the issued and outstanding share capital of Mako US and MTLLC as at the A&R Purchase and Sale Agreement Closing Date, along with an executed stock transfer power of attorney form in respect thereof;

(f) an executed certificate of a senior officer of the Seller, in form and substance satisfactory to Sailfish, acting reasonably, as to (i) the constating documents of the Seller, (ii) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and the Security Agreements, as applicable, (iii) the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements, as applicable, on behalf of the Seller; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sailfish may reasonably require;

(g) an executed certificate of a senior officer of Mako US, in form and substance satisfactory to Sailfish, acting reasonably, as to (i) the constating documents of  Mako US, (ii) the resolutions of the board of directors of Mako US authorizing the execution, delivery and performance of this Agreement and the Security Agreements, to which it is a party as applicable, (iii) the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements, as applicable; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sailfish may reasonably require;

(h) an executed certificate of a senior officer of MTLLC, in form and substance satisfactory to Sailfish, acting reasonably, as to (i) the constating documents of MTLLC, (ii) the resolutions of the board of directors of MTLLC authorizing the execution, delivery and performance of this Agreement and the Security Agreements, to which it is a party as applicable, (iii) the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements, as applicable; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sailfish may reasonably require;

(i) an executed certificate of a senior officer of the Seller dated the A&R Purchase and Sale Agreement Closing Date, representing and certifying that the representations and warranties of the Seller contained in this Agreement are true and correct at the Closing Time;

(j) favourable opinions, from Canadian counsel and Nevada counsel in form and substance satisfactory to Sailfish, acting reasonably, from external legal counsel to the Seller, Mako US and MTLLC subject to reasonable assumptions and qualifications as to all corporate power and authority; receipt of all approvals; due execution and delivery; no conflict; enforceability; and perfection of the security interests created by the Security Agreements. For clarity, a title opinion with respect to any Property shall not be required;

(k) confirmation that the Parties have received all authorizations required in connection with the transactions contemplated by this Agreement, if any;

(l) confirmation that no default under this Agreement or the Security Agreements has occurred or is continuing;

(m) confirmation that the Seller, Mako US and MTLLC are in compliance with, and shall not be in breach of, this Agreement and the Security Agreements to which it is a party.

6. Sailfish Closing Deliveries

At or before the Closing Time, Sailfish shall deliver or cause to be delivered to the Seller an executed certificate of a senior officer of Sailfish dated the A&R Purchase and Sale Agreement Closing Date, representing and certifying that the representations and warranties of Sailfish contained in this Agreement are true and correct at the Closing Time.

7. Covenants of the Seller.

The Seller covenants and agrees to and in favour of Sailfish as follows and acknowledges and agrees that Sailfish is relying on such covenants in executing and delivering this Agreement:

(a) a duly authorized officer of the Seller shall execute and deliver all documents and notices required to be delivered pursuant to the terms of this Agreement;

(b) the Seller shall comply in all material respects with the provisions of all applicable Laws in connection with this Agreement and the Security Agreements to which it is a party;

(c) the Seller shall ensure that all Payable Gold delivered to Sailfish pursuant to the terms of this Agreement will be free and clear of all Encumbrances except those Encumbrances created by through or under Sailfish; and

(d) the Seller shall not contest in any manner the effectiveness, validity, binding nature or enforceability of this Agreement.

8. Taxes

(a) Each Party shall pay all Taxes which arise from any payment or delivery made or received by it hereunder, including, but not limited to, any withholding Taxes required under applicable Law, or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Security Agreements.  For the avoidance of doubt, any and all payments made by (or on account of any obligation of) a Paying Party under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes; provided that if the Paying Party shall be required by applicable Law to deduct or withhold any Taxes from such payments, then:

(i) the sum payable shall be increased as necessary so that, after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this subsection 8(a)), the Receiving Party receives an amount equal to the sum it would have received had no such deduction or withholding been made;

(ii) the Paying Party shall make such deduction or withholding; and

(iii) the Paying Party shall pay to the relevant taxing authority or Official Body in accordance with applicable Law the full amount deducted or withheld.

Further, the Paying Party shall not transfer, whether directly or indirectly, to the Receiving Party the economic burden of any Taxes paid or due by them, including, but not limited to, Taxes withheld at source.

(b) If a Party fails to pay to the relevant Official Body when due any Taxes owing by it in accordance with paragraph 8(a), then the failing Party shall indemnify and save harmless the other Party for the full amount of any such Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this subsection) paid by the other Party and any liability (including penalties, interest and reasonable expenses) arising from such failure or with respect thereto, whether or not such Taxes were correctly or legally asserted.  Payment under this indemnity shall be made within 30 days from the date the non failing Party makes written demand therefor.  A certificate as to the amount of such Taxes paid by the non failing Party submitted by the non failing Party to the failing Party shall be conclusive evidence, absent manifest error, of the amount thereof.

9. Monthly and Annual Reports.

(a) During the Term, upon the reasonable request of Sailfish, the Seller shall deliver to Sailfish a Monthly Report on or before the seventh (7th) Business Day after the last day of the applicable calendar month or as otherwise agreed to be Sailfish and the Seller.

(b) During the Term, upon the reasonable request of Sailfish, the Seller shall deliver to Sailfish an Annual Report, on or before the date that is 30 days after the last day of the applicable calendar year or as otherwise agreed to be Sailfish and the Seller.

(c) Sailfish shall have the right to dispute an Annual Report in accordance with the provisions of this section 9.  If Sailfish disputes an Annual Report:

(i) Sailfish shall notify the Seller in writing within 30 days from the date of delivery of the applicable Annual Report that it disputes the accuracy of that Annual Report (or any part thereof) (the "Annual Report Dispute Notice");

(ii) Sailfish and the Seller shall have 30 days from the date the Annual Report Dispute Notice is delivered by Sailfish to resolve the dispute.  If Sailfish and the Seller have not resolved the dispute within the 30-day period, Sailfish shall have the right to require the Seller to deliver a report prepared by an auditor with respect to the dispute in question (the "Auditor's Report");

(iii) if the Auditor's Report concludes that the actual number of ounces of Payable Gold varies by five (5) per cent or less from the number of ounces of Payable Gold set out in the Annual Report, then the cost of the Auditor's Report shall be for the account of Sailfish;

(iv) if the Auditor's Report concludes that the number of ounces of Payable Gold varies by more than five (5) per cent from the number of ounces of Payable Gold set out in the Annual Report, then the cost of the Auditor's Report shall be for the account of the Seller; and

(v) if either Sailfish or the Seller dispute the Auditor's Report and such dispute is not resolved between the Parties within ten (10) days after the date of delivery of the Auditor's Report, then such dispute shall be resolved by the dispute mechanism procedures set forth in section 20.

(d) If the Seller does not deliver a Monthly Report or an Annual Report as required pursuant to this section, Sailfish shall have the right to perform or to cause its representatives or agents to perform, at the cost and expense of the Seller, an audit of the Seller's books and records relevant to the production and delivery of Payable Gold produced or acquired during the calendar month, calendar quarter, or calendar year in question (the "Sailfish Audit").  The Seller shall grant Sailfish or its representatives or agents access to all such books and records on a timely basis.  In order to exercise this right, Sailfish must provide not less than seven (7) days' written notice to the Seller of its intention to conduct the Sailfish Audit.  If within seven (7) days of receipt of such notice, the Seller delivers the applicable Monthly Report or Annual Report, as the case may be, then Sailfish shall have no right to perform the Sailfish Audit.  If the Seller delivers the applicable Monthly Report or Annual Report, as the case may be, before the delivery of the Sailfish Audit, the applicable Monthly Report or Annual Report, as the case may be, shall be taken as final and conclusive, subject to the rights of Sailfish as set forth in subsection 9(c).  Otherwise, absent any manifest or gross error in the Sailfish Audit, the Sailfish Audit shall be final and conclusive and the Seller shall not have the right to dispute its findings.

10. Delivery of Gold, Payments and Documentation in respect of Off-take.

(a) The Seller shall have the right to satisfy its obligations in respect of the delivery of all or a portion of the Payable Gold through the delivery of Refined Gold from (i) any Property (each such Property, an "Applicable Property"); and (ii) a source other than a Property (but not Mt. Hamilton), including by delivery of any LBMA gold delivery bars in the relevant quantity ("Gold Equivalent Ounces") to the Sailfish Metal Account.

(b) The Seller shall use commercially reasonable efforts to ensure that all Payable Gold derived from any Applicable Property is processed in a prompt and efficient manner.  The Seller shall notify Sailfish in writing that a Lot is being delivered to an Off-taker at least one (1) Business Day before the Lot leaves an Applicable Property.  The Seller shall promptly deliver to Sailfish once available and/or prepared, copies of all documents, certificates and instruments pertaining to each Lot, including without limitation, all invoices, credit notes, bills of lading, certificates indicating the Seller's provisional shipped moisture content and provisional shipped assays and any and all documentation prepared or produced by the Off-taker in respect of the Refined Gold, including without limitation, all analyses and assays.

(c) All Off-take Agreements maintained or entered into by the Seller shall be on arm's length commercial terms consistent with ordinary industry practices in the United States with respect to the payable adjustment factor and shall be on terms which permit compliance with the other requirements of this Section 10, including without limitation, the issuance and compliance with Standing Instructions.

(d) All Deductions relating to each Lot shall be borne by the Seller.

(e) All deliveries of Payable Gold shall be made free and clear of any and all withholdings or deductions for, or on account of any present or future Taxes imposed or levied on such delivery by or on behalf of any Official Body having power and jurisdiction to tax and for which the Seller or any of its subsidiaries is required in law to withhold or deduct and remit to such Official Body.

(f) The Seller acknowledges and agrees that it will provide an irrevocable (for the duration of the Term only)  standing instruction (the "Standing Instruction") to each Off-taker, in form and content acceptable to Sailfish, acting reasonably, to deliver the Payable Gold to the Sailfish Metal Account, as agent for and on behalf of the Seller (the "Standing Instruction Operation").  Subject to section 13, the Seller shall use its reasonable commercial efforts to procure from each Off-taker an acknowledgement to Sailfish (the "Off-taker Acknowledgement") that such Off-taker shall at all times act in accordance with the Standing Instruction in form and content acceptable to Sailfish, acting reasonably.  The Seller shall deliver to Sailfish a copy of the Standing Instruction as and when the same is delivered to each Off-taker as well as a copy of the Off-taker Acknowledgement as and when it shall be in receipt of the same.  At the request of the Seller and in lieu of an Off-taker Acknowledgement, Sailfish will enter into a tripartite agreement with any Off-taker with respect to deliveries of gold for processing and sale, on terms consistent with the Standing Instruction and the foregoing requirements for Off-taker Acknowledgements, provided that such agreement recognizes Sailfish's right to receive the Payable Gold prior to any other sale or other disposition of such gold.

(g) The Seller shall issue waybills (the "Seller Waybills") to each Off-taker for the processing and sale of gold by such Off-taker (as export agent of the Seller).  The Seller shall issue a letter to the Off-taker concurrently with the delivery of each Seller Waybill reiterating the directions set out in the Standing Instruction in respect of the Lot(s) to which each such Seller Waybill pertains (the "Seller Letters").  The Seller Waybills shall relate to the gold content thereof with respect to each Lot and shall contain all Deductions for and in respect of any and all Refined Gold pertaining to the Refined Gold contained in each Lot to which each Seller Waybill relates.

(h) Sailfish shall have the right by written notice (the "Delivery Dispute Notice") to the Seller to dispute (a "Payable Gold Dispute") the amount of the Payable Gold delivered to the Sailfish Metal Account, as being less than the amount to which it is entitled, based on the obligations set out pursuant to this Agreement, the Monthly Report and/or the Seller Waybills.  The Delivery Dispute Notice shall include a certification of a senior officer of Sailfish stating among other things, the number of ounces of Payable Gold delivered to the Sailfish Metal Account. If Sailfish and the Seller are unable to resolve any dispute with respect thereto, either Party shall have the right to elect to have the matter settled in accordance with the dispute resolution procedures set forth in section 20.  Default Interest shall accrue daily on the undelivered amount of Payable Gold from and including the date delivery was due to and excluding the date Sailfish receives the disputed Payable Gold to which it is entitled, and shall be payable monthly in arrears.

(i) The Seller hereby agrees to indemnify Sailfish and its directors, officers and employees harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of this section 10.

(j) Sailfish hereby agrees to indemnify the Seller and its officers and employees (but without duplication) harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of this section 10.

(k) For avoidance of doubt, and not withstanding any other provision of this Agreement, in addition to the right to satisfy the obligation to deliver that number of ounces of Payable Gold through Gold Equivalent Ounces, nothing herein shall require the Seller to satisfy the obligation to deliver Payable Gold by delivering physical Payable Gold produced from a Property and the Seller may satisfy any such obligation by purchasing Refined Gold credits, provided that any Refined Gold credits are delivered to Sailfish directly by the Seller or through an unallocated account.

11. Title, Risk of Loss and Insurance.

(a) Title to all Payable Gold contained in each Lot shall pass from the Seller to Sailfish immediately upon the delivery of the Payable Gold from the Seller or the Off-taker (for and on behalf of the Seller) to the Sailfish Metal Account.

(b) Risk of loss or damage to all Refined Gold contained in each Lot shall at all times remain with the Seller until risk of loss or damage with respect to such Lot passes to the applicable Off-taker in accordance with the terms of the Off-take Agreement to which such Off-taker is a party.

(c) Insurance in respect of each Lot shall be covered by and shall be the responsibility of the Seller up to and until the time that risk of loss or damage with respect to each such Lot passes to the applicable Off-taker in accordance with the terms of the applicable Off-take Agreement.  The Seller shall acquire and maintain adequate insurance for and in respect of each Lot in accordance with the terms of the Off-take Agreements (and normal industry standards and practice in the applicable jurisdiction) during the Term and the Seller shall deliver proof of such insurance to Sailfish (including insurance obtained by each Off-taker) upon the written request of Sailfish.  Insurance in respect of each Lot shall be covered by and shall be the responsibility of the applicable Off-taker at the time that risk of loss or damage passes to such Off-taker.

(d) In the event of a partial or total loss of a shipment of Payable Gold before title to Payable Gold has passed from the Seller to Sailfish, the Seller shall deliver to Sailfish, in care of the Sailfish Metal Account, such number of ounces of Refined Gold (the "Lost Gold") equal to the Payable Gold contained in the Lot which was lost, without set off, deduction or defalcation, within 30 days of the date that the Lost Gold would have been delivered to the Sailfish Metal Account in the ordinary course.  Final settlements received by the Seller from an Off-taker with respect to the Lost Gold shall be used for the purposes of such calculation provided that if no such settlements have been received, the Seller Waybills shall be used for the purposes of such calculation.  The Seller, at its option, may make arrangements to satisfy the obligation to deliver Lost Gold from the Seller's retained Refined Gold production or via the acquisition of Gold from an affiliate or third Persons or via Gold Equivalent Ounces.  If there shall be a dispute with respect to this section which Sailfish and the Seller are unable to resolve, either Party shall have the right to elect to have the matter settled in accordance with the dispute resolution procedures set forth in section 20.

12. Events of Default and Early Termination.

(a) This Agreement will terminate:

(i) at any time by mutual written consent of the Parties; or

(ii) automatically:

(1) if the A&R Purchase and Sale Agreement is terminated pursuant to section 7.1 thereof;

(2) at the end of the Term as contemplated in Section 3.

(b) The occurrence of any one or more of the following events or conditions shall constitute an "Event of Default" under this Agreement:

(i) the Seller fails to deliver any amount of Payable Gold or Gold Equivalent Ounces on a Delivery Date and such failure remains unremedied for 3 Business Days;

(ii) any of the representations or warranties of the Seller in this Agreement shall prove to have been incorrect or misleading in any material respect on and as of the date made or, if capable of rectification, the facts or circumstances which make such representation or warranty incorrect or misleading are not rectified and the representation or warranty remains incorrect or misleading more than 30 days after Sailfish becomes aware of any such breach;

(iii) the Seller defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement and, if such default is capable of rectification, the same is not rectified to the reasonable satisfaction of Sailfish within 30 days after Sailfish becomes aware of any such breach;

(iv) an Insolvency Event occurs with respect to the Seller, Mako US or MTLLC;

(v) the Seller or any of its subsidiaries is in default of the provisions of subsection 7(b); and

(vi) this Agreement or the Security Agreements shall cease to be valid and binding or to have the priority they were intended to have.

(c) Without prejudice to any other right or remedy Sailfish may have pursuant to the other provisions of this Agreement, under applicable Laws, at common law in equity or otherwise, if an Event of Default as set forth in subsection 12(b) occurs and is continuing, Sailfish shall have the right, to exercise any and all remedies available to it, including but not limited to:

(i) upon written notice to the Seller, at its option, to demand:

(1) immediate delivery by the Seller to Sailfish of ounces of Refined Gold equal to (i) the net equivalent of $1,011,333.33 per month for the remainder of the initial 60 months of the Term at the simple average of the Stream Gold Price in the month during which the Event of Default occurred; and (ii) 100 troy ounces per month for the remainder of the last 72 months of the Term. Upon demand from Sailfish, the Seller shall promptly deliver the Refined Gold to Sailfish; or

(2) payment of the Uncredited Balance (together with Default Interest from the date of such Event of Default until payment in full of such Uncredited Balance) .Upon demand from Sailfish, which demand shall include a calculation of the Uncredited Balance, the Seller shall promptly pay the Uncredited Balance, together with accrued Default Interest, in cash by wire transfer in immediately available funds to a bank account designated by Sailfish;

(ii) enforcement of the Security Agreements; and

(iii) terminate this Agreement.

(d) Notwithstanding the occurrence of any of the Events of Default set forth in paragraph 12(b), Sailfish may, in its sole and unfettered discretion, waive any such Event of Default, however any such waiver will be effective only in the specific instance for the specific purpose for which it was given and will not be deemed to be a waiver of any other rights and remedies of Sailfish under this Agreement.

(e) The Parties hereby acknowledge that: (i) Sailfish will be damaged by an Event of Default; and (ii) any sums payable or retainable pursuant to this section 12 are in the nature of liquidated damages, are a genuine pre-estimate of such damages and not a penalty, and are fair and reasonable.

13. Off-take Agreements.

(a) Each Off-take Agreement to be entered into by the Seller shall be on arm's length commercial terms, consistent with normal industry standards and practice.  The Seller shall not enter into any Off-take Agreement nor amend or modify any Off-take Agreement if the terms and conditions of any such Off-take Agreement pertaining to the sale and purchase of Refined Gold would disadvantage Sailfish.  Any new, amended or modified Off-take Agreement shall not be in derogation of the Standing Instructions and the Seller shall procure that the Off-taker execute and deliver to Sailfish within three (3) Business Days of the execution and delivery of any such Off-take Agreement, an Off-taker Acknowledgement.

(b) The Seller hereby agrees to indemnify and hold Sailfish and its directors, officers and employees harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of this section.  This paragraph 13(b) shall survive the termination of this Agreement but shall not survive for more than 12 months after expiry of the Term by reason of the full delivery of Payable Gold during a period of 132 months from and after the A&R Purchase and Sale Agreement Closing.

14. Books; Records; Inspections.

Subject to the confidentiality provisions of this Agreement and in addition to the provisions of paragraph 9(d), Sailfish and its authorized representatives shall be entitled to perform audits or other reviews and examinations of the books and records of the Seller relevant to the delivery of Payable Gold pursuant to this Agreement to confirm compliance by the Seller with the terms of this Agreement. Sailfish shall diligently complete any audit or other examination permitted hereunder.  For greater certainty and without limitation, Sailfish shall have access to all documents provided by the Off-taker to the Seller or by the Seller to an Off-taker, as contemplated under the Off-take Agreements or which otherwise relate to the Payable Gold vis a vis the Off-taker and that are, in any manner, relevant to the calculation of Payable Gold or the delivery and credit in respect thereof, in each instance.  The expenses of any audit or other examination permitted in this section shall be paid by Sailfish, unless the results of such audit or other examination permitted in this section, disclose a discrepancy in calculations made by the Seller of equal to or greater than five (5) percent, in which event the reasonable costs of such audit or other examination shall be paid by the Seller.  The Seller shall contemporaneously furnish to Sailfish copies of all reports provided by the Seller to the relevant Official Bodies in accordance with applicable Law.

15. Conduct of Mining Operations, etc.

Sailfish has no contractual rights relating to the development or operation of any of the Seller's operations or any Property or Mt. Hamilton and Sailfish shall not be required to contribute to any capital or expenditures in respect of any of the Seller's operations or any Property or Mt. Hamilton. 

16. Intentionally deleted.

17. Intentionally deleted.

18. Transfer Rights of Sailfish.

Sailfish shall have the right to Transfer, in whole or in part, its rights and obligations under this Agreement and the Security Agreements, as applicable, as follows:

(a) to Wexford or any of its Affiliates, and to any of their respective successors, transferees or assignees (collectively, the "Wexford Transferees"), in each case without the requirement for any consent, approval, notification or other condition, and without any requirement that any Wexford Transferee enter into a separate agreement with the Seller; provided that, upon and by virtue of any such Transfer, the applicable Wexford Transferee shall be deemed to have assumed and to be bound by the terms of the foregoing to the extent of the interests so transferred, and Sailfish shall be automatically and irrevocably released from its obligations under this Agreement to the extent of such transferred interests; or

(b) to any other purchaser, transferee or assignee who agrees in writing to and with the Seller, in form and content satisfactory to the Seller, acting reasonably, to be bound by the terms of the foregoing, upon the provision of ten (10) Business Days' prior written notice to the Seller, whereupon Sailfish shall be released from its obligations under this Agreement.

For the avoidance of doubt, Transfers under clause (a) may be made from time to time, in one or more transactions, and in each case without restriction, condition or Seller consent.

19. Confidentiality.

(a) Subject to paragraph 19(b), neither Sailfish nor the Seller shall, without the express written consent of the other Party (which consent shall not be unreasonably withheld or delayed), disclose any non-public information in respect of the terms of this Agreement or otherwise received under or in conjunction with this Agreement other than to its affiliates or its and its affiliates' respective employees, agents, bankers and/or consultants, prospective transferees, investors and/or requisite regulatory authorities in connection with the procurement of consents and approvals contemplated hereunder.  Neither Party shall issue any press releases or otherwise make public announcements concerning the terms of this Agreement without the consent of the other Party after, to the extent practicable, the other Party has first reviewed the terms of such press release (which consent shall not be unreasonably withheld or delayed), and each Party shall have the right to consent to any use of its name (or the name of any of its affiliates) in any public announcement.  Each Party agrees to reveal such information only to its affiliates or its and its affiliates' respective employees, agents, bankers,  consultants, prospective transferees, financiers, investors and/or requisite regulatory authorities who need to know, who are informed of the confidential nature of the information and who agree to be bound by the terms of this section 19 or are subject to confidentiality obligations substantially the same as those set out in this section 19.  In addition, neither Party shall use any such information for its own use or benefit except for the purpose of enforcing its rights under this Agreement.

(b) Notwithstanding the foregoing:

(i) each Party or its Affiliates shall be entitled to file a copy of this Agreement (including any amendments) under its profile on SEDAR+ (subject to such redactions as may be mutually agreed to by the Parties); and

(ii) each Party may disclose information obtained under this Agreement if it or its Affiliate is required to do so for compliance with applicable Laws, rules, regulations or orders of any Official Body or stock exchange having jurisdiction over such Party or its applicable Affiliate or to allow a current or potential bona fide provider of finance or prospective transferee to conduct due diligence.

20. Arbitration.

(a) In the event of a dispute in relation to this Agreement, including without limitation, the existence, validity, performance, breach or termination thereof or any matter arising therefrom, including whether any matter is subject to arbitration, the Parties agree to negotiate diligently and in good faith in an attempt to resolve such dispute.

(b) Failing resolution satisfactory to either Party, either Party may request that the dispute be resolved by binding arbitration, conducted in English, in Vancouver, Canada.  The Arbitration Act (British Columbia), as may be amended from time to time, shall apply to such proceedings.

(c) To demand arbitration, either Party (the "Demanding Party") shall give written notice (the "Arbitration Dispute Notice") to the other Party (the "Responding Party"), which Arbitration Dispute Notice shall toll the running of any applicable limitations of actions by law or under this Agreement.  The Arbitration Dispute Notice shall specify the nature of the allegation and issues in dispute, the amount or value involved (if applicable) and the remedy requested.  Within 30 Business Days of receipt of the Arbitration Dispute Notice, the Responding Party shall answer the demand in writing, responding to the allegations and issues that are disputed.

(d) The Demanding Party and the Responding Party shall each select one qualified arbitrator within ten (10) Business Days of the Responding Party's answer.  Each of the arbitrators shall be a disinterested person qualified by experience to hear and determine the issues to be arbitrated.  The arbitrators so chosen shall select a neutral arbitrator within ten (10) Business Days of their selection.

(e) No later than 15 Business Days after hearing the representations and evidence of the Parties, the arbitrators shall make their majority determination in writing and shall deliver one copy to each of the Parties.  The written decision of the arbitrators shall be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration.  There shall be no appeal from the determination of the arbitrators to any court.  The decision rendered by the arbitrators may be entered into any court for enforcement purposes.

(f) The arbitrators may determine all questions of law and jurisdiction (including questions as to whether or not a dispute is arbitratable) and all matters of procedure relating to the arbitration.

(g) The arbitrators shall have the right to grant legal and equitable relief and to award costs (including legal fees and the costs of arbitration) and interest.  The costs of any arbitration shall be borne by the Parties in the manner specified by the arbitrators in their majority determination.  The arbitrators may make an interim order, including injunctive relief and other provisional, protective or conservatory measures, as well as orders seeking assistance from a court in taking or compelling evidence or preserving and producing documents regarding the subject matter of the dispute.

(h) All papers, notices or process pertaining to an arbitration hereunder may be served on a Party as provided in this Agreement.

(i) The Parties agree to treat as confidential information, in accordance with the provisions of section 19, the following: the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the arbitration; reports, summaries, witness statements and other documents prepared in respect of the arbitration; documents exchanged for the purposes of the arbitration; and the contents of any award or ruling made in respect of the arbitration.  Notwithstanding the foregoing part of this section, a Party may disclose such confidential information in judicial proceedings to enforce, nullify, modify or correct an award or ruling and as permitted under section 19.

21. Representations and Warranties of Sailfish.

Sailfish, acknowledging that the Seller is entering into this Agreement in reliance thereon, hereby represents and warrants to the Seller as follows:

(a) Sailfish is a corporation duly and validly existing under the laws of its governing jurisdiction.

(b) Sailfish has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.  Sailfish has received all requisite board approvals with respect to the execution and delivery of this Agreement.

(c) This Agreement has been duly and validly executed and delivered by Sailfish and constitutes a legal, valid and binding obligation of Sailfish enforceable against Sailfish in accordance with its terms.

(d) Sailfish has not made an assignment for the benefit of creditors, nor is Sailfish the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of the properties or business of Sailfish and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and Sailfish is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any of the foregoing.

22. Representations and Warranties of the Seller.

The Seller acknowledges that Sailfish is entering into this Agreement in reliance thereon, hereby represents and warrants to Sailfish as follows:

(a) The Seller is a corporation or limited liability company, as the case may be, duly and validly existing under the laws of its governing jurisdiction and the Seller is up to date in respect of all filings required by law or by any Official Body.

(b) The Seller has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.  The Seller has received all requisite board approvals with respect to the execution and delivery of this Agreement.

(c) This Agreement has been duly and validly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

(d) No Insolvency Event has occurred with respect to the Seller and the Seller is not aware of any circumstance which, with notice or the passage of time, or both, would give rise to any such event.

(e) The  Seller has and will deliver to Sailfish an undivided 100% legal and beneficial good, valid, marketable and exclusive ownership title in and to, and actual and exclusive possession of Payable Gold free and clear of any and all Encumbrances.

23. Security, etc.

(a) Concurrently with the Closing,

(i) the Seller shall grant as security for its obligations under this Agreement, to and in favour of Sailfish, first ranking charges and security interests, subject only to Permitted Encumbrances, in, to and over all present and after-acquired property of the Seller (the "Seller Collateral"), pursuant to a British Columbia law governed general security agreement and a Nevada law governed share pledge agreement (together, the "General Security Agreement").

(ii) the Seller shall cause Mako US to execute and deliver a guarantee in favour of Sailfish (the "Mako US Guarantee");

(iii) the Seller shall cause MTLLC to execute and deliver a guarantee in favour of Sailfish (the "MTLLC Guarantee");

(iv) the Seller shall cause Mako US to grant, as security for its obligations under the Mako US Guarantee, to and in favour of Sailfish, first ranking charges and security interests in, to and over all present and after-acquired property of Mako US, pursuant to a British Columbia law governed security agreement (the "Mako US Security Agreement");

(v) the Seller shall cause MTLLC to grant, as security for its obligations under the MTLLC Guarantee, to and in favour of Sailfish, first ranking charges and security interests in, to and over all present and after-acquired property of MTLLC, pursuant to a Nevada law governed security agreement (the "MTLLC Security Agreement"); and

(vi) the Seller shall cause MTLLC to grant a security interest in Mt. Hamilton and execute and deliver a deed of trust, assignment of leases, rents and contracts, security agreement encumbering Mt. Hamilton, financing statements and any related documentation encumbering the personal property and fixtures associated with Mt. Hamilton (collectively, the "Deed").

(b) The Seller shall cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as Sailfish may from time to time reasonably require to obtain, perfect, maintain and preserve the Security and shall comply in all material respects with the provisions of all applicable Laws in connection with the Security Agreements to which it is a party; and

(c) The Seller shall not contest in any manner the effectiveness, validity, binding nature or enforceability of the Security Agreements.

24. Costs and Expenses.

Unless otherwise expressly provided in this Agreement, all out-of-pocket costs and expenses incurred by the Parties in connection with the Transaction, this Agreement and the Security Agreements shall be borne and paid by the Parties themselves.

25. Indemnity of Sailfish.

Sailfish shall indemnify and save the Seller (without duplication) and its directors, officers, employees and agents, harmless from and against any and all actual Losses suffered or incurred by them that arise out of or relate to any failure of Sailfish to timely and fully perform or cause to be performed all of the covenants and obligations to be observed or performed by Sailfish pursuant to this Agreement.

26. Indemnity of the Seller.

The Seller shall indemnify and save Sailfish and its directors, officers, employees and agents (the "Sailfish Indemnified Parties" and each a "Sailfish Indemnified Party") harmless from and against any and all actual Losses suffered or incurred by them, that arise out of or relate to any failure of the Seller to timely and fully perform or cause to be performed all of the covenants and obligations to be observed or performed by the Seller pursuant to this Agreement including, without limitation, any and all Losses suffered or incurred by the Sailfish Indemnified Parties in connection or relating to an Event of Default.

27. General Provisions.

(a) Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effectuate the Transaction in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

(b) Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership or other partnership relationship between the Seller as one Party and Sailfish as a second Party.

(c) This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein, provided that matters relating to real property, title or mining laws in respect of Mt. Hamilton, Mako US or MTLLC shall be governed by the laws of the State of Nevada. In the event of litigation arising from this Agreement in the State of Nevada, the prevailing party shall be entitled to reasonable legal fees to be awarded by the court.

(d) The Parties hereby attorn and submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia in regard to legal proceedings relating to this Agreement.  For the purpose of all such legal proceedings, the courts of the Province of British Columbia shall have jurisdiction to entertain any action arising under this Agreement.  Notwithstanding the foregoing, nothing in this subsection 27(d) shall be construed nor operate to limit the right of any Party to commence any action relating hereto in any other jurisdiction, nor to limit the right of the courts of any other jurisdiction to take jurisdiction over any action or matter relating hereto.

(e) Time is of the essence of this Agreement.

(f) All references in this Agreement to currency or to "$", unless otherwise expressly indicated, shall be to US Dollars.

(g) If any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of this Agreement which shall be construed as if this Agreement had been executed without the invalid portion.

(h) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand or transmitted by email transmission addressed to:

(i) if to the Seller, to:

Mako Mining Corp.

838 West Hastings St., Suite 700
Vancouver, BC V6C 0A6
Attention: [REDACTED]
Email: [REDACTED]

(ii) if to Sailfish, to:

Sailfish Royalty Corp.

Sea Meadow House

P.O. Box 116

Road Town, Tortola

British Virgin Islands, VG1110

Attention:  [REDACTED]
Email:  [REDACTED]

Any notice given in accordance with this section, if transmitted by facsimile transmission, shall be deemed to have been received on the next Business Day following transmission or, if delivered by hand, shall be deemed to have been received when delivered.

(i) This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision.  No waiver or breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

(j) Following the execution and delivery of this Agreement, if there shall occur any change in Laws relating to Taxes or other circumstances, each of Sailfish and the Seller will cooperate reasonably with the other Party in implementing any proposed adjustments to the structure of this Agreement, provided that such adjustments have no material adverse impact on the non-proposing Party.

(k) This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

(l) This Agreement shall enure to the benefit of and shall be binding on and shall be enforceable by the Parties and their respective, successors and permitted assigns.

(m) The Parties have expressly required that this Agreement and all notices relating hereto be drafted in English.

(n) This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the Parties with respect to the subject matter hereof, including the Original Gold Stream Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.

MAKO MINING CORP.  
     
     
Per: (signed) "Ezequiel Sirotinsky"  
  Name: Ezequiel Sirotinsky  
  Title: Chief Financial Officer and Corporate Secretary  
     
     
SAILFISH ROYALTY CORP.  
     
     
Per:  (signed) "Walter Reich"  
  Name: Walter Reich  
  Title: Director  

 

 

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

 

 

MAKO US CORP.

-AND -

MAKO MINING CORP.

- AND -

SAILFISH ROYALTY CORP.

 

February 14, 2026

 

 

 

 

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION 2
   
1.1 Defined Terms 2
1.2 Rules of Construction 10
1.3 Knowledge 11
1.4 Statutes 11
1.5 No Presumption 11
   
ARTICLE 2 PURCHASE AND SALE 12
   
2.1 Purchase and Sale of Gold Stream and Company Interests 12
2.2 Agent, Nominee and Bare Trustee 12
2.3 Withholding Taxes 13
   
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SAILFISH 13
   
3.1 Organization and Qualification of the Company 13
3.2 Organization and Qualification of Sailfish 13
3.3 Sailfish’s Ownership of Company Interests 13
3.4 Absence of Conflicts of Sailfish 14
3.5 Execution and Binding Obligation 14
3.6 Regulatory Approvals 14
3.7 Required Authorizations 14
3.8 Capitalization 14
3.9 Subsidiaries 15
3.10 Anti-Corruption and Anti-Money Laundering 15
3.11 Litigation 15
3.12 Insolvency 16
3.13 Brokers 16
3.14 Competition Act 16
3.15 Material Facts 16
3.16 Required Consents 16
3.17 Seller Credit Agreement and Financing Documents 16
   
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MAKO US AND MAKO 17
   
4.1 Organization and Qualification of Mako 17
4.2 Organization and Qualification of Mako US 17
4.3 No Conflicts 17
4.4 Required Consents 18
4.5 Required Authorizations 18
4.6 Execution and Binding Obligation 18
4.7 Litigation 18
4.8 Insolvency 19
4.9 Brokers 19
   
ARTICLE 5 CLOSING AND DELIVERIES 19
   
5.1 First Closing Date 19
5.2 First Closing Date Deliveries of Sailfish 19

- i -


5.3 First Closing Date Deliveries of Mako and/or Mako US 19
5.4 Second Closing Date 20
5.5 Second Closing Date Deliveries of Sailfish 20
5.6 Second Closing Date Deliveries of Mako US and Mako 21
5.7 Mutual Conditions of Second Closing 21
5.8 Conditions of Second Closing in Favour of Mako US and/or Mako 22
5.9 Conditions of Second Closing in Favour of Sailfish 22
5.10 Actions to Satisfy Second Closing Conditions 22
5.11 TSXV Approvals 23
5.12 Shareholder Approvals 24
5.13 Seller Credit Agreement 24
   
ARTICLE 6 COVENANTS 24
   
6.1 Access 24
6.2 Prohibited Actions Prior to the Second Closing 24
6.3 Notice of Certain Events 26
6.4 Public Announcements and Confidentiality 26
6.5 Exclusivity 27
6.6 Tax Matters 27
6.7 Specific Performance 28
6.8 Reclamation Bonds 29
   
ARTICLE 7 TERMINATION 29
   
7.1 Termination Rights 29
7.2 Termination Procedure 30
   
ARTICLE 8 SURVIVAL AND INDEMNIFICATION 32
   
8.1 Survival of Representations, Warranties and Covenants of Sailfish 32
8.2 Survival of Representations, Warranties and Covenants of Mako US and Mako 32
8.3 Indemnification by Seller 33
8.4 Indemnification by Mako US and/or Mako 33
8.5 Limitations on Indemnification 33
8.6 Notice of Claim 34
8.7 Direct Claims 34
8.8 Third Party Claims 35
8.9 Materiality 36
8.10 Right to Recovery and Offset 36
8.11 Duty to Mitigate 37
8.12 Adjustment to Purchase Price 37
8.13 Exclusivity 37
   
ARTICLE 9 MISCELLANEOUS 37
   
9.1 Notices 37
9.2 Further Assurances 38
9.3 Time of the Essence 38
9.4 Expenses 38
9.5 Amendments 38

-ii-


9.6 Waiver 38
9.7 Entire Agreement 39
9.8 Assignment 39
9.9 Successors and Assigns 39
9.10 Severability 39
9.11 Governing Law 40
9.12 Counterparts 40

-iii-

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT is made the 14th day of February, 2026 (the "Effective Date"),

BY AND BETWEEN:

MAKO US CORP.,

a corporation existing under the laws of the State of Arizona

("Mako US")

- and -

MAKO MINING CORP.,

a corporation existing under the laws of the Province of British Columbia

("Mako")

- and -

SAILFISH ROYALTY CORP.,

a corporation existing under the laws of the British Virgin Islands

("Sailfish")

RECITALS:

A. Sailfish, Mako and Wexford are parties to a binding term sheet dated September 29, 2025 in respect of the foregoing (the "Term Sheet");

B. Sailfish is party to a membership interest purchase agreement with Mt. Hamilton Holdings LLC dated September 26, 2025 (the "Acquisition Agreement");

C. on November 26, 2026, pursuant to the terms of the Acquisition Agreement, Sailfish purchased the Company Interests (as defined below) for and on behalf of Mako US, as nominee, agent and bare trustee, from Mt. Hamilton Holdings LLC for $40,000,000 (the "Acquisition Purchase Price");

D. pursuant to a credit agreement dated November 26, 2025, Wexford Capital LP ("Wexford") and/or its subsidiaries, provided a $40,000,000 non-revolving credit facility to Sailfish pursuant to the Wexford Credit Agreement (as defined below), which Sailfish intended to use to fund the Original Stream Purchase Amount and the value of the Original Royalty Purchase Amount (as defined below);

- 2 -

E. Sailfish, Mako and Mako US are parties to a Purchase and Sale Agreement dated November 26, 2025 (the "Original Agreement") pursuant to which, among other things:

(i) Sailfish agreed to pay to Mako $33,000,000 (the "Original Stream Purchase Amount") for the Original Gold Stream (as defined below) and $7,000,000 (the "Original Royalty Purchase Amount" and, together with the Original Stream Purchase Amount, the "Original Stream and Royalty Purchase Amount") for a 2.0% NSR royalty on the production of metals and minerals from the Mt. Hamilton Project (the "NSR Royalty");

(ii) Mako US appointed Sailfish as its nominee, agent and bare trustee;

(iii) Mako US directed (the "First Closing Direction") Sailfish to use the Original Stream and Royalty Purchase Amount to fund the Acquisition Purchase Price;

(iv) on the First Closing Date (as defined below), Sailfish assigned and transferred all Beneficial Ownership and Property Control (as defined below) to Mako US;

(v) at the Time of Closing (as defined below), Sailfish agreed to assign and transfer all Registered Ownership (as defined below) to Mako US; and

(vi) Sailfish agreed, during the Interim Period (as defined below), to hold all Registered Ownership.

F. As of the Effective Date, Sailfish, Mako and Mako US acknowledged that the agreement that Mako would, through Mako US, grant, on and subject to the Second Closing Date, the NSR Royalty, having never come into force or effect, is terminated; and

G. Sailfish, Mako and Mako US now wish to amend and restate the Original Agreement and the Gold Purchase Agreement (as defined below) to: (i) remove reference to the NSR Royalty; (ii) reflect the terms of the Additional Gold Stream (as defined below); and (iii)  allocate the entirety of the Original Royalty Purchase Amount to the Additional Stream Purchase Amount (as defined below).

NOW THEREFORE, in consideration of the respective covenants and agreements of the Parties contained in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the Parties), the Parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"Acquisition" means the acquisition of the Company Interests by Sailfish from Mt. Hamilton Holdings LLC pursuant to the Acquisition Agreement;

- 3 -

"Acquisition Agreement" has the meaning set out in the recitals to this Agreement;

"Acquisition Purchase Price" has the meaning set out in the recitals to this Agreement;

"Additional Stream Purchase Amount" means the purchase price of the Additional Gold Stream as of the date hereof, being $7,000,000;

"Additional Gold Stream" means the right to purchase Payable Gold (as such term is defined in the Gold Purchase Agreement) for a term of 72 months following the term of 60 months under the Original Gold Stream, all on the terms and subject to the conditions set out in the Gold Purchase Agreement;

"Affiliate" has the following meaning: an entity (the "first entity") is the Affiliate of another entity (the "second entity") where the second entity controls the first entity, or the first entity controls the second entity or both entities are controlled by the same Person. For purposes of this definition, "control" is the power, whether by Contract or ownership of equity interests, or otherwise, to select a majority of the board of directors, managers or other supervisory management authority of an entity, whether directly or indirectly through a chain of entities that are "controlled" within the foregoing meaning;

"Agreement" means this Purchase and Sale Agreement, as amended, restated, replaced or supplemented from time to time;

"Allocation" has the meaning set out in Section 6.6(b);

"Anti-Corruption Laws" has the meaning set out in Section 3.10(a)(i);

"Authorization" means, with respect to any Person, any Order, permit, approval, decree, consent, waiver, licence, certificate, registration or similar authorization of any Governmental Body having jurisdiction over such Person;

"Beneficial Ownership and Property Control" shall mean 100% of the beneficial ownership of the Company Interests and the exercise of operational control over the Company Assets which shall be in the sole discretion of Mako US, but acting as would a prudent operator, including, for greater certainty and without limitation, responsibility for all obligations, liabilities, costs and expenses associated therewith and all carrying costs, maintenance costs, permitting costs and insurance costs in respect of the Company Assets and the Company Interests;

"Books and Records" means: (a) all of the Company's books of account, accounting records and other financial data and information, including copies of filed Tax Returns and assessments for each of the financial years of the Company; (b) the corporate records of the Company, including minute books; and (c) all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information of, or relating to, the Company or the Company Assets; in each case that are in the possession or under the control of the Company, Sailfish or an Affiliate thereof, including all data and information stored electronically or on computer related media;

"Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia, the State of Nevada or the State of Arizona, on which commercial banks in Vancouver, British Columbia, Reno, Nevada and Tucson, Arizona are open for business;

- 4 -

"Claim" means any litigation, action, suit, appeal, claim, application, Order, proceeding, grievance, complaint, arbitration, appeal, alternative dispute resolution process or other legal proceeding;

"Code" means the U.S. Internal Revenue Code of 1986, as amended;

"Company" means Mt. Hamilton LLC, a limited liability company existing under the laws of the State of Colorado;

"Company Assets" means all assets and property owned or leased, as applicable, by the Company, including all patented fee parcels, unpatented mining claims, patented mining claims, and water rights, excluding the Reclamation Bonds;

"Company Interests" means the outstanding membership interests of the Company;

"Confidential Information" means all information, including any Data, received or obtained by a Party or its respective Representatives from any other Party or its respective Representatives pursuant to, or in connection with, this Agreement;

"Constating Documents" means (a) in the case of a Person that is a corporation, its certificate of incorporation and its articles, by-laws, notice of articles, regulations or similar governing instruments required by the Laws of its jurisdiction of formation or organization, (b) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement, and (c) in the case of a Person that is not a corporation or limited liability company or natural person, its governing instruments as required or contemplated by the Laws of its jurisdiction of organization;

"Contract" means any written contract, arrangement, agreement, indenture, lease, sublease, deed of trust, licence, option, instrument or other commitment;

"Damages" means, in respect of any matter, all damages, Claims, demands, losses, liabilities, deficiencies, fines, costs, expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) and judgments arising as a consequence of such matter, in each case (other than in the case of fraud, any Third Party Claim or with respect to any Damages resulting from any breach of any representation or warranty in this Agreement) excluding incidental, indirect, consequential, special, exemplary, aggravated and punitive damages and lost profits, and including, in each case, the cost of enforcing any right to indemnification or payment hereunder;

"Data" means any maps, geological, geochemical and geophysical reports and data, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, technical reports, accounting and financial records, and other material information with respect to the Company Assets;

"Effective Date" means the date of this Agreement;

- 5 -

"Encumbrance" means any encumbrance, pledge, lien (statutory or otherwise), charge, security interest, title retention agreement, option, privilege, right of first refusal or first offer, royalty, interest in the production or profits from any asset, back-in rights, earn-in rights, mortgage, hypothec, restriction, or other similar interest or instrument charging, or creating a security interest in, or against title, easement, servitude or right-of-way (registered or unregistered), whether contingent or absolute, which materially affects the assets of a Person, and any Contract, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing;

"Exchange" means the TSX Venture Exchange;

"Fallback Sale" has the meaning set out in Section 7.2(b);

"Financing Documents" has the meaning set out in Section 3.17;

"First Closing Date" means the date of closing of the Acquisition;

"First Closing Direction" has the meaning set out in the recitals to this Agreement;

"Gold Purchase Agreement" means the gold purchase agreement between Mako and Sailfish dated the First Closing Date as amended and restated as of the date hereof;

"Government Official" has the meaning set out in Section 3.10(a)(ii);

"Governmental Body" means any domestic or foreign: (a) federal, provincial, state, municipal, local or other government, (b) governmental or quasi-governmental authority of any nature, including any governmental ministry, agency, branch, department, court, commission, board, tribunal, bureau or instrumentality, (c) stock exchange or Securities Regulatory Authority, including the Exchange, or (d) body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any nature;

"Indemnification Claim" has the meaning set out in Section 8.6(a);

"IFRS" means International Financial Reporting Standards as formulated by the International Accounting Standards Board, as updated and amended from time to time;

"Indebtedness" means without duplication and with respect to the Company, in each case calculated in accordance with IFRS, all (a) indebtedness for borrowed money, (b) obligations for the deferred purchase price of property or services, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments, (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement, (e) reimbursement obligations under any letter of credit, banker's acceptance or similar credit transactions, (f) obligations secured by any Encumbrance existing on any of the Company Assets, (g) guarantees made by the Company on behalf of any third party in respect of obligations with respect to the Company of the kind referred to in the foregoing clauses, (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses, (i) capital lease obligations, and (j) obligations under or with respect to any performance, reclamation or other bonds, financial assurances or guarantees provided by the Company, but excluding, in all cases: (i) the Reclamation Bonds, (ii) all obligations and other indebtedness arising from or related to the Reclamation Bonds, (iii) any future obligations under any capital leases of the Company to the extent such future obligations are related to and accrue during the period commencing on the Second Closing Date, and (iv) any Permitted Encumbrances;

- 6 -

"Indemnification Cap" has the meaning set out in Section 8.5(b);

"Indemnified Party" has the meaning set out in Section 8.6(a);

"Indemnifying Party" has the meaning set out in Section 8.6(a);

"Interim Period" means the period from the First Closing Date and continuing until the earlier of (i) the termination of this Agreement and (ii) the Second Closing;

"Laws" means, in respect of any Person, property, transaction or event, any and all applicable (a) laws, constitutions, treaties, statutes, codes, ordinances, Orders, decrees, rules, regulations and by-laws, whether domestic, foreign or international; and (b) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Body;

"Lenders" means the persons named in Schedule A annexed to Wexford Credit Agreement;

"Mako Fundamental Representations" means the representations and warranties provided by Mako US and/or Mako in Sections 4.1 (Organization and Qualification), 4.2 (Organization and Qualification), 4.3 (No Conflicts), and 4.6 (Execution and Binding Obligation);

"Mako TSXV Approval" means the approval of the Exchange for the purchase by Mako, directly or indirectly, of the Company Interests on the terms and conditions set out herein;

"Material Adverse Effect" means any effect, change, event, occurrence or circumstance that, when considered either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to, in the case of the Company, the Company Assets, business, operations, assets, liabilities or financial condition of the Company, taken as a whole, provided, however, that effects relating to: (i) general economic, political or regulatory conditions or events in any of the geographical areas in which the Company operates, (ii) any change in the financial, banking, credit, debt, currency or capital markets in general (whether in Canada, the United States or any other country or in any international market), including changes in interest rates, commodity prices or raw material prices, (iii) conditions generally affecting any industry or any market in which the Company operates, (iv) any pandemics (excluding any event, change or effect relating to or caused by the COVID-19 pandemic) or epidemics, (v) acts of God, natural disasters, national or international political or social conditions, including the engagement in hostilities, whether commenced before or after the Effective Date, and whether or not pursuant to the declaration of a national emergency or war (including any escalation or worsening of war), or the occurrence of any military or terrorist attack, (vi) any changes in Laws, or accounting rules or principles, including changes in IFRS, or (vii) the negotiation, announcement or pendency of the transactions contemplated in this Agreement or the identity of the Parties are not Material Adverse Effects and are not to be taken into account in determining whether a Material Adverse Effect has occurred, provided that in the case of (i), (ii), (iii), (v) and (vi) above such changes or developments do not disproportionately affect the Company or the Company Assets, taken as a whole, compared to other participants in the industry in which the Company conducts its business;

- 7 -

"Material Contracts" means any Contracts that are material to the Company, or to the ownership, operation, closure, remediation or reclamation of the Company Assets, including, without limitation, any Contracts that: (i) are leases or subleases of real property or material personal property (whether as lessor or lessee); (ii) provide for the expenditure or incurrence of Indebtedness of $50,000; (iii) have a term of twelve months or more and cannot be terminated by the Company by notice of no more than 30 days; (iv) grant any exclusive or preferential rights to provide, sell or distribute any of the products of the Company; (v) are for the purchase or sale of minerals or any other products; (vi) are for, or relate to, the transportation of any minerals or other products; (vii) contain provisions obligating the Company to purchase or obtain a minimum or specified amount of any minerals, products or services from any Person; or (viii) are with any Governmental Body;

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as promulgated by the Canadian Securities Administrators;

"Order" means any order, injunction, judgment, administrative complaint, decree, ruling, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed by any Governmental Body or arbitrator;

"Ordinary Course" means any transaction that constitutes an ordinary day-to-day business activity of a Person in accordance with, and materially consistent with, its past business practices;

"Original Agreement" has the meaning set out in in the recitals to this Agreement;

"Original Gold Stream" means the right to purchase Payable Gold (as such term is defined in the Gold Purchase Agreement) for a term of 60 months following and subject to the occurrence of the Second Closing Date, all on the terms and subject to the conditions set out in the Gold Purchase Agreement;

"Original Royalty Purchase Amount" has the meaning set out in in the recitals to this Agreement;

"Original Stream Purchase Amount" means the purchase price of the Original Gold Stream, being $33,000,000;

"Original Stream and Royalty Purchase Amount" has the meaning set out in in the recitals to this Agreement;

"Outside Date" means March 16, 2026, or such other date as mutual agreed in writing between the Parties;

"Parties" means Mako US, Mako and Sailfish, and "Party" means any one of them;

"Permits" means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from a Governmental Body;

- 8 -

"Permitted Encumbrances" means 

(a) undetermined or inchoate Encumbrances incidental to construction, maintenance or operation of the Properties, or otherwise relating to the Ordinary Course, which have not, as of the Second Closing, been filed pursuant to applicable Law,

(b) statutory liens for current Taxes, excluding net proceeds of minerals tax, assessments or other governmental charges not yet delinquent, or the amount or validity of which is being contested in good faith by appropriate proceedings,

(c) liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the Ordinary Course,

(d) Encumbrances or Claims that are disclosed to Mako US incidental to current construction carried out in the Ordinary Course, and mechanics', materialmen's, warehousemen's, workers', carriers' and other similar Encumbrances arising or incurred in the Ordinary Course and for amounts not yet delinquent, or if delinquent, being contested in good faith by appropriate actions,

(e) all rights reserved to, or vested in, any Governmental Body by the terms of any patent, lease, licence, franchise, grant or permit held by it, or by any statutory provision to terminate any such patent, lease, licence, franchise, grant or permit, or to require annual or periodic payments as a condition of the continuance thereof, or to distrain against or to obtain an Encumbrance on any of its property or assets in the event of failure to make such annual or other periodic payments,

(f) any lease in which the Company is the lessee, and the lessor's title under any such lease,

(g) Encumbrances that are due to zoning or subdivision, entitlement and other land use Laws,

(h) Encumbrances that arise by reason of acts of, or with the written approval of, Mako US or any Representative of Mako US, easements, rights-of-way, roads, covenants, restrictions and other matters of record in the Office of the White Pine County Recorder,

(i) with respect to the Owned Unpatented Claims and the Leased Unpatented Claims, the paramount title of the United States, the rights of citizens of the United States and other qualified Persons to enter onto and use the public lands, and the authority and right of the United States to administer and manage entry onto and use of the public lands,

(j) all matters disclosed in the Title Report; and

(k) Encumbrances under the Financing Documents.

"Person" means any individual, corporation, legal person, partnership, firm, joint venture, syndicate, association, trust, trustee, limited liability company, unincorporated organization, trust company, Governmental Body or any other form of entity or organization;

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"Reclamation Bonds" means all surety instruments, bonds, letters of credit, guarantees and other instruments or arrangements securing or guaranteeing the performance of obligations with respect to the operation, closure, reclamation or remediation of property;

"Registered Ownership" shall mean 100% of the registered legal ownership of the Company Interests, including, indirectly, the Company Assets;

"Representative" means, with respect to any Person, such Person's, and such Person's Affiliates', officers, directors, managers, employees, contractors, agents, representatives and financing sources (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of such Person or its Affiliates);

"Sailfish Fundamental Representations" means the representations and warranties in Sections 3.1 (Organization and Qualification of the Company), 3.2 (Organization and Qualification of Sailfish), 3.3 (Sailfish's Ownership of Company Interests), 3.4 (Absence of Conflicts of Sailfish), 3.5 (Execution and Binding Obligation) and 3.8 (Capitalization);

"Sailfish TSXV Approval" means the approval of the Exchange for the sale by Sailfish of the Company Interests on the terms and conditions set out herein;

"Second Closing" means the closing of the transfer by Sailfish to Mako US of the Registered Ownership;

"Second Closing Date" means the date that is two Business Days after the satisfaction or waiver of the last of the closing conditions set out in Sections 5.7, 5.8 and 5.9, other than those conditions that by their nature are to be (and will be) satisfied on Closing, provided that such date may not be later than the Outside Date;

"Securities Regulatory Authorities" means, collectively, the securities commissions and other securities regulatory authorities in each applicable state and territory of the United States and province and territory of Canada, and the Exchange;

"Stream Purchase Amount" means, collectively, the Original Stream Purchase Amount and the Additional Stream Purchase Amount;

"Tax Authority" means the United States Internal Revenue Service, the Canada Revenue Agency and any other applicable national, state, local, provincial, territorial or other Governmental Body responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes;

"Tax Returns" means any and all returns, reports, information, rebates, credits, elections, designations, schedules, filings or other documents (including any related or supporting information) relating to Taxes filed or required to be filed by any Tax Authority or pursuant to any applicable Law relating to Taxes or in fact filed with any Tax Authority;

"Taxes" includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind imposed by any Tax Authority, including all interest, penalties, fines or additions to tax imposed by any Governmental Body in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, unemployment health, social services, education and Social Security and Medicare taxes, and escheat and property obligations;

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"Term Sheet" has the meaning set out in the recitals to this Agreement;

"Third Party Claim" has the meaning set out in Section 8.6(a);

"Time of Closing" means 10:00 a.m. (Toronto time) on the Second Closing Date, or such other time on the Second Closing Date as the Parties may agree in writing;

"Title Report" means that certain Title Report addressed to Mako dated October 22, 2025 concerning two (2) fee simple parcels, nine (9) patented claims, and 302 unpatented mining claims located on certain lands (as detailed in the Title Report)  associated with the Mt. Hamilton Project, situated in White Pine County, Nevada, USA prepared by the law firm of Parsons, Behle & Latimer in Nevada;

"Transfer Taxes" has the meaning set out in Section 6.6(e);

"TSXV Approvals" means, collectively, the Mako TSXV Approval and the Sailfish TSXV Approval;

"Wexford" the meaning set out in the recitals to this Agreement; and

"Wexford Credit Agreement" means the credit agreement dated November 26, 2025, among Sailfish, Wexford, as Agent, the Lenders party thereto and certain guarantors, setting out the terms and conditions of a $40,000,0000 non-revolving credit facility from the Lenders to Sailfish.

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement, and unless the context otherwise requires, in this Agreement:

(a) references to "Agreement", "this Agreement", "the Agreement" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b) references to an "Article" or "Section" by a number or letter refer to the specified Article or Section of this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

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(e) the word "including" is deemed to mean "including, without limitation" and similar variations of same;

(f) all references to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time;

(g) any reference to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable;

(h) all dollar amounts in this Agreement refer to United States dollars unless otherwise indicated;

(i) any time period within which a payment is to be made or other action is to be taken under this Agreement shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(j) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.

1.3 Knowledge

Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of Sailfish, (a) it refers, in each case, to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of Paolo Lostritto without personal liability on his part, and (b) in the case of the representation and warranty in Section 3.15 (Material Facts) only, it refers to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of Paolo Lostritto and Bryan McKenzie, without personal liability. Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of Mako, it refers, in each case, to the actual knowledge (after reasonable inquiry, but without any requirement to make any inquiries of any Governmental Body, or to perform any search of any public registry office or system) of Akiba Leisman, without personal liability on his part.

1.4 Statutes

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute, and all rules and regulations made under such statute, as the same may have been amended, re-enacted or replaced.

1.5 No Presumption

This Agreement is the product of negotiation by the Parties, having the assistance of counsel and other advisors. It is the intention of the Parties that no Party shall be presumed to be the drafter of this Agreement and that this Agreement shall not be construed more strictly with regard to one Party than any other Party.

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ARTICLE 2
PURCHASE AND SALE

2.1 Purchase and Sale of Gold Stream and Company Interests

(a) Subject to the terms and conditions of this Agreement, on or by the First Closing Date, as applicable:

(i) Sailfish and Wexford, et al., shall have entered into the Wexford Credit Agreement and Sailfish shall have drawn down $40,000,000 under the terms of the Wexford Credit Agreement;

(ii) Sailfish and Mako shall enter into the Gold Purchase Agreement;

(iii) Sailfish shall purchase from Mako the Original Gold Stream under the terms of the Gold Purchase Agreement for the Original Stream Purchase Amount;

(iv) Sailfish shall purchase from Mako the Additional Gold Stream under the terms of the Gold Purchase Agreement for the Additional Stream Purchase Amount;

(v) Mako US shall provide the First Closing Direction to Sailfish and Sailfish shall use the Stream Purchase Amount, acting as Mako US's nominee, agent and bare trustee, to satisfy the Acquisition Purchase Price payable to Mt. Hamilton Holdings LLC and complete the Acquisition pursuant to the terms and conditions of the Acquisition Agreement; and

(vi) Sailfish shall, immediately following the closing of the Acquisition on the First Closing Date, assign and transfer to Mako US the Beneficial Ownership and Property Control.

(b) Subject to the fulfillment of the conditions precedent in Sections 5.7, 5.8 and 5.9, on the Second Closing Date, Sailfish will assign and transfer to Mako US the Registered Ownership such that Mako US shall hold all, but not less than all, of the Company Interests, free and clear of all Encumbrances.

2.2 Agent, Nominee and Bare Trustee

(a) As of the First Closing Date until the earlier of (i) the Time of Closing; and (ii) the termination of this Agreement:

(i) Mako US hereby appoints Sailfish to act as nominee, agent and bare trustee for and on behalf of Mako US, and to take all such action as directed by Mako US, as holder of the Beneficial Ownership and Property Control, including holding the Registered Ownership during the Interim Period; and

(ii) Sailfish hereby agrees act as nominee, agent and bare trustee for and on behalf of Mako US, and to take all such action as directed by Mako US, as holder of the Beneficial Ownership and Property Control, including holding the Registered Ownership during the Interim Period.

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(b) For greater certainty, during the Interim Period, Mako US, as the holder of the Beneficial Interest and Property Control, will pay or cause to be paid all costs and expenses relating to the Company Interests and the Company Assets which become due from the First Closing Date including, without limitation, $300,000 payable by the Company to Waterton Nevada Splitter, LLC in satisfaction of an advance royalty payment made by Waterton Nevada Splitter, LLC on behalf of the Company.

(c)  If Sailfish is directed or otherwise required to make any payments by and on behalf of Mako US in respect of the Company Interests and the Company Assets, Mako US will use commercially reasonable efforts to provide Sailfish with sufficient funds to make any such payment at least three (3) Business Days prior to such payment being due and, in any event, within (3) three Business Days after such payment has been made.

2.3 Withholding Taxes

Notwithstanding any provision in this Agreement to the contrary, each of Mako and Mako US, as applicable, may deduct and withhold from any consideration payable or otherwise deliverable under the terms of this Agreement for such taxes or other amounts as Mako, Mako US and its Representatives, as applicable, determine are required to be deducted or withheld with respect to such payments under applicable law.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SAILFISH

Sailfish represents and warrants to each of Mako US and Mako, as at the Effective Date, the First Closing Date and the Second Closing Date, as follows, and acknowledges that each of Mako US and Mako is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

3.1 Organization and Qualification of the Company

The Company is a limited liability company duly formed and validly existing under the laws of the State of Colorado and has all necessary limited liability company power, authority and capacity to own the Company Assets and to carry on its business as presently conducted. The Company is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which the Company Assets are located or it conducts business.

3.2 Organization and Qualification of Sailfish

Sailfish is a corporation existing under the laws of British Virgin Islands and has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement.

3.3 Sailfish's Ownership of Company Interests

Sailfish has, as of the First Closing Date and the Second Closing Date, Registered Ownership of the Company Interests, free and clear of all Encumbrances save and except for the Permitted Encumbrances. Sailfish has the exclusive right to act at the direction of Mako US to dispose of the Company Interests as provided for in this Agreement. Upon completion of the transactions contemplated by this Agreement, Mako US shall have acquired, on the First Closing Date, all good and valid Beneficial Ownership and Property Control and, at the Time of Closing, all good and valid Registered Ownership and title to the Company Interests, free and clear of all Encumbrances. Sailfish is not a party to any shareholder, pooling, voting trust or other similar Contract relating to the Company Interests.

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3.4 Absence of Conflicts of Sailfish

The execution, delivery and performance by Sailfish of this Agreement, and the consummation of the transactions contemplated by this Agreement, does not and will not, in any material respect, constitute or result in a breach or violation of, contravene, or conflict with, or cause the termination or revocation of, or result in any default under, or allow any Person to exercise any rights under, Sailfish's Constating Documents or any Contract, Order, Authorization or applicable Law to which Sailfish is a party or subject, or by which Sailfish is bound or affected.

3.5 Execution and Binding Obligation

(a) Sailfish has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement.

(b) The execution, delivery and performance by Sailfish of this Agreement and the Gold Purchase Agreement, and the consummation of the transactions contemplated by this Agreement and the Gold Purchase Agreement, have been authorized by all necessary action on the part of Sailfish.

(c) This Agreement has been duly executed and delivered by Sailfish, and constitutes a legal, valid and binding obligation of Sailfish enforceable against Sailfish in accordance with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

3.6 Regulatory Approvals

No Order or Authorization of, filing or application with, or notice to any Governmental Body is required on the part of Sailfish in connection with the execution and delivery of this Agreement or the Gold Purchase Agreement, or the performance of Sailfish's obligations hereunder or thereunder, other than obtaining the Sailfish TSXV approval, all requisite Sailfish shareholder approval, and as would not reasonably be expected to prevent, materially delay or materially impede the ability of Sailfish to perform its obligations or to consummate the transactions contemplated under this Agreement and the Gold Purchase Agreement.

3.7 Required Authorizations

To the knowledge of Sailfish, the Company has all the required Authorizations necessary for the Company to own the Company Assets and conduct its business and operations as presently conducted in all material respects. To the knowledge of Sailfish, such Authorizations are valid, subsisting and in good standing, and in full force and effect, and there are no outstanding material defaults or breaches under any such Authorizations on the part of the Company. To the knowledge of Sailfish, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Authorization.

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3.8 Capitalization

To the knowledge of Sailfish, at the Effective Date, the First Closing Date and at the Second Closing, the Company Interests will constitute all of the securities or membership interests in the capital of the Company.

3.9 Subsidiaries

The Company does not have any subsidiaries and does not hold any shares, securities, equity, joint venture, partnership or other ownership interest in any other Person or entity.

3.10 Anti-Corruption and Anti-Money Laundering

(a) Neither Sailfish, nor any of its Affiliates, directors, officers or employees, nor, to the knowledge of Sailfish, any agents or other Persons acting on behalf of any of the foregoing, has, in connection with the business of Sailfish or the Company:

(i) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act of 1998, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act of 2000, as amended, or any similar anti-corruption or anti-bribery Laws, if and to the extent applicable (collectively, "Anti-Corruption Laws");

(ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any: (A) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Body or a public international organization (e.g., the International Monetary Fund or the World Bank), (B) political party or official thereof, or candidate for political office (each of the foregoing a "Government Official"), or (C) other Person, while knowing or believing that all or some portion of the money or value shall be offered, given or promised to a Government Official or other Person for the purposes of obtaining or retaining business or securing any improper advantage, or in other circumstances when such offer, payment or promise would be unlawful, in each case, in violation of applicable Anti-Corruption Laws; or

(iii) to the knowledge of Sailfish, been subject to any investigation by any Governmental Body with regard to any actual or alleged breach of any relevant Anti-Corruption Law.

(b) Sailfish is in compliance with all Laws related to the prevention of money laundering and terrorist financing in the jurisdictions in which Sailfish operates.

3.11 Litigation

There are no Claims in progress, pending or, to the knowledge of Sailfish, threatened against or relating to Sailfish or the Company, which, if determined adversely to Sailfish or the Company, would:

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(a) prevent Sailfish from fulfilling its obligations set out in or arising from this Agreement or the Gold Purchase Agreement; or

(b) enjoin or restrict or prohibit the transfer of the Company Interests from Sailfish to Mako US as contemplated by this Agreement.

3.12 Insolvency

Sailfish is not insolvent, nor has Sailfish committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.

3.13 Brokers

No broker is entitled to any fee or commission from Sailfish in connection with the transactions contemplated by this Agreement.

3.14 Competition Act

To the knowledge of Sailfish, neither the aggregate value of the Company Assets nor the gross revenues from sales in or from Canada generated from those assets, as determined in accordance with Part IX of the Competition Act (Canada) meet or exceed the applicable threshold for any pre-closing notification or review as the case may be and neither Sailfish nor the Company has (i) a place of operations in Canada, (ii) individuals in Canada employed or self-employed in connection with its operations or (iii) assets in Canada used in carrying on their operations.

3.15 Material Facts

In each case to the knowledge of Sailfish, no representation or warranty of Sailfish in this Agreement, or in any certificate furnished to Mako US and/or Mako pursuant to any provision of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements herein or therein true in any material respect.

3.16 Required Consents

Other than obtaining the required Sailfish TSXV Approval and the requisite approval of Sailfish's shareholders, the execution, delivery, and performance by Sailfish of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not require the consent, approval or waiver of, or notice to any Person under any material Contract to which Sailfish is party or by which Sailfish is bound or to which its business or assets are subject.

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3.17 Seller Credit Agreement and Financing Documents

(a) Sailfish has made available to Mako US and Mako a true and complete copy of the Wexford Credit Agreement and the Security Documents (as such term is defined in Wexford Credit Agreement) (collectively, the "Financing Documents").

(b) Sailfish represents that each of the Financing Documents is (i) in full force and effect and constitutes a legal, valid and binding agreement of each of Sailfish and the other parties thereto, enforceable against them in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and (ii) has not been amended, restated, supplemented, modified, withdrawn or terminated in any respect.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF MAKO US AND MAKO

Each of Mako US and Mako, as applicable, represents and warrants to Sailfish as follows as at the Effective Date, the First Closing Date and the Second Closing, and acknowledges that Sailfish is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

4.1 Organization and Qualification of Mako

Mako is a corporation validly existing under the laws of the Province of British Columbia, and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted.

4.2 Organization and Qualification of Mako US

Mako US is a corporation validly existing under the laws of the State of Arizona, and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted.

4.3 No Conflicts

The execution, delivery and performance by each of Mako US and Mako of this Agreement and the Gold Purchase Agreement, as applicable, and the consummation of the transactions contemplated by this Agreement, do not and shall not:

(a) constitute or result in a breach or a violation of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of the Constating Documents of either Mako US or Mako;

(b) constitute or result in a breach or violation of, or allow any Person to validly exercise any rights under, any Contract to which either Mako US or Mako is a party; and

(c) to the knowledge of Mako, result in the violation of any Laws applicable to Mako, save as would not reasonably be expected to have a Material Adverse Effect with respect to Mako US and Mako, in each case, other than such as would not reasonably be expected to prevent, unreasonably materially delay or unreasonably materially impede the ability of either Mako US or Mako to perform its obligations under this Agreement, or to consummate the transactions contemplated by this Agreement.

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4.4 Required Consents

Other than obtaining the required Mako TSXV Approval and the requisite approval of Mako's shareholders, the execution, delivery, and performance by Mako US and Mako of this Agreement and the Gold Purchase Agreement, as applicable, and the consummation of the transactions contemplated hereby, does not and will not require the consent, approval or waiver of, or notice to any Person under any material Contract to which either Mako US or Mako is party or by which either Mako US or Mako is bound or to which its business or assets are subject.

4.5 Required Authorizations

Other than in connection with the Mako TSXV Approval, no material filing with, notice to or material Authorization of any Governmental Body is required on the part of Mako US or Mako as a condition to the lawful completion of the transactions contemplated by this Agreement and the Gold Purchase Agreement other than as would not reasonably be expected to prevent, materially delay or materially impede the ability of Mako US or Mako to perform its obligations or to consummate the transactions contemplated under this Agreement and the Gold Purchase Agreement.

4.6 Execution and Binding Obligation

(a) Each of Mako US and Mako has the requisite corporate power, authority and capacity to enter into this Agreement, and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement.

(b) The execution, delivery and performance by each of Mako US and Mako of this Agreement, and the consummation of the transactions contemplated hereunder have been authorized by all necessary action on the part of Mako US and Mako.

(c) The Agreement has been duly executed and delivered by Mako US and Mako, and constitutes a legal, valid and binding obligation of each of Mako US and Mako, enforceable against each of Mako US and Mako in accordance with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

4.7 Litigation

There are no Claims in progress, pending or, to the knowledge of either Mako US or Mako, threatened against or relating to Mako US or Mako, which, if determined adversely to Mako, would:

(a) prevent either Mako US or Mako from fulfilling its any of its obligations set out in this Agreement or arising from this Agreement; or

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(b) enjoin or restrict or prohibit the transfer of the Company Interests from Sailfish to Mako as contemplated by this Agreement.

4.8 Insolvency

Neither Mako US nor Mako is not insolvent, nor has either of Mako US or Mako committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its respective property.

4.9 Brokers

Stifel Nicolaus Canada Inc. has been retained by the Special Committee of the Board of Directors of Mako in connection with the transactions contemplated by this Agreement, and is entitled to a fee or commission from Mako in connection with its services thereunder.

ARTICLE 5
CLOSING AND DELIVERIES

5.1 First Closing Date

Subject to compliance with the terms and conditions hereof, the transfer and assignment of the Beneficial Ownership and Property Control from Sailfish to Mako US shall be deemed to take effect as of the First Closing Date, and, for the term of the Interim Period (and, for greater certainty, until immediately after the consummation of the Fallback Sale, if applicable) Sailfish will hold the Registered Ownership as nominee, agent and bare trustee for an on behalf of Mako US. Unless otherwise agreed, all actions to be taken and all documents to be executed and delivered by the Parties on the First Closing Date will be deemed to have been taken, executed and delivered simultaneously, and no proceedings will be deemed taken, nor any document deemed executed or delivered, until all such proceedings have been taken, and all such required documents executed and delivered.

5.2 First Closing Date Deliveries of Sailfish

On or before the First Closing Date, Sailfish shall deliver or cause to be delivered to Mako and/or Mako US, as applicable:

(a) any required certificates, instruments of conveyance and documents required to transfer and assign to Mako US the Beneficial Ownership and Property Control; and

(b) the Gold Purchase Agreement duly executed by Sailfish.

5.3 First Closing Date Deliveries of Mako and/or Mako US

On or before the First Closing Date, Mako and/or Mako US, as applicable, shall deliver or cause to be delivered to Sailfish:

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(a) the First Closing Direction; and

(b) the Gold Purchase Agreement duly executed by Mako.

5.4 Second Closing Date

Subject to compliance with the terms and conditions hereof, the transfer of the Registered Ownership shall be deemed to take effect as at the Time of Closing. The Second Closing shall take place electronically. Unless otherwise agreed, all actions to be taken and all documents to be executed and delivered by the Parties at the Second Closing will be deemed to have been taken, executed and delivered simultaneously, and no proceedings will be deemed taken, nor any documents deemed executed or delivered, until all such proceedings have been taken, and all such required documents executed and delivered.

5.5 Second Closing Date Deliveries of Sailfish

On or before the Second Closing Date, Sailfish shall deliver or cause to be delivered to Mako:

(a) a certificate of an officer of Sailfish, dated the Second Closing Date, representing and certifying that the conditions set forth in Sections 5.8(a) and 5.8(c) have been fulfilled;

(b) assignments or other instruments of transfer duly endorsed in blank, or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance satisfactory to Mako US, acting reasonably, for transfer of the Company Interests to Mako US;

(c) a written resignation and release from each of the officers and managers of the Company, with such resignations to be effective as of the Time of Closing;

(d) certified copies of the resolutions of the board of Sailfish and the Company, as applicable, approving the execution, delivery and performance of the Financing Documents, the Acquisition Agreement, this Agreement and the Gold Purchase Agreement;

(e) a certificate of status, compliance, good standing or like certificate with respect to each of Sailfish and the Company issued by the appropriate Governmental Body in its jurisdiction of existence, dated not more than four Business Days prior to the Second Closing Date;

(f) evidence of any security interests granted by the Company or Sailfish in connection with the Company or the Company Assets;

(g) jointly signed instruction letter to the U.S. Bureau of Land Management requesting that the name and address of the responsible operator be changed to Mako US or its designee;

(h) evidence of receipt of the Sailfish TSXV Approval;

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(i) evidence of consent of Mt. Hamilton Holdings LLC to the transfer and assignment of the Company Interests pursuant to this Agreement;

(j) assignment and assumption agreement in respect of the Notice, Consent and Acknowledgement agreement signed by Mt. Hamilton Holdings LLC, Mt. Hamilton LLC, Sandstorm Gold Ltd. and Mt. Hamilton LLC; and

(k) such other certificates, instruments of conveyance and documents required by this Agreement or as may reasonably be requested by Mako US and/or Mako and agreed to by Sailfish to carry out the intent and purposes of this Agreement.

5.6 Second Closing Date Deliveries of Mako US and Mako

On or before the Second Closing Date, Mako US and/or Mako, as applicable shall deliver or cause to be delivered to Sailfish:

(a) a certificate of an officer of Mako and/or Mako US, dated the Second Closing Date, representing and certifying that the conditions set forth in Sections 5.9(a) and 5.9(c) have been fulfilled;

(b) certified copies of the resolutions of the board of directors of Mako US and/or Mako approving the execution, delivery and performance of this Agreement and the Gold Purchase Agreement;

(c) a certificate of status, compliance, good standing or like certificate with respect to each of Mako US and Mako issued by the appropriate Governmental Body in its jurisdiction of existence, dated not more than four Business Days prior to the Second Closing Date;

(d) evidence of receipt of the Mako TSXV Approval;

(e) assignment and assumption agreement in respect of the Notice, Consent and Acknowledgement agreement signed by Mt. Hamilton Holdings LLC, Mt. Hamilton LLC, Sandstorm Gold Ltd. and Mt. Hamilton LLC;

(f) assignment and assumption agreement in respect of the Acquisition Agreement signed by Mako US; and

(g) such other certificates, instruments of conveyance and documents required by this Agreement or as may reasonably be requested by Sailfish and agreed to by Mako US and/or Mako, as applicable, to carry out the intent and purposes of this Agreement.

5.7 Mutual Conditions of Second Closing

The obligations of Sailfish, Mako US and Mako to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Second Closing Date of each of the following conditions, which are for the benefit of Sailfish, Mako US and/or Mako, and may be waived in writing by the mutual consent of Sailfish, Mako US and/or Mako, as applicable:

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(a) the respective TSXV Approvals and any required shareholder approvals shall have been obtained and such approvals shall remain in full force and effect;

(b) completion of the Acquisition and completion of all actions obligations of the Parties hereto required as of the First Closing Date under the terms hereof;

(c) no preliminary or permanent injunction or other Order or Law applicable to Sailfish, or Mako US or Mako shall have been enacted, issued, promulgated, enforced or entered by any Governmental Body, which enjoins, prohibits, or otherwise makes illegal the transactions contemplated by this Agreement.

5.8 Conditions of Second Closing in Favour of Mako US and/or Mako

The obligations of Mako US and/or Mako to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Second Closing of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, Mako US and/or Mako, as applicable:

(a) all representations and warranties of Sailfish contained in this Agreement shall be deemed to have been made again at and as of the Second Closing Date, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date);

(b) the special committee of the board of directors of Mako shall have received an opinion from Stifel Nicolaus Canada Inc. that the acquisition of the Company Interests is fair from a financial point of view to Mako and the shareholders of Mako;

(c) Sailfish shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Second Closing Date, and all deliveries contemplated by Section 5.5 shall have been tabled.

5.9 Conditions of Second Closing in Favour of Sailfish

The obligations of Sailfish to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Second Closing of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, Sailfish:

(a) all representations and warranties of each of Mako US and Mako contained in this Agreement shall be deemed to have been made again at and as of the Second Closing Date, and shall then be true and correct in all material respects or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date);

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(b) Sailfish shall have received an opinion, oral or written, from Infor Financial Inc. that the transactions contemplated by this Agreement and the Term Sheet are fair from a financial point of view to Sailfish and the shareholders of Sailfish; and

(c) Each of Mako US and Mako shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Second Closing Date, and all deliveries contemplated by Section 5.6 shall have been tabled.

5.10 Actions to Satisfy Second Closing Conditions

(a) Sailfish shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of Mako US and/or Mako, to the extent the same are within the control of Sailfish, and take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using commercially reasonable efforts to obtain or cooperate with Mako US and Mako to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(b) Each of Mako US and Mako shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set out in this Article 5 which are for the benefit of Sailfish, to the extent the same are within the control of Mako US and/or Mako, and take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated hereby, including using commercially reasonable efforts to obtain or cooperate with Sailfish to obtain any and all consents, approvals and waivers of any Person required to consummate the transactions contemplated by this Agreement.

(c) Except as otherwise contemplated by this Agreement, each Party shall, at the expense of the requesting Party, use commercially reasonable efforts to cooperate as necessary or in such manner as such other Party may reasonably request in the making of all necessary filings and applications required in order to obtain any consents and make any necessary filings and applications under all applicable Laws required in connection with the transactions contemplated herein.

5.11 TSXV Approvals

(a) Each of Sailfish and Mako shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to promptly obtain their respective TSXV Approval. As promptly as reasonably practicable after the date hereof, each of Sailfish and Mako shall make all necessary or advisable filings, notifications and other submissions required to be made to the Exchange in order to obtain their respective TSXV Approval, and shall promptly respond to any requests made by the Exchange for further information, revised filings or other submissions.

(b) Each of Sailfish and Mako shall use commercially reasonable efforts to provide the other with a reasonable opportunity to review and comment on filings, notifications and other submissions made by either Party to the Exchange in connection with their respective TSXV Approval, and shall consider in good faith all comments provided by the other Party. Each of Sailfish and Mako shall provide the other with copies of all material written communications from the Exchange to such Party and shall keep each other apprised of all discussions and communications between such Party and the Exchange regarding their TSXV Approval.

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(c) Each of Sailfish and Mako shall promptly and from time to time notify the other following receipt of all and any material portion of its TSXV Approval.

5.12 Shareholder Approvals

Each of Sailfish and Mako shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable, as soon as practicable following the execution of this Agreement, to coordinate the calling by each such Party of its respective meeting of shareholders, and complete the mailing of the requisite shareholder materials to its respective shareholders in order to obtain all required shareholder approvals to complete the Second Closing as soon as practicable following the receipt of the respective applicable Exchange approvals.

5.13 Seller Credit Agreement

Sailfish shall (i) refrain from taking, directly or indirectly, any action that would reasonably be expected to result in an Event of Default (as such term is defined in Wexford Credit Agreement) under the Financing Documents, and (ii) give Mako US and Mako prompt notice of any breach or threatened breach of, or Event of Default, anticipated or otherwise, under the Financing Documents.

ARTICLE 6
COVENANTS

6.1 Access

During the Interim Period, including without limitation, as part of the Beneficial Ownership and Property Control, at their own sole risk and expense, each of Mako US, Mako and their Representatives shall (a) have full access to the premises and properties forming the Company Assets; and (b) full access to and the right to inspect the Books and Records, Contracts and other documents and data related to the Company and the Company Assets.

6.2 Prohibited Actions Prior to the Second Closing

Except as (a) may be approved by Mako US in writing, or (b) otherwise expressly permitted, required or contemplated by this Agreement, during the Interim Period, Sailfish shall cause the Company not to (and shall not enter into any Contract with respect to any of the matters contemplated in this Section 6.2):

(a) amend the Constating Documents of the Company;

(b) authorize for issuance, issue, sell, grant, pledge, deliver, transfer or assign, or agree or commit to issue, sell, grant, pledge, deliver, transfer or assign, any membership interest or other form of ownership interest of the Company or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any of the foregoing, or permit any Encumbrance to be imposed on any of the Company Interests;

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(c) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any equity securities of the Company;

(d) acquire by merger or consolidation with, or purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person;

(e) acquire or lease (as lessor or lessee), or enter into any Contract for the acquisition or lease of, any properties (including real property) or assets other than in the Ordinary Course;

(f) sell, transfer, lease, license, assign, pledge, encumber or otherwise dispose of any Company Assets other than in the Ordinary Course;

(g) incur any capital expenditure, individually or in the aggregate, which exceed $50,000;

(h) enter into or renew any Contracts containing, or otherwise subjecting the Company to, any material obligations or restrictions on the operation of the business of the Company following the Second Closing;

(i) terminate, amend or modify any Material Contract, or enter into any new Contract that would be a Material Contract under the definition of Material Contract if entered into prior to the Effective Date;

(j) make any material change in any method of accounting or accounting practice or principle of the Company, other than those required by IFRS or applicable Law;

(k) make or change any material Tax election relating to the income tax classification of the Company, file any material Tax Return other than on a basis materially consistent with past practice, file any amended Tax Return, adopt or change any material accounting method for Tax purposes (unless required by Law), settle any material Tax claim or assessment relating to the Company or surrender any material right to claim a refund for Taxes;

(l) make any loans, advances or capital contributions to, or investments in, any other Person;

(m) create, incur or assume any obligations with respect to any Indebtedness of the Company, or assume, guarantee, endorse or otherwise become liable for any Indebtedness, or guarantee any Indebtedness, of another Person;

(n) do any act or thing or refrain from doing any act or thing that would render or cause any of the representations and warranties of Sailfish to be untrue; or

(o) mortgage, pledge or otherwise Encumber or cause to be Encumbered any Company Assets, other than with respect to Permitted Encumbrances, as applicable.

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6.3 Notice of Certain Events

(a) During the Interim Period, Sailfish will promptly notify Mako US and Mako, in writing, of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or would reasonably be expected to result in, any representation or warranty made by Sailfish in this Agreement not being true and correct in any material respect, or (C) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 5.7 and 5.8 to be satisfied;

(ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(iii) any written notice from any Governmental Body in connection with the transactions contemplated by this Agreement; and

(iv) any Claims commenced or, to the knowledge of Sailfish, threatened against, relating to, involving or otherwise affecting Sailfish, the Company or the business and operations of the Company that, if pending on the Second Closing Date, would have been required to have been disclosed pursuant to this Agreement or that relate to the consummation of the transactions contemplated by this Agreement.

The receipt of information by Mako US and Mako pursuant to this Section 6.3(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sailfish in this Agreement.

(b) During the Interim Period, Mako US and/or Mako, as applicable, will promptly notify Sailfish, in writing, of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has resulted in, or would reasonably be expected to result in, any representation or warranty made by Mako US or Mako in this Agreement not being true and correct in any material respect, or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Sections 5.7 and 5.9 to be satisfied;

(ii) any written notice from any Governmental Body in connection with the transactions contemplated by this Agreement; and

(iii) any Claims commenced or, to the knowledge of Mako US or Mako, threatened against, relating to, involving or otherwise affecting Mako US or Mako that, if pending on the Second Closing Date, would have been required to have been disclosed pursuant to this Section 6.3(b) or that relate to the consummation of the transactions contemplated by this Agreement.

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Sailfish's receipt of information pursuant to this Section 6.3(b) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Mako US or Mako in this Agreement.

6.4 Public Announcements and Confidentiality

(a) Subject to Sections 6.4(b), 6.4(c) and 6.4(d) below, each Party shall keep confidential and not use, reveal, provide or transfer to any other Person any Confidential Information received from any other Party or their respective Representatives without the prior written consent of such other Party, except: (i) to the extent that disclosure is required by Law; (ii) information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement or any other confidentiality agreement to which such Party is a party or of which it has knowledge), as evidenced by generally available documents or publications; and (iii) information that was in such Party's possession before the Effective Date (as evidenced by appropriate written materials) and was not acquired directly or indirectly from any other Party or their respective Representatives. Each Party shall continue to be bound by this Section 6.4(a) until the earlier of the date that is two years after the termination of this Agreement.

(b) No press release, public statement or announcement, or other public disclosure with respect to this Agreement or the transactions contemplated by this Agreement may be made except with the prior written consent and joint approval of Mako and Sailfish, or if required by Law or a Governmental Body. Where the public disclosure is required by Law or a Governmental Body, the Party required to make the public disclosure shall use commercially reasonable efforts to obtain the prior written consent of the other Party as to the form, nature and extent of the disclosure.

(c) The Parties shall be permitted to make any disclosure or filing required by applicable securities Laws and the rules and policies of the Exchange in order to obtain the Sailfish TSXV Approval and the Mako TSXV Approval and the respective requisite shareholder approval by each of Sailfish and Mako. Each Party shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing, and such Party shall give reasonable consideration to any comments made by the other Parties and their outside legal counsel, and if such prior notice is not possible, shall give such notice promptly following the making of such disclosure or filing.

(d) The Parties acknowledges that each of Sailfish and Mako may file this Agreement (with such redactions as may be mutually agreed upon between such parties, each acting reasonably) and a material change report relating thereto on SEDAR+.

6.5 Exclusivity

Neither Sailfish nor any of Sailfish's Representatives shall, at any time from the date hereof until the termination of this Agreement, solicit, encourage, discuss, negotiate or entertain any proposals from or provide financial, operating or any other non-public information to, any party other than Mako US and Mako and their Representatives with respect to the sale to or purchase by any party other than Mako US and Mako (or an Affiliate thereof) of the Company Interests, any of the Company Assets or the business of the Company, in whole or in part, whether directly or indirectly, through a sale of assets or shares, a merger, amalgamation, consolidation or other similar transaction. Sailfish and Sailfish's Representatives shall immediately cease and terminate any existing discussions, conversations, negotiations and other communications with any Persons currently conducted with respect to any of the foregoing, and notify Mako regarding any contact between Sailfish or any of Sailfish's Representatives and any Person regarding any such offer, proposal or inquiry.

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6.6 Tax Matters

(a) Tax Characterization. Each of the Parties acknowledge and agree that, for United States federal, and applicable state and local, income Tax purposes, Mako US's acquisition of Beneficial Ownership and Property Control on the First Closing Date shall be treated as a purchase of the Company Assets by Mako US from Mt. Hamilton Holdings LLC.

(b) Tax Allocation. Sailfish shall cause to be provided to Mako US and Mako Mt. Hamilton Holding LLC's proposed allocation of the purchase price for the Company Interests (plus any assumed liabilities and other relevant items treated as having been paid for the Company Interests) paid by Sailfish, as nominee, agent and bare trustee for Mako US, among Company Assets based on the relative fair market values of such Company Assets (the "Allocation") within 120 days following the Second Closing Date, and Mako US and/or Mako shall respond within 90 days of receipt, providing either (i) its acceptance of such proposed Allocation or (ii) any objections, in which case Mako US and Mako shall also provide its determination of the Allocation and other applicable items. The Allocation shall be revised from time to time, in a manner consistent with the residual method under Section 1060 of the Code, to take into account any increase or decrease to the purchase price on account of any adjustment. Sailfish shall, and shall cause Mt. Hamilton Holding LLC to cooperate with Mako US and/or Mako, as applicable, in preparing, signing and filing all income and other Tax Returns relating to the purchase and sale of the Company Interests.

(c) Tax Returns. In the case of any taxable period that includes (but does not end on) the Second Closing Date (a "Straddle Period"), Mako US shall prepare or cause to be prepared, and file or cause to be filed, any Tax Returns of the Company for such Tax periods ("Straddle Tax Returns") in a manner consistent with past practice and methods unless otherwise required by applicable Law. Mako US shall provide a copy of each such Tax Return to Sailfish for review and comment no later than 30 days prior to the deadline for filing each such Tax Return, taking into account all applicable extensions, and shall in good faith take into account such changes to each such Tax Return as may be reasonably requested by Sailfish. Mako US, as holder of the Beneficial Interest and Property Control, shall be responsible for all Taxes associated with the Company whether or not such Taxes are directly borne by the Company.

(d) Tax Notices. If, after the Second Closing Date, any of Mako US, Mako or the Company receives any notice, letter, correspondence, claim or decree from any Tax Authority relating to any Taxes or Tax Returns for which Sailfish may be responsible (including pursuant to this Agreement) (a "Tax Notice"), Mako US or Mako shall, and shall cause the Company to, deliver, within 10 days of receipt by Mako US and/or Mako, such Tax Notice to Sailfish. The failure of Mako US and/or Mako to provide notice as described above shall not affect the obligations of Mako US and/or Mako under this Agreement, except to the extent Sailfish is prejudiced by their failure to provide the requisite notice.

(e) Transfer Taxes. Mako US shall pay in a timely manner 100% of all local, foreign or other excise, sales, use, value added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar taxes and fees incurred in connection with or, as a result of the execution of, this Agreement, or the consummation of the transactions contemplated hereby, together with any inflation adjustment, interest, additions or penalties with respect thereto and any inflation adjustment or interest with respect to such additions or penalties ("Transfer Taxes"). Mako US shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns or other documentation with respect to such Transfer Taxes, and Sailfish shall cooperate in preparation and filing such documents upon Mako US's reasonable request.

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6.7 Specific Performance

The Parties agree that irreparable harm may occur, for which Damages may not be an adequate remedy at Law, in the event that any of the covenants or agreements of the Parties in this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of any covenant or agreement of this Agreement by a Party, the other applicable Party shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief, specific performance or other equitable relief. Each Party agrees not to object or raise any objection to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law, or to prevent or restrain breaches or threatened breaches of this Agreement by any other Party, and to specifically enforce the terms of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, this Agreement. Such remedies shall not be the exclusive remedies for any breach or threatened breach of any covenant or agreement of this Agreement, but shall be in addition to all other remedies that may be available at Law or equity to each of the Parties and, in the event that injunctive relief, specific performance or other applicable equitable remedy is not available from a court of competent jurisdiction, Damages may be sought by any Party in accordance with the terms of this Agreement.

6.8 Reclamation Bonds

(a) Following the Closing, each Party shall use its commercially reasonable efforts to cooperate with and assist the other Party in effecting the transfer or substitution of such guarantees, letters of credit, bonds, security deposits or other surety obligations and evidence of financial capacity, in each case acceptable to the relevant Governmental Body, as may be necessary to transfer or substitute, as applicable, the Reclamation Bonds (the "Replacement Bonds"), and the procurement of the Replacement Bonds by Mako US.

(b) Within 90 days after the Second Closing, Mako US shall deliver to the applicable Governmental Body duly executed Replacement Bonds, and Mako US shall use its commercially reasonable efforts to cause such agencies to fully and unconditionally Mako and its Affiliates from all obligations relating to the Reclamation Bonds and any liabilities related thereto.

ARTICLE 7
TERMINATION

7.1 Termination Rights

This Agreement may be terminated by notice in writing given at or prior to the Time of Closing:

(a) by mutual written consent of the Parties;

(b) by Mako US and Mako, by written notice to Sailfish, if:

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(i) any of the conditions in Section 5.7 or Section 5.8 have not been satisfied or waived by the Outside Date, except that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available if the failure of such condition to be satisfied was caused by or resulted from Mako US's or Mako's failure to perform, comply with or fulfill any of its obligations or covenants in this Agreement to be performed, complied with or fulfilled prior to the Second Closing, or breach of any of its representations and warranties in this Agreement,

(c) by Sailfish, by written notice to Mako US and Mako, if:

(i) any of the conditions in Section 5.7 or Section 5.9 have not been satisfied or waived by the Outside Date, except that the right to terminate this Agreement under this Section 7.1(c)(i) shall not be available if the failure of such condition to be satisfied was caused by or resulted from Sailfish's failure to perform, comply with or fulfill any of its obligations or covenants in this Agreement to be performed, complied with or fulfilled prior to the Second Closing, or breach of any of its representations and warranties in this Agreement;

(d) by Mako US and Mako or Sailfish in the event that (i) there shall be any Law that makes the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Body shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement, and such Order shall have become final and non-appealable; or

(e) by Mako or Sailfish in the event that either Sailfish or Mako, following the use of commercial best efforts to do so, fails to obtain the required shareholder and/or regulatory approvals to close the transfer of the Registered Ownership from Sailfish to Mako, which event shall trigger Fallback Sale. 

7.2 Termination Procedure

(a) If this Agreement is terminated pursuant to Section 7.1:

(i) all information, documents or other materials received by Sailfish from Mako US and/or Mako, or by Mako US and/or Mako from Sailfish shall be treated as Confidential Information;

(ii) any filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the Governmental Body or other Person to which made; and

(iii) the obligations provided for in this Section 7.2(a) shall survive any such termination.

(b) If this Agreement is terminated pursuant to Section 7.1(a), this Agreement shall after such termination have no further force and effect and there shall be no liability or obligation hereunder on the part of either Party except that:

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(i) this Article 7, Section 6.4(a), Section 6.7 and Article 8 shall survive such termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof; and

(ii) nothing in this Article 7 will relieve any Party from liability for willful breaches of this Agreement.

(c) If this Agreement is terminated pursuant to Section 7.1(e) (a "Fallback Sale"):

(i) Mako US and Mako irrevocably directs Sailfish, as its nominee, agent and bare trustee, to transfer the entirety of the Company Interests to Wexford, or a United States subsidiary of Wexford, upon satisfaction of the purchase price therefor payable by Wexford or its United States subsidiary to Mako US equal to the $40,000,000 principal, plus any interest and other amounts outstanding under the Wexford Credit Agreement (the "Fallback Purchase Price");

(ii) Mako US and Mako shall jointly direct Wexford, or its United States subsidiary as applicable, to pay that portion of the aggregate Fallback Purchase Price to Sailfish in full satisfaction of their respective repayment obligations to Sailfish, being the repayment by Mako to Sailfish of the Stream Purchase Amount (the "Stream Repayment"), and Sailfish shall irrevocably accept the Stream Repayment in full and final satisfaction of all Mako's obligations under the Gold Purchase Agreement, and the Gold Purchase Agreement shall automatically terminate and be rescinded, ab initio, and have no further force or effect under the terms thereof;

(iii) that portion of the Fallback Purchase Price paid to Sailfish that exceeds the amount of the Stream Repayment shall represent the fee payable to Sailfish for acting as nominee, agent and bare trustee for and on behalf of Mako US under the terms of this Agreement (the "Agency Fee"), and Sailfish shall irrevocably accept such payment in full and final satisfaction of all obligations of Mako and  Mako US, as applicable, to Sailfish in respect of its role as nominee, agent and bare trustee for and on behalf of Mako US under the terms of this Agreement;

(iv) immediately after the conclusion of step (iii) above, Sailfish shall cease to act as nominee, agent and bare trustee for and on behalf of Mako US;

(v) Sailfish shall use the aggregate amount of the Stream Repayment and the Agency Fee to set-off all amounts owing by Sailfish to Wexford and the Lenders under the Wexford Credit Agreement in full and final satisfaction of all Sailfish's obligations under the terms of the Wexford Credit Agreement; and

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(vi) each of the Parties will execute any and all necessary instruments, certificates, directions, agreements and other documents as may be reasonably required to effect the foregoing,

and the parties agree to act expeditiously to complete each of the above-noted steps promptly upon notice by either party that it has failed to obtain the requisite shareholder and/or regulatory approvals to close the transfer of the Registered Ownership from Sailfish to Mako, and the Fallback Sale shall be completed as soon as reasonably practicable.

ARTICLE 8
SURVIVAL AND INDEMNIFICATION

8.1 Survival of Representations, Warranties and Covenants of Sailfish

The representations and warranties of Sailfish contained in this Agreement shall survive the Second Closing until the date that is 24 months following the Second Closing Date and, notwithstanding the Second Closing, shall continue in full force and effect for the benefit of Mako during such period, except that:

(a) the Sailfish Fundamental Representations shall survive and continue in full force and effect until the expiration of applicable limitation periods imposed by applicable Law; and

(b) a Claim for any breach of any of the representations and warranties of Sailfish contained in this Agreement involving fraud, willful misconduct or intentional misrepresentation may be made at any time following the Second Closing Date.

Each covenant, obligation or agreement of Sailfish which, by its terms, contemplates performance, in whole or in part, after the Second Closing, shall survive the Second Closing until the full performance of such covenant, obligation or agreement.

8.2 Survival of Representations, Warranties and Covenants of Mako US and Mako

The representations and warranties of Mako US and Mako contained in this Agreement shall survive the Second Closing until the date that is 24 months following the Second Closing Date and, notwithstanding the Second Closing, shall continue in full force and effect for the benefit of Sailfish during such period, except that:

(a) the Mako Fundamental Representations shall survive and continue in full force and effect until the expiration of applicable limitation periods imposed by applicable Law; and

(b) a Claim for any breach of any of the representations and warranties of Mako US and/or Mako contained in this Agreement involving fraud, willful misconduct or intentional misrepresentation may be made at any time following the Second Closing Date.

Each covenant, obligation or agreement of Mako US and/or Mako which, by its terms, contemplates performance, in whole or in part, after the Second Closing, shall survive the Second Closing until the full performance of such covenant, obligation or agreement.

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8.3 Indemnification by Seller

Subject to the limitations set out elsewhere in this Article 8, Sailfish shall indemnify and save harmless each of Mako US and Mako from and against all Damages suffered or incurred by Mako US and/or Mako as a result of, or arising directly or indirectly out of, or in connection with:

(a) any inaccuracy or breach by Sailfish of any representation or warranty of Sailfish contained in this Agreement; and

(b) any breach or non-performance by Sailfish of any covenant contained in this Agreement.

8.4 Indemnification by Mako US and/or Mako

Subject to the limitations set out elsewhere in this Article 8, Mako US and Mako shall indemnify and save harmless Sailfish from and against all Damages suffered or incurred by Sailfish as a result of or arising directly or indirectly out of or in connection with:

(a) any inaccuracy or breach by Mako US and/or Mako of any representation or warranty of Mako US and/or Mako, respectively, contained in this Agreement; and

(b) any breach or non-performance by Mako US and/or Mako, respectively, of any covenant contained in this Agreement;

(c) Sailfish, as nominee, agent and bare trustee, holding the Registered Ownership during the Interim Period; and

(d) Sailfish, as nominee, agent and bare trustee, taking any such action as directed by Mako US and/or Mako.

8.5 Limitations on Indemnification

(a) Notice of any Claim under this Article 8 based on any inaccuracy or breach of a representation or warranty must be given prior to the expiration of the applicable survival period related to the representation and warranty as set forth in Section 8.1 or 8.2, as the case may be, and any Claim not made within such period shall be of no force or effect and shall not give rise to any obligation of the Indemnifying Party to indemnify or save harmless any Indemnified Party. Notwithstanding the foregoing, if, before the close of business on the last day of the applicable claims period set forth above, an Indemnifying Party shall have been notified in writing of a Claim for indemnity under this Agreement in accordance with the terms of this Agreement, and such Claim shall not have been finally resolved or disposed of at such date, such Claim shall continue to survive and shall remain a basis for indemnity under this Agreement until such Claim is finally resolved or disposed of in accordance with the terms of this Agreement.

(b) No Damages may be recovered from any Indemnifying Party for indemnification with respect to Claims under Section 8.3(a) or Section 8.4(a), as the case may be, unless and until the accumulated aggregate amount of Damages of the Indemnified Parties, arising pursuant to Section 8.3(a) or Section 8.4(a), as the case may be, exceeds $100,000 (the "Basket") in which event the accumulated aggregate amount of all such Damages may be recovered up to the Indemnification Cap. The aggregate amount that all Indemnified Parties under Section 8.3 or Section 8.4, as the case may be, shall be entitled to claim under the indemnities contained in Section 8.3(a) or Section 8.4(a), as the case may be, shall not, in the aggregate, exceed $6,000,000 (the "Indemnification Cap"); provided that, solely in cases of breaches of the Sailfish Fundamental Representations, the Mako Fundamental Representations or Claims involving fraud, gross negligence or wilful misconduct, the Basket shall not apply and the Indemnification Cap will be increased up to, but in no event in excess of, the Stream Purchase Amount.

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(c) If an Indemnified Party receives insurance proceeds with respect to a Claim for which such Indemnified Party has been indemnified pursuant to this Article 8, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the lesser of:

(i) the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Article 8 with respect to such Claim; and

(ii) the amount of the insurance proceeds received by the Indemnified Party with respect to such Claim (net of any costs of collection and retrospective premium adjustments, premium increases and similar charges actually paid by the Indemnified Party to the applicable insurer(s) to the extent that such costs and other charges relate to such Claim).

8.6 Notice of Claim

(a) A Party that may be entitled to make a claim for indemnification (an "Indemnification Claim") under this Agreement (the "Indemnified Party") shall give written notification to each other Party (each the "Indemnifying Party") of such Indemnification Claim (a "Notice of Claim") promptly upon becoming aware of the Indemnification Claim, but in no event later than the relevant date, if any, specified in Section 8.1 or 8.2, as the case may be. The Notice of Claim shall specify whether the Indemnification Claim arises as a result of a Claim by a third party against the Indemnified Party (a "Third Party Claim") or whether the Indemnification Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity, to the extent that the information is available, the factual basis for the Indemnification Claim and the amount of the Indemnification Claim.

(b) If an Indemnified Party fails to provide the Indemnifying Party with a Notice of Claim promptly as required by Section 8.6(a), the Indemnifying Party shall be relieved of the obligation to pay damages to the extent it can show that it was materially prejudiced in its defence of the Indemnification Claim or in proceeding against a third party who would have been liable to it but for the fact of the delay, but the failure to provide such Notice of Claim promptly shall not otherwise release the Indemnifying Party from its obligations under this Article 8.

(c) If the date by which a Notice of Claim must be given as set out in Section 8.1 or 8.2, as applicable, in respect of a breach of representation and warranty has passed without any Notice of Claim having been given to the Indemnifying Party, then the related Claim shall be forever extinguished, notwithstanding that by the date specified in Section 8.1 or 8.2, as applicable, the Indemnified Party did not know, and in the exercise of reasonable care could not have known, of the existence of the Indemnification Claim.

8.7 Direct Claims

With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Indemnification Claim, the Indemnifying Party shall have 45 days to make such investigation of the Indemnification Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Indemnification Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties agree at or prior to the expiration of such 45-day period (or any mutually agreed upon extension of such period) to the validity and amount of such Indemnification Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Indemnification Claim, failing which the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

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8.8 Third Party Claims

(a) Subject to Section 8.8(d), upon receiving a Notice of Claim, the Indemnifying Party may participate in the investigation and defence of the Third Party Claim, and may also elect to assume the investigation and defence of the Third Party Claim with counsel satisfactory to the Indemnified Party, acting reasonably; provided that the Indemnifying Party shall not have the right to assume such investigation and defense, and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the Third Party Claim involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party shall cooperate in good faith in any such defense. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof.

(b) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within 20 days of the Indemnifying Party's receipt of the Notice of Claim.

(c) Subject to Section 8.8(d), if the Indemnifying Party assumes the investigation and defence of a Third Party Claim:

(i) the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim;

(ii) the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and

(iii) if the Indemnifying Party thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such defense and the Indemnifying party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.

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(d) Where the named parties to any Third Party Claim include the Indemnified Party as well as the Indemnifying Party and the Indemnified Party determines in good faith, based on advice from its legal counsel, that joint representation would be inappropriate due to the actual or potential differing interests between them or there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and the Indemnified Party notifies the Indemnifying Party in writing that it elects to retain separate counsel, the Indemnifying Party shall not have the right to assume the defence of such Third Party Claim on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel of the Indemnified Party.

(e) If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party will not be bound by any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld or delayed).

(f) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of a Third Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, unless:

(i) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement and the Indemnifying Party agrees to timely pay such amount in full;

(ii) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim; and

(iii) in the case of a Third Party Claim related to Taxes, the terms of the compromise or settlement would not reasonably be expected to cause a material increase in the Tax liability of the Indemnified Party and its affiliates for a taxable period ending after the Second Closing Date.

8.9 Materiality

For the sole purpose of calculating the amount of any Damages that are the subject of a Claim for indemnification under Section 8.3(a) or Section 8.4(a) (and not for determining whether or not any breaches of representations or warranties have occurred), any reference to "materiality", "Material Adverse Effect", or other similar qualification or limitation in any representation or warranty applicable to such Claim will be disregarded.

8.10 Right to Recovery and Offset

No amounts will be payable pursuant to any Claim pursuant to this Article 8 unless and until the earlier of such time as such amounts have been (a) agreed to in writing by the Indemnifying Party, or (b) finally adjudicated to be payable and non-appealable by a court of competent jurisdiction. Once an ascertained amount of any Damages is agreed to by the Indemnifying Party, or finally adjudicated to be payable and non-appealable by a court of competent jurisdiction, as the case may be, pursuant to this Article 8, the Indemnifying Party will satisfy its obligations within five Business Days of such written agreement of the Indemnifying Party or final, non-appealable adjudication, as the case may be, by wire transfer of immediately available funds.

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8.11 Duty to Mitigate

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to take reasonable steps to mitigate any loss which it may suffer or incur by reason of the breach or failure to perform of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall take all reasonable steps to enforce such recovery, settlement or payment and the amount of any Damages of the Indemnified Party will be reduced by the amount actually recovered by the Indemnified Party (net of collection expenses).

8.12 Adjustment to Purchase Price

Any payment made by Sailfish as an Indemnifying Party to Mako US and/or Mako pursuant to Article 8 will constitute a dollar-for-dollar decrease in the Stream Purchase Amount, and any payment made by Mako US and/or Mako as an Indemnifying Party to Sailfish pursuant to Article 8 will constitute a dollar-for-dollar increase in the Stream Purchase Amount.

8.13 Exclusivity

Except as provided in Section 8.11, neither Party may make any Claim for Damages in respect of this Agreement, or in respect of any breach or termination of this Agreement, against the other Party except by making a Claim pursuant to and in accordance with Article 8. The provisions of this Section 8.13 and Article 8 shall survive the termination of this Agreement.

ARTICLE 9
MISCELLANEOUS

9.1 Notices

(a) Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered in person, transmitted by email or similar means of recorded electronic communication or sent by registered mail or commercial delivery service, charges prepaid, addressed as follows:

(i) if to Sailfish:

Sailfish Royalty Corp.
Sea Meadow House, P.O. Box 116 Road Town,
Tortola British Virgin Islands VG1110

Attention: [REDACTED]
Email: [REDACTED]

(ii) if to Mako US and/or Mako:

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Mako Mining Corp.
838 West Hasting Street, Suite 700
Vancouver, British Columbia V6C 0A6

Attention: [REDACTED]
Email: [REDACTED]

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed or delivered, on the third Business Day following the date of mailing or the date of deposit with the delivery service; provided, however, that if at the time of mailing or within three Business Days after the date of mailing, there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication under this Agreement shall be delivered or transmitted by means of recorded electronic communication as provided in this Section 9.1.

(c) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 9.1.

9.2 Further Assurances

Each Party shall, upon any reasonable request of another Party, promptly do, execute, deliver or cause to be done, executed and delivered, at the expense of the requesting Party, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

9.3 Time of the Essence

Time is of the essence in this Agreement.

9.4 Expenses

Except as otherwise expressly provided in this Agreement, each Party shall pay for its own costs and expenses incurred in connection with this Agreement and any transactions contemplated by this Agreement. The fees and expenses referred to in this Section 9.4 are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, financial advisors and accountants.

9.5 Amendments

No amendment of this Agreement shall be binding on any Party unless consented to in writing by all Parties.

9.6 Waiver

No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar) of this Agreement. No waiver shall be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement shall not operate as a waiver of that right. A single or partial exercise of any right shall not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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9.7 Entire Agreement

This Agreement and the Gold Purchase Agreement constitute the entire agreement of the Parties with respect to the transactions contemplated by this Agreement, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions, including, without limitation, the Term Sheet and the Original Agreement. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set out in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

9.8 Assignment

(a) Subject to Section 9.8(b), no Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Parties.

(b) Either Mako and/or Mako US may assign this Agreement to a wholly-owned Affiliate (a "Permitted Transferee") without the consent of Sailfish, provided that:

(i) Mako US and/or Mako provides notice to Sailfish of the assignment to the Permitted Transferee at least five (5) Business Days prior to the Second Closing Date;

(ii) Mako US and/or Mako causes the Permitted Transferee to assume, and the Permitted Transferee assumes, all of Mako's covenants, obligations and liabilities under this Agreement;

(iii) the assignment to the Permitted Transferee shall not relieve Mako US and/or Mako of its obligations under this Agreement and Mako shall remain fully liable for the performance of this Agreement by the Permitted Transferee; and

(iv) Mako US and/or Mako causes the Permitted Transferee to enter into an assignment and assumption agreement reflecting (ii) and (iii). 

9.9 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors and permitted assigns.

9.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

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9.11 Governing Law

This Agreement is governed by and shall be interpreted and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

9.12 Counterparts

This Agreement may be executed by the Parties in any number of counterparts, each of which is deemed to be an original, and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page by email or other electronic means (including via DocuSign) shall be as effective as delivery of a manually executed counterpart of this Agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first written above.

  MAKO US CORP.
   
   
  (signed) “Ezequiel Sirotinsky”
  Name:  Ezequiel Sirotinsky
  Title:    Chief Financial Officer
   
   
  MAKO MINING CORP.
 
   
by (signed) "Ezequiel Sirotinsky"
   Name: Ezequiel Sirotinsky
   Title:   Chief Financial Officer and Corporate Secretary
     

  SAILFISH ROYALTY CORP.
 
 
by (signed) "Walter Reich"
  Name: Walter Reich
  Title:    Director


TERMINATION AGREEMENT AND ACKNOWLEDGEMENT

THIS TERMINATION AGREEMENT AND ACKNOWLEDGEMENT (this "Agreement"), dated as of February 14, 2026 (the "Effective Date") and is:

BETWEEN:

MAKO MINING CORP. ("Mako")

AND:

MAKO US CORP. ("Mako US")

AND:

SAILFISH ROYALTY CORP. ("Sailfish")

(collectively the "Parties" and each a "Party")

WHEREAS

A. on November 26, 2025, the Parties agreed to enter into a royalty agreement pursuant to which, among other things, Mako US agreed to grant to Sailfish a 2% net smelter returns royalty in respect of the Mt. Hamilton Project located in Nevada, USA (the "Royalty Agreement"); and

B. the Parties wish to acknowledge and further clarify that the Royalty Agreement was never in force or effect and the Royalty Agreement is hereby terminated on the terms and conditions set out below.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. TERMINATION AND ACKNOWLEDGEMENT

As of the Effective Date, Sailfish agrees that the Royalty Agreement is hereby terminated and acknowledges the receipt of an aggregate of [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] from Mako US as consideration therefore. The Parties hereby acknowledge that the Royalty Agreement was never in force or effect and no further act or formality shall be required in connection with the foregoing.

2. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Parties that such Party has the right, power, legal capacity, and authority to enter into and to perform its obligations under this Agreement. This Agreement constitutes a valid, legal, and binding obligation of such Party in accordance with its terms, and any approvals or consents of any other persons or entities necessary in connection with this Agreement have been obtained. The execution, delivery, performance and consummation of this Agreement do not and will not violate, conflict with or constitute a default under (i) any term or provision of any governing document of such Party, (ii) any agreement to which such Party is a party, or (iii) to such Party's knowledge, any law applicable to such Party.

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3. ENUREMENT; GOVERNING LAW

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

4. INDEPENDENT LEGAL ADVICE

Each Party acknowledges and represents that it has been provided with and availed itself to the extent deemed necessary of an opportunity to consult with legal and other professional counsel with respect to this Agreement and each such Party has reviewed this Agreement in its entirety and fully understands all the provisions of this Agreement.

5. COUNTERPARTS

This Agreement may be executed in counterparts and by electronic means, each of which when so executed shall be deemed to be an original and the counterparts together shall constitute one and the same instrument and, notwithstanding the date of their execution, shall be deemed to be effective as of the Effective Date.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

MAKO MINING CORP.  
     
     
Per: (signed) "Ezequiel Sirotinsky"  
  Name: Ezequiel Sirotinsky
Title: Chief Financial Officer and Corporate Secretary		  
     
     
MAKO US CORP.  
     
Per: (signed) "Ezequiel Sirotinsky"  
  Name: Ezequiel Sirotinsky
Title: Chief Financial Officer		  
     
     
SAILFISH ROYALTY CORP.  
     
     
Per: (signed) "Walter Reich"  
  Name: Walter Reich
Title: Director		  


February 18, 2026

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Announces Amended and Restated Definitive Agreements for Restructure of Mt. Hamilton Acquisition Consideration and Filing of Supplement to Management Information Circular

Mako Mining Corp. ("Mako" or the "Company") (TSXV: MKO; OTCQX: MAKOF)                announces that, in connection with its previously announced acquisition (the "Mt. Hamilton Acquisition") of 100% of the membership interests of Mt. Hamilton LLC, the owner of the Mt. Hamilton project in Nevada, USA (the "Mt. Hamilton Project"), from Sailfish Royalty Corp. ("Sailfish) (see Mako news releases dated September 30, 2025 and November 26, 2025), effective as of today's date, the parties have entered into an amendment and restatement (the "Amended Purchase Agreement") of the purchase and sale agreement of November 26, 2025, an amendment and restatement (the "Amended Gold Purchase Agreement") of the gold purchase agreement dated November 26, 2025, and a termination (the "Royalty Termination Agreement") of the royalty agreement (the "Royalty Agreement") dated November 26, 2025 proposing the grant of a 2% net smelter returns royalty (the "Royalty") on the Mt. Hamiton Project to Sailfish. The amendments have been made in order to preserve maximum flexibility for Mako to develop the Mt. Hamilton Project and derisk the impact of encumbrances over potential future development scenarios more broadly (see Mako news release dated January 9, 2026).

Mt. Hamilton Acquisition

As further described in the management information circular of Mako dated December 23, 2025 (the "Circular") previously mailed to shareholders, the transfer of beneficial ownership and control of the Mt. Hamilton Project from Sailfish to Mako US Corp. ("Mako US") was effected concurrent with the closing of Sailfish's acquisition of 100% of the membership interests of Mt. Hamilton LLC from previous owner Mt. Hamilton Holding LLC on November 26, 2025. Concurrently, the Company, Mako US and Sailfish entered into the original purchase and sale agreement, the original gold purchase agreement and the Royalty Agreement (the "First Closing Date"), and Sailfish assigned and transferred to Mako US beneficial ownership of the membership interests in Mt. Hamilton LLC and control of the Mt. Hamilton Project effective November 26, 2025. During the interim period of time between the First Closing Date and the anticipated completion of the transfer of the registered legal ownership of the membership interests by Sailfish to Mako US (the "Closing"), following and subject to receipt of all applicable shareholder approvals and final approval of the TSX Venture Exchange ("TSXV") by each of Mako and Sailfish, Sailfish has agreed to hold the legal registered ownership of the Mt. Hamilton Project as nominee, agent and bare trustee for and on behalf of Mako US. The outside date for Closing is March 16, 2026, or such other date as may be agreed in writing by the parties.

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Amended Purchase Agreement

The Amended Purchase Agreement reflects the elimination of the proposed grant of the Royalty on the Mt. Hamilton Project to Sailfish, and the removal of the Mt. Hamilton Project from the secured corporate level gold stream proposed to be granted to Sailfish, subject to and conditional on Closing, and, in lieu of the elimination of the Royalty, proposes the grant of an additional secured corporate level gold steam for a term of 72 months following the initial 60-month gold stream under the terms of the Amended Gold Purchase Agreement, as further detailed below. No substantive changes have been made to the representations, warranties, covenants, termination provisions and fallback sale provisions contemplated under the original purchase and sale agreement other than in relation to removing the Royalty.

Amended Gold Purchase Agreement

As contemplated under the original gold purchase agreement, the Amended Gold Purchase Agreement proposes that the Company will agree to sell to Sailfish an amount of refined gold, from any of its projects, other than the Mt. Hamilton Project, during the initial 60-month stream term (the "Initial Stream Term"), equal to 341.7 troy ounces per month, subject to adjustment to ensure that the amount of refined gold per month will not be (the "Adjustment Formula"): (i) less than the equivalent of US$738,000 (after deduction of the acquisition price paid by Sailfish to the Company in accordance with the stream gold price), which is equivalent to US$2,700/oz Refined Gold; and (ii) more than the equivalent of US$1,011,333.33 (after deduction of the acquisition price paid by Sailfish to the Company in accordance with the stream gold price), which is equivalent to US$3,700/oz refined gold free and clear of any and all encumbrances. The amount of payable gold for each monthly delivery during the Initial Steam Term will be adjusted upward or downward based on the application of the Adjustment Formula.

The Amended Gold Purchase Agreement also provides for an additional gold stream for a term of 72 months (the "Additional Stream Term"), during which the Company proposes to sell to Sailfish an amount of refined gold from any of its projects, other than the Mt. Hamilton Project, equal to 100 troy ounces per month, not subject to the Adjustment Formula, free and clear of any and all encumbrances.

As contemplated under the original gold purchase agreement, for each ounce of deliverable gold, Sailfish will pay to the Company 20% of the London p.m. fixed price for refined gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) on the date of delivery of such deliverable gold.  Mako also continues to have the right to source monthly mineral deliveries under each stream by way of the purchase of gold credits or by way of the delivery of gold equivalent ounces.

The obligations under the Amended Gold Purchase Agreement will take effect and commence upon and subject to Closing, at which time the Initial Stream Term will commence, and the Additional Stream Term will not commence until following satisfaction of the Initial Stream Term.

The amended stream will be secured against all present and after-acquired property of Mako, in addition to specific guarantees and pledges relating to an encumbrance by Sailfish over the Mt. Hamilton Project. The deemed purchase price of the amended gold stream is US$40 million (comprised of US$33 million for the Initial Stream Term and US$7 million for the Additional Stream Term), with such deemed purchase price satisfied through the transfer of legal title to Mt. Hamilton LLC from Sailfish to Mako.

If Closing does not occur, the Amended Gold Purchase Agreement shall terminate ab initio and the secured gold stream will never come into force or effect.

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Board Recommendation

The Board of Directors of Mako, acting on the unanimous recommendation of the Special Committee of the Board, has unanimously determined (with Messrs. Leisman, Lalani and Jacobi abstaining from voting) that the Mt. Hamilton Acquisition, as amended by the terms of the Amended Purchase Agreement and the Amended Gold Purchase Agreement, is in the best interests of Mako. The Board unanimously approved the amendment to the consideration structure, as reflected in the amended and restated definitive agreements, and re-affirms its recommendation that Mako shareholders vote FOR the Mt. Hamilton Acquisition at Meeting (See Time and Place of Postponed Meeting below).


Management Information Circular Supplement

Mako has filed on SEDAR+ and on its website a supplement (the "Supplement") to its management information circular dated December 23, 2025 (the "Circular"), which describes the amendments to the form of consideration being paid to Sailfish under the terms of the Amended Purchase Agreement and the Amended Gold Purchase Agreement, provides supplemental background information related to the amendments and the reasons of the Special Committee for its recommendation to the Board, as well as other important information. A copy of an updated fairness opinion received by the Special Committee from its financial advisor, Stifel Nicolaus Canada Inc., regarding the fairness, from a financial point of view, to the Mako shareholders of the revised consideration payable to Sailfish under the Mt. Hamilton Transaction is included in the Supplement. The Supplement is now available under Mako's profile on SEDAR+ at www.sedarplus.ca , on Mako's website at www.makominingcorp.com, and will also be mailed to shareholders of record as of January 2, 2026.

The Mt. Hamilton Acquisition remains subject to the same closing conditions as previously contemplated, including the receipt of requisite shareholder approval by each of Mako and Sailfish and the final approval of the TSXV, who has conditionally approved the Mt. Hamilton Acquisition, including the grant of the amended gold stream, as more fully described in the Circular previously mailed to shareholder, and in the Supplement. 

Time and Place of Postponed Meeting

The special meeting of shareholders of Mako will be held in person only at 10:00 a.m. (Toronto time) on March 3, 2026 (the "Meeting"), at 40 Temperance Street, Bay Adelaide Centre - North Tower, Suite 3200, Cassels Boardroom, Toronto, ON M5H 0B4.

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Record Date

The record date for the Meeting remains the close of business on January 2, 2026, as set forth in the Circular.

Revised Mt. Hamilton Acquisition Resolution

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a varied ordinary resolution approving the Mt. Hamilton Acquisition, including the amended gold stream (but no longer including the Royalty), as more particular described in the Supplement. The revised Mt. Hamilton Acquisition Resolution on which shareholders are now being asked to vote at the Meeting is set forth in Schedule "B" to the Supplement (the "Revised Mt. Hamilton Resolution").

Previously Mail Form of Proxy and Voting Information Form

The form of proxy previously mailed to shareholders confers discretionary authority upon the designated persons named in the form as proxyholders with respect to any amendments or variations to any matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. At the date hereof, except as described in the Supplement, management is not aware of any other amendments, variations, or other matters to come before the Meeting.

How to Vote Your Shares

If you are a Registered Shareholder and have already voted your common shares, and you do not wish to change your vote:

You need not take any further action to vote your common shares in respect of the Revised Mt. Hamilton Acquisition Resolution as your previously submitted proxy or voting information form, as applicable, will be deemed to be your vote on the Revised Mt. Hamilton Acquisition Resolution.

If you are not a Registered Shareholder, but rather a Beneficial Shareholder hold your shares through an Intermediary, such as a securities dealer, broker, bank, trust company or other nominee and have already voted your common shares, and you do not wish to change your vote:

You need not take any further action to vote your common shares in respect of the revised Mt. Hamilton Acquisition Resolution as your previously submitted proxy or voting information form, as applicable, will be deemed to be your vote on the Revised Mt. Hamilton Acquisition Resolution.

If you have not yet voted your common shares, or you wish to change your vote, please follow the instructions contained in the Supplement and/or in the form of proxy or voting information form.

Revocation of Proxies

Any Registered Shareholder who has already returned a proxy, and wishes to change their vote, may revoke their prior proxy at any time before the commencement of the Meeting.

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A Registered Shareholder, his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including submitting a proxy bearing a later date, or by any other means allowable by law.

A proxy can be submitted to Computershare Investor Services Inc. either in person, or by mail or courier, to 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, by telephone by calling 1-866-732-VOTE (8683), International 1-312-588-4290, by Fax at 1-416-263-9524, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 10:00 a.m. (Toronto Time) on February 27, 2026, or not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of any adjourned or postponed meeting. If a shareholder who has submitted a proxy attends the Meeting in person, any votes cast by such shareholder on a ballot or poll will be counted and the submitted proxy will be disregarded.

Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders must change their voting instructions in sufficient time in advance of the Meeting by contacting Computershare or their broker or other intermediary to arrange to change their voting instructions.

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 aleisman@makominingcorp.com, 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.

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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 intention to hold the Meeting at 10:00 am on March 3, 2026, the timing for mailing the Supplement to shareholders; the conditions to Closing, including receipt of approval by Mako shareholders and the approval of the TSXV to complete of the Acquisition. 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 risks include the Company or Sailfish not obtaining the requisite shareholder and regulatory approval required to complete the Mt. Hamilton Acquisition in a timely manner or at all, and Mako remaining responsible for the interim period costs, expenses and liabilities in connection with the Mt. Hamilton Project prior to obtaining all required approvals and Closing; changes in market conditions and the execution of Mako's business strategies; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca. 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.

TABLE OF CONTENTS

1.0  EXECUTIVE SUMMARY (ITEM 1) 1
       
  1.1 Property Description and Ownership 1
  1.2 Exploration and Mining History  2
  1.3 Geology and Mineralization  2
  1.4 Metallurgical Testing and Mineral Processing 3
  1.5 Mineral Resource Estimate  4
  1.6 Mineral Reserve Estimates and Mining Methods 7
  1.7 Processing  8
  1.8 Project Infrastructure  9
  1.9 Environmental and Social Impact 10
  1.10 Capital and Operating Costs  10
  1.11 Conclusions, Interpretations, and Recommendations 11
     
2.0  INTRODUCTION AND TERMS OF REFERENCE (ITEM 2) 12
       
  2.1 Project Scope and Terms of Reference  13
  2.2 Qualified Persons and Site Visits  15
  2.3 Frequently Used Acronyms, Abbreviations, Definitions, and Units of Measure 17
     
3.0  RELIANCE ON OTHER EXPERTS (ITEM 3) 20
     
4.0  PROPERTY DESCRIPTION AND LOCATION (ITEM 4) 21
       
  4.1 Location and Land Area 21
  4.2 Mineral Title 24
  4.3 Agreements and Encumbrances 28
  4.4 Environmental Liabilities 30
  4.5 Environmental Permitting 31
     
5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY (ITEM 5) 33
       
  5.1 Access to Property  33
  5.2 Climate 33
  5.3 Physiography 34
  5.4 Local Resources and Infrastructure  34

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6.0 HISTORY (ITEM 6)  35
       
  6.1 Modern-Era Exploration History  38
    6.1.1 1996-1997 Western Mining Corporation  38
    6.1.2 1997-2006 Resources and Mining S.A.  38
    6.1.3 2003 Pila Gold Ltd 38
    6.1.4 2006-2009 Condor Gold Plc.  38
    6.1.5 2009-2018 Golden Reign Resources, Ltd. 39
  6.2 Historical Mineral Resource Estimates 39
    6.2.1 1948 Peale Historical Estimate, San Albino and Arras 39
    6.2.2 2008 Arras Mine Historical Resource Estimate 40
    6.2.3 San Albino 2013 Historical Resource Estimate, P & E Consultants, Inc.  40
    6.2.4 2015 San Albino Historical Resource Estimate, P & E Consultants, Inc.  41
  6.3 Historical Production  43
  6.4 Production by Mako, 2021 to 2023 43
     
7.0 GEOLOGIC SETTING AND MINERALIZATION (ITEM 7) 44
       
  7.1 Regional Geologic Setting  44
  7.2 Property and Project Area Geology  46
  7.3 Mineralization  48
    7.3.1 San Albino Deposit  49
    7.3.2 Las Conchitas Deposit  54
     
8.0 DEPOSIT TYPES (ITEM 8) 57
     
9.0 EXPLORATION (ITEM 9) 60
       
  9.1 San Albino-Murra Concession 60
    9.1.1 San Albino-Murra Concession Mapping and Surface Sampling  60
    9.1.2 San Albino-Murra Concession Underground Sampling  62
    9.1.3 San Albino-Murra Concession, San Albino and Las Conchitas Area Drilling  62
  9.2 El Jicaro Concession  63
  9.3 Potrerillos Concession  63
  9.4 La Segoviana Concession  63
     
10.0 DRILLING (ITEM 10)  64
       
  10.1 Summary  64
  10.2 Historical Drilling  65
    10.2.1 Historical Drilling by Western Mining Corporation  65
    10.2.2 Historical Drilling by Resources and Mining S.A.  66
    10.2.3 Historical Drilling by Condor Gold Plc.  66

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  10.3  Mako Mining Corp. Drilling - San Albino and Las Conchitas Deposit Areas 66
    10.3.1  San Albino 66
      10.3.1.1 San Albino Norte 69
    10.3.2 Las Conchitas Area  70
  10.4  Mako Mining Corp. Drilling - El Jicaro Concession  72
  10.5  Mako Mining Corp. Drilling - Potrerillos Concession 73
  10.6  Mako Mining Corp. Drilling - La Segoviana Concession  73
  10.7 Drillhole Collar Surveys  75
  10.8 Downhole Surveys  76
    10.8.1 Magnetic Declination 76
  10.9 Summary Statement  76
     
11.0  SAMPLE PREPARATION, ANALYSIS, AND SECURITY (ITEM 11) 77
     
  11.1 Sample Preparation  77
    11.1.1  Channel Samples of Exploration Pits and Trenches  77
    11.1.2 Reverse Circulation Drilling Samples  78
    11.1.3 Core Drilling Samples 78
    11.1.4 Sample Security  79
  11.2 Sample Analysis 79
  11.3 Quality Assurance/Quality Control 81
    11.3.1 Historical Operators' Quality Assurance/Quality Control  81
    11.3.2 Authorship of QA/QC Evaluations 82
    11.3.3 QA/QC Materials and Methods of Evaluation 82
      11.3.3.1 Standards 82
      11.3.3.2 Duplicates 82
    11.3.4  San Albino QA/QC 2010 - 2020  83
      11.3.4.1 San Albino Project Channel Samples  83
        11.3.4.1.1 Blanks Inserted with Channel Samples 83
        11.3.4.1.2 Channel Sample Standards 84
        11.3.4.1.3 Channel Sample Duplicates  85
      11.3.4.2  San Albino Project Blanks in Drill Samples  86
      11.3.4.3  San Albino Project Standards in Drill Samples  89
      11.3.4.4  San Albino Project Duplicates in Drill Samples  91
        11.3.4.4.1 Drill Samples - Core Duplicates 91
        11.3.4.4.2 Drill Samples - Coarse Reject Duplicates  92
        11.3.4.4.3 Reverse-Circulation Drilling Field Duplicates 92
      11.3.4.5 Metallic-Screen Fire Assays  95

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    11.3.5 San Albino QA/QC 2021-2022 97
      11.3.5.1  Drill Sample Blanks SW San Albino Deposit 2021-2022 Period 97
      11.3.5.2  Drill Sample Standards SW San Albino Deposit 2021-2022 Period  98
      11.3.5.3  Duplicate Drilling Samples SW San Albino Deposit 2021-2022 Period 100
    11.3.6  Las Conchitas Project Trench or Channel Samples  109
      11.3.6.1  Standards in Channel Samples 109
      11.3.6.2  Duplicates in Channel Samples  115
      11.3.6.3  Blanks in Channel Samples  116
      11.3.6.4  Concluding Comment on QA/QC Data for Channel Samples 119
    11.3.7 Las Conchitas Project Drill Samples 119
      11.3.7.1  Standards in Drillhole Samples 120
      11.3.7.2  Duplicates in Drillhole Samples  126
      11.3.7.3  Blanks in Drillhole Samples  128
  11.4 Density Data 130
  11.5 Summary Statement  131
     
12.0  DATA VERIFICATION (ITEM 12) 132
       
  12.1 Site Visits  132
  12.2 Database Verification  133
    12.2.1 Verification of the San Albino Database 133
      12.2.1.1 The 2020 Database Audit 133
      12.2.1.2 The 2022 and 2023 Database Audits 134
        12.2.1.2.1 San Albino Assay Table  135
        12.2.1.2.2 San Albino Collar Table 135
        12.2.1.2.3  San Albino Downhole Survey Table 136
        12.2.1.2.4 Summary Statement Regarding the Audited San Albino Database 137
    12.2.2 Verification of the Las Conchitas Database 137
      12.2.2.1 Las Conchitas Assay Table 137
      12.2.2.2 Las Conchitas Collar Table  138
      12.2.2.3 Las Conchitas Downhole Survey Table  139
      12.2.2.4 Summary Statement Regarding the Audited Las Conchitas Database  139
  12.3 Independent Verification Sampling 139
  12.4 Independent Verification of Drillhole Collars 140
  12.5 Specific Gravity Data 141
  12.6 Summary Statement on Data Verification 141

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13.0 MINERAL PROCESSING AND METALLURGICAL TESTING (ITEM 13)  142
       
  13.1  Testing Prior to 2022 142
    13.1.1 Summary 142
    13.1.2  Sample Selection for 2019-2020 Test Work  144
    13.1.3 Head Sample Characterization 144
    13.1.4  Carbon Content  145
    13.1.5 Mineralogical Studies  146
    13.1.6  Comminution Studies 146
    13.1.7 Gravity Recovery  146
    13.1.8 Metallurgical Response Tests 146
    13.1.9  Cyanide Consumption 147
    13.1.10 Optimized Leach Tests  147
    13.1.11 Factors Affecting Recovery  147
    13.1.12  Detoxification of the Leach Circuit Tailings  147
    13.1.13  Metallurgical Analysis of Historical Dump Material   147
  13.2 2022 Testing 148
    13.2.1  Summary 148
    13.2.2 Testing Procedures  148
    13.2.3 Samples Tested and Test Results 149
    13.2.4 Conclusions 151
     
14.0  MINERAL RESOURCE ESTIMATES (ITEM 14) 152
       
  14.1 Introduction 152
  14.2 San Albino 155
    14.2.1 Database 155
    14.2.2  Mineral Domains  156
    14.2.3 Density  165
    14.2.4  Core Recovery and Reverse Circulation Downhole Contamination  166
    14.2.5  Other 3D Models 167
      14.2.5.1  Overburden, Oxide and Fresh Rock 167
      14.2.5.2 Mine Dumps 168
      14.2.5.3 Historical Underground Workings  169
    14.2.6  Assay Capping and Sample Composites 170
    14.2.7 Gold and Silver Grade Estimation  174
    14.2.8 Mineral Resources  177
    14.2.9 Discussion of Resources  183

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  14.3 Las Conchitas 186
    14.3.1 Database 186
    14.3.2  Geology and Mineral Domains 187
    14.3.3 Density 193
    14.3.4  Core Recovery 194
    14.3.5  Other 3D Models 195
      14.3.5.1 Overburden, Oxide and Fresh Rock 195
      14.3.5.2 Mine Dumps and Historical Underground Workings  195
    14.3.6  Assay Capping and Sample Composites 195
    14.3.7 Gold and Silver Grade Estimation 198
    14.3.8 Mineral Resources 201
    14.3.9 Discussion of Resources 206
     
15.0 MINERAL RESERVE ESTIMATES  209
     
16.0 MINING METHODS 210
       
  16.1 Economic Parameters 210
  16.2 Cutoff Grades 211
  16.3 Geometric Parameters 211
  16.4 Pit Designs  212
    16.4.1 In-Pit Resources 214
    16.4.2 Actual Mine Production 214
     
17.0 RECOVERY METHODS  216
       
  17.1 Summary  216
    17.1.1 Crushing 216
    17.1.2 Grinding 216
    17.1.3  Gravity and ICU 218
    17.1.4  Thickening and CIL Leach 218
    17.1.5 Carbon Desorption and Regeneration 218
    17.1.6 Cyanide Detoxification 219
    17.1.7 Slurry Filtration and Tails Deposition 220
    17.1.8 Refinery 220
  17.2 Production  221
  17.3 Consumption of Water, Energy and Other Consumables 222
    17.3.1  Fresh Water Consumption 222
    17.3.2 Electrical Power Consumption 222
    17.3.3  Consumption of Reagents and Other Consumables 222

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18.0 PROJECT INFRASTRUCTURE  224
       
  18.1 Overview 224
  18.2 Site Access  224
  18.3 Primary Infrastructure 227
    18.3.1  Power Generation 227
    18.3.2  Assay Lab 227
    18.3.3  Communication 227
    18.3.4 Diesel Storage  227
    18.3.5 Weather Station  227
    18.3.6 Clinic 227
    18.3.7 Storage of Blasting Supplies 228
    18.3.8  Mine Waste Dumps  228
    18.3.9 Ore Stockpiles 228
  18.4 Tailings Storage Facility  228
  18.5 Water Management  229
     
19.0 MARKET STUDIES AND CONTRACTS  230
       
  19.1 Markets  230
  19.2 Contracts  230
     
20.0  ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT 232
     
  20.1 Environmental Studies and Known Environmental Issues 232
    20.1.1 Climate 232
      20.1.1.1 Precipitation  232
      20.1.1.2 Temperature  232
      20.1.1.3 Evapotranspiration  233
    20.1.2 Soils 233
    20.1.3  Hydrology 233
    20.1.4 Physiography 234
    20.1.5 Seismicity 234
    20.1.6 Vegetation 234
      20.1.6.1 Ecosystem Classification  234
      20.1.6.2  Conservation Status, Protected and Threatened Flora  235
    20.1.7  Fauna 235
      20.1.7.1 Reptiles and Amphibians  235
      20.1.7.2 Mammals 236
      20.1.7.3 Birds 236
      20.1.7.4  Conservation Status, Protected and Threatened Fauna 236

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    20.1.8 Summary Statement on Environmental Issues that Could Materially Impact Development of Mineral Resources 237
  20.2 Waste and Tailings Disposal, Site Monitoring, Water Management, Environmental Management Plans 237
    20.2.1 Tailings Storage Facility  237
    20.2.2  Waste Rock Piles 238
    20.2.3  Surface Water Management  238
    20.2.4  Ground Water Management  238
      20.2.4.1 Process Plant  238
      20.2.4.2 Tailings Storage Facility  239
      20.2.4.3 Pits and Waste Rock Piles 239
    20.2.5  Air Quality Management  239
      20.2.5.1  Measures to Counteract Noise  240
      20.2.5.2  Measures to Counteract Particulate Matter and Gases  240
    20.2.6  Cyanide Management Plan  241
    20.2.7  Solid Waste Management 242
      20.2.7.1 Hazardous Wastes  242
      20.2.7.2 Non Hazardous Waste 243
    20.2.8 Site Monitoring  243
  20.3  Permitting 244
  20.4  Social and Community Impact 246
    20.4.1  Background 246
    20.4.2  Population and Demographics 246
    20.4.3 Infrastructure and Public Services  246
      20.4.3.1 Education  246
      20.4.3.2 Health 246
      20.4.3.3 Electrical Power  246
      20.4.3.4 Telecommunications  246
      20.4.3.5 Sanitary Drinking Water  247
      20.4.3.6 Roads 247
    20.4.4  Community and Government 247
    20.4.5 Economic Activity, Income, Marginalization  248
      20.4.5.1 Economic Activity  248
      20.4.5.2 Income and Marginalization  249
    20.4.6 Social Management System, Mitigation of Negative Impacts, Community Agreements 249

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      20.4.6.1 Social Management 249
      20.4.6.2 General Guidelines of the Community Relations Plan  250
      20.4.6.3 Guidelines for Compensation for Land Use  250
      20.4.6.4 Community Agreements  251
      20.4.6.5 Community Benefits  251
    20.4.7 Summary Statement on Social and Community Issues that Could Materially Impact Development of Mineral Resources 252
  20.5 Mine Closure 253
    20.5.1 Closure Plan for the Mineral Processing Plant  253
    20.5.2 Closure Plan for Mine Waste and Tailings, Site Monitoring and Water Management  253
      20.5.2.1 Mine Closure - Obligations of the Project Management  253
      20.5.2.2 Considerations for Project Closure  254
      20.5.2.3 Actions within the Closure Plan  254
      20.5.2.4 Area Revegetation (If applicable) 254
      20.5.2.5 Implementation and Monitoring of the Closure Plan  255
      20.5.2.6 Closure Assessment  255
      20.5.2.7 Tailings Storage Facility Closure Plan 255
      20.5.2.8 Guidelines  256
      20.5.2.9 Obligations 256
      20.5.2.10 Closure and Abandonment Plan Procedure 256
      20.5.2.11 Budget and Estimated Costs  256
      20.5.2.12 Activities to be Developed 257
      20.5.2.13 Periodic Reports 257
      20.5.2.14 Closure Execution Schedule  258
     
21.0  CAPITAL AND OPERATING COSTS 259
       
  21.1 Capital Costs 259
  21.2 Operating Costs 259
    21.2.1  Mine Operating Costs 259
    21.2.2  Process Operating Costs 260
    21.2.3  G&A Operating Costs 260
     
22.0  ECONOMIC ANALYSIS 262
     
23.0  ADJACENT PROPERTIES (ITEM 23) 263
     
24.0  OTHER RELEVANT DATA AND INFORMATION (ITEM 24) 264
     
25.0  INTERPRETATION AND CONCLUSIONS (ITEM 25) 265

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26.0 RECOMMENDATIONS (ITEM 26) 267
       
  26.1 San Albino 267
    26.1.1 San Albino Area Pre-Development Drilling  267
    26.1.2 San Albino Area Exploration Drilling 268
  26.2 Las Conchitas Area  268
    26.2.1 Las Conchitas Area Pre-Development Drilling  268
    26.2.2 Las Conchitas Area Exploration Drilling 268
  26.3 Other Areas  268
  26.4 Phase II 269
     
27.0 REFERENCES (ITEM 27) 270
     
28.0 DATE AND SIGNATURE PAGE 272
     
29.0 CERTIFICATE OF QUALIFIED PERSONS 273

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LIST OF TABLES

Table 1-1 All Veins in San Albino Deposit: Open Pit, Underground, and Dump Resources  6
Table 1-2 All Veins in Las Conchitas Deposit: Open Pit, Underground, and Dump Resources 6
Table 1-3 All Veins in San Albino Project: Open Pit, Underground, and Dump Resources 7
Table 1-4 Economic Parameters for Pit Optimizations 8
Table 1-5 Operating Cost Summary 10
Table 1-6 Budget for Recommended Work Program 11
Table 2-1 Other Changes Incorporated in this Amended Report  13
Table 2-2 Qualified Persons and Report Responsibilities 16
Table 4-1 Details of San Albino Project Concessions 25
Table 4-2 Annual Concession Fees  26
Table 4-3 Summary of Annual Property Tenure Costs  26
Table 5-1 Climate Data for El Jicaro, Nicaragua  34
Table 6-1 Historical Exploration and Mining of the San Albino project  37
Table 6-2 Historical 1948 Resource Estimate, San Albino and Aguja de Arras Mines  39
Table 6-3 Geosure 2008 Historical Resource of the Arras Mine  40
Table 6-4 P & E 2013 San Albino Historical Resource Estimate  41
Table 6-5 P & E 2015 San Albino Historical Resource Estimate  42
Table 6-6 Historical Gold Production, San Albino Underground Mine 43
Table 9-1 Channel Sampling at the San Albino and Las Conchitas Deposits 62
Table 10-1  Summary of San Albino, Las Conchitas and Related Area Drilling 65
Table 10-2   Exploration Drilling at San Albino by Year 67
Table 10-3  Exploration Drilling at Las Conchitas by Year 70
Table 10-4  Summary of All Drilling at San Albino and Las Conchitas 72
Table 10-5  Significant Assay Results La Segoviana Drillholes 75
Table 11-1 Authors of QA/QC Evaluations  82
Table 11-2 Channel Sample Standards  85
Table 11-3 Channel Sample Duplicates  86
Table 11-4 Gold CRMs, San Albino project Drill Samples  90
Table 11-5 Silver CRMs, San Albino project Drill Samples  90
Table 11-6 Duplicates for San Albino project Drill Samples 91
Table 11-7 Number of Gold Metallic-Screen Analyses  95
Table 11-8 SW San Albino CRMs for Au BV Labs: 2021 and 2022 99
Table 11-9 SW San Albino CRMs for Ag BV Labs: 2021 and 2022 100

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Table 11-10  Counts of QA/QC Samples in Trench Channel Samples 109
Table 11-11  QA/QC Sample Ratios in Trench Channel Samples 109
Table 11-12  Summary of Gold Results for Analyses of Standards with Channel (Trench) Samples 113
Table 11-13 Summary of Silver Results for Analyses of Standards with Trench Samples  114
Table 11-14  Summary of Results for Field Duplicates in Trench Channel Samples 116
Table 11-15  Counts of QA/QC Samples in Drill Samples 119
Table 11-16 QA/QC Sample Ratios in Drill Samples 119
Table 11-17 Summary of Gold Results for Analyses of Standards with Drillhole Samples 124
Table 11-18 Summary of Silver Results for Analyses of Standards with Drillhole Samples  125
Table 11-19  Summary of Results for Duplicates from Drill Core Samples  127
Table 12-1 Summary of San Albino Assay Table Checks 135
Table 12-2 Summary of San Albino Collar Location Checks 136
Table 12-3 Summary of San Albino Downhole Survey Checks  137
Table 12-4 Summary of Las Conchitas Assay Table Checks 138
Table 12-5 Summary of Las Conchitas Collar Location Checks 138
Table 12-6 Summary of Las Conchitas Downhole Survey Checks  139
Table 12-7 Field Checks of Las Conchitas Collar Locations 140
Table 13-1 Composite Gold Head Grade Analysis  145
Table 13-2 Other Head Grade Analyses 145
Table 13-3 Effect of Standard Leaching versus CIL, San Albino Deposit Composites 146
Table 13-4 Summary of 2020 Results for Historic Dump Material Overall Recovery  148
Table 13-5 Test Results from Las Conchitas composites 149
Table 13-6 Test Results from San Albino Mill Feed 150
Table 14-1 Descriptive Statistics of the Resource Database 156
Table 14-2 Modeled Geological and Mineral Domains, San Albino Deposit 157
Table 14-3 Descriptive Statistics of Samples by Vein and Domain 161
Table 14-4 Descriptive Statistics of Density Data by Vein and Domain  165
Table 14-5 Assigned Density Values 166
Table 14-6 Core Recovery  167
Table 14-7 Capping Grades and Number of Samples by Vein and Domain  171
Table 14-8 Descriptive Statistics of Composites by Vein and Domain 172
Table 14-9 Estimation Areas - Search Ellipse Orientations  174
Table 14-10 Estimation Parameters for Gold in San Albino Vein, Halo and Outside Domains  175
Table 14-11 Estimation Parameters for Silver in San Albino Vein, Halo and Outside Domains  176
Table 14-12 Mineral Resource Classification 177

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Table 14-13  All Veins in San Albino Deposit: Open Pit Resources 179
Table 14-14  All Veins in San Albino Deposit: Underground Resources  179
Table 14-15  San Albino Deposit: Inferred Mine Dump Resources  180
Table 14-16  All Veins in San Albino Deposit: Open Pit, Underground and Dump Resources 180
Table 14-17 Descriptive Statistics of the Las Conchitas Resource Database  186
Table 14-18 Modeled Geological and Mineral Domains, Las Conchitas Deposit(s)  187
Table 14-19 Descriptive Statistics of Samples by Vein and Domain: Las Conchitas  190
Table 14-20 Descriptive Statistics of Density Data by Vein and Domain: Las Conchitas 193
Table 14-21 Core Recovery  194
Table 14-22 Capped Gold Grades and Number of Samples by Domain: Las Conchitas  196
Table 14-23 Capped Silver Grades and Number of Samples Domain: Las Conchitas 196
Table 14-24 Descriptive Statistics of Composites by Vein and Domain 197
Table 14-25 Estimation Areas - Search Ellipse Orientations  198
Table 14-26 Estimation Parameters for Gold at Las Conchitas  199
Table 14-27 Estimation Parameters for Silver at Las Conchitas 200
Table 14-28 Mineral Resource Classification 201
Table 14-29  All Veins in Las Conchitas Deposit: Open Pit Resources 203
Table 14-30  All Veins in Las Conchitas Deposit: Underground Resources 203
Table 14-31  Las Conchitas Deposit: Inferred Mine Dump Resources  203
Table 14-32  All Veins in Las Conchitas Deposit: Open Pit, Underground and Dump Resources 203
Table 16-1 Economic Parameters for Pit Optimizations 211
Table 16-2 Slope Parameters 211
Table 16-3 San Albino In-Pit Resources  214
Table 16-4 San Albino Actual Mine Production  215
Table 17-1 Quarterly Mill Production 221
Table 17-2 Consumables Consumptions 223
Table 19-1 Active Contracts 230
Table 20-1 San Albino Mine Closure Program - September 2023 257
Table 21-1 Operating Cost Summary 259
Table 21-2 Actual Mining Costs  260
Table 21-3 Actual Processing Costs 260
Table 21-4 Actual Indirect and G&A Costs  261
Table 26-1 Mako Mining Corp. Cost Estimate for the Recommended Program 269

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LIST OF FIGURES

Figure 4-1 Location of the San Albino Project 22
Figure 4-2 San Albino Property Map 23
Figure 4-3 Surface Rights Owned by Mako  27
Figure 6-1 Areas of Historical Exploration, San Albino Project  36
Figure 7-1 Regional Geologic Setting of the San Albino Project 45
Figure 7-2 Geologic Map of the San Albino-Murra Concession, San Albino Project  47
Figure 7-3 3D Rendering of the San Albino Deposit Veins 49
Figure 7-4 San Albino Vein Exposed in West Pit  51
Figure 7-5 San Albino Vein Drill Core Exposure SA12-46, 73m  51
Figure 7-6 SVS Mineralization Overprinting QS Vein, San Albino, Drillhole SA12-48, Assayed 67.7 g Au/t, 96.6 g Ag/t, 2.8% Pb, 1.8% Zn 52
Figure 7-7 QS Vein, Bayacun, Drillhole LC20-307, Assayed 13.5 g Au/t and 0.8 g Ag/t  55
Figure 7-8 SVS Mineralization Overprinted on QS Vein, Mina Francisco, Drillhole LC22-549, Assayed 8.7 g Au/t and 49.2 g Ag/t 55
Figure 7-9 3D Rendering of the Las Conchitas Deposit Veins 56
Figure 8-1 Diagrammatic Orogenic Gold Deposit Model 58
Figure 9-1 Exploration Surface Samples in ppm Au  61
Figure 10-1 Map of San Albino Project Drillholes and Channel Samples  68
Figure 10-2 Map of San Albino-Murra Exploration Drillholes 69
Figure 10-3 Map of Las Conchitas Project Drillholes and Channel Samples  71
Figure 10-4 Map of El Jicaro Drillholes 72
Figure 10-5 Map of La Segoviana Drillholes  74
Figure 11-1 Channel Sample Blanks  84
Figure 11-2 Relative Percent Difference of Channel Sample Duplicates  87
Figure 11-3 Absolute Percent Difference of Channel Sample Duplicates  87
Figure 11-4 Gold Blanks: Drilling 88
Figure 11-5 Silver Blanks: Drilling  88
Figure 11-6 Relative Difference of Gold in Quarter Core 92
Figure 11-7 Absolute Value of Relative Difference of Gold in Quarter Core 92
Figure 11-8 Relative Difference of Gold in Coarse Reject Material 93
Figure 11-9 Absolute Value of Relative Difference of Gold in Coarse Rejects  93
Figure 11-10 Relative Difference of Gold in RC Field Duplicates  94
Figure 11-11 Absolute Value of Relative Difference of Gold in RC Field Duplicates  94

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Figure 11-12 Maximum Relative Difference of Metallic-Screen vs. 30 Gram Fire Assay Gold Values  96
Figure 11-13 Absolute Value of the Relative Difference from Mean of Metallic-Screen vs. 30 Gram Fire Assay Gold Values 96
Figure 11-14 SW San Albino Blanks for Au BV Labs: 2021 and 2022  97
Figure 11-15 SW San Albino Blanks for Ag BV Labs: 2021 and 2022  98
Figure 11-16 SW San Albino Scatter Plot Au Coarse Duplicates (150 PPM) 2021-2022  101
Figure 11-17 SW San Albino Scatter Plot Au Coarse Duplicates (80 PPM) 2021-2022  101
Figure 11-18 SW San Albino Scatter Plot Au Coarse Duplicates (5 PPM) 2021-2022  102
Figure 11-19 SW San Albino Scatter Plot Au Coarse Duplicates (1 PPM) 2021-2022  102
Figure 11-20 SW San Albino Scatter Plot Au Coarse Duplicates (0.5 PPM) 2021-2022  103
Figure 11-21 SW San Albino Thompson-Howarth Precision Plot for Au Coarse Duplicates: 2021 - 2022  103
Figure 11-22 SW San Albino Mean of Sample Pair Versus Absolute Relative Difference of Sample Pair 104
Figure 11-23 SW San Albino Scatter Plot Ag Coarse Duplicates (120 PPM) 2021-2022  105
Figure 11-24 SW San Albino Scatter Plot Ag Coarse Duplicates (80 PPM) 2021-2022  105
Figure 11-25 SW San Albino Scatter Plot Ag Coarse Duplicates (40 PPM) - 2021-2022 106
Figure 11-26 SW San Albino Scatter Plot Ag Coarse Duplicates (5 PPM) 2021-2022  106
Figure 11-27 SW San Albino Thompson-Howarth Precision Plot for Ag Coarse Duplicates: 2021-2022 107
Figure 11-28 SW San Albino Mean of Sample Pair Versus Absolute Relative Difference of Sample Pair 108
Figure 11-29 Control Chart for Silver in OREAS 229b  112
Figure 11-30 Gold in Blanks and in Preceding Samples, Trenches, 2012 - 2018  117
Figure 11-31 Gold in Blanks and in Preceding Samples, Trenches, 2019 - 2023  117
Figure 11-32 Silver in Blanks and in Preceding Samples, Trenches, 2012 - 2018 118
Figure 11-33 Silver in Blanks and in Preceding Samples, Trenches, 2019 - 2023 118
Figure 11-34 Silver in Oreas 210 122
Figure 11-35 Silver in Oreas 240 122
Figure 11-36 Relative Difference, Gold in Drill Core Samples  128
Figure 11-37 Gold in Blanks and in Preceding Samples 129
Figure 11-38 Silver in Blanks and Preceding Samples  130
Figure 11-39 Silver in Blanks - All Data  130
Figure 13-1 San Albino Deposit Metallurgical Test History  143
Figure 14-1 Cumulative Probability Plot for All Veins and Country Rock: Au, Ag, Pb and As  158
Figure 14-2 Core with Dikes  160
Figure 14-3 Cross Section 11 Showing Veins 163
Figure 14-4 Cross Section 16 Showing Veins  164
Figure 14-5 3D Perspective View of the San Albino Mine Dumps 169

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Figure 14-6 3D Perspective View of the San Albino Mine Workings 170
Figure 14-7 San Albino Deposit Gold Block Model - Cross Section 11  181
Figure 14-8 San Albino Deposit Gold Block Model - Cross Section 16  181
Figure 14-9 3D Perspective of San Albino Grade Shells and Resource-Controlling Solids  185
Figure 14-10 Cumulative Probability Plot for All Veins and Country Rock: Au, Ag, Cu, Pb a 188
Figure 14-11 Cross Section 650 Showing Veins  191
Figure 14-12 Cross Section 1830 Showing Veins  192
Figure 14-13 Las Conchitas Deposit Gold Block Model - Cross Section 650  204
Figure 14-14 Las Conchitas Deposit Gold Block Model - Cross Section 1830  205
Figure 14-15  3D Perspective of Las Conchitas Grade Shells and Resource-Controlling Solids 208
Figure 17-1 San Albino Mill Flowsheet  217
Figure 17-2 Fresh Water Consumption 222
Figure 18-1 Overall San Albino Site Plan  225
Figure 18-2 Detail Plan of San Albino Process Facility  226

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1.0 EXECUTIVE SUMMARY (ITEM 1)

The authors have prepared this Amended Technical Report on the San Albino gold project, located in Nueva Segovia, Nicaragua (the "San Albino project") at the request of Mako Mining Corp ("Mako"). This amended report principally includes an explanation in Section 15.0 and the addition of Sections 16.0 through 21.0 and some changes listed Section 2.0. This report and the resource estimates herein have been prepared in accordance with the disclosure and reporting requirements set forth in the Canadian Securities Administrators' National Instrument 43-101 ("NI 43-101"), Companion Policy 43-101CP, and Form 43-101F1, as well as with the Canadian Institute of Mining, Metallurgy and Petroleum's "CIM Definition Standards - For Mineral Resources and Reserves, Definitions and Guidelines" ("CIM Standards") adopted by the CIM Council on May 10, 2014.

1.1 PROPERTY DESCRIPTION AND OWNERSHIP

The San Albino mining property is located in Nueva Segovia Department of the Republic of Nicaragua, 227km north of the city of Managua, and approximately 15km southeast of the northern border of Nicaragua with Honduras. Within the property, the San Albino gold deposit (the "San Albino deposit") is currently being mined by Mako and is located at Latitude 13° 41' 23"N and Longitude 86° 06' 04"W (597,200E, 1,513,600N, UTM Zone 16, WGS 84 Datum). The Las Conchitas deposit is located 0.5km south of the San Albino open pit. The San Albino property consists of four contiguous mining concessions referred to as: 1) San Albino- Murra, 2) El Jicaro, 3) La Segoviana, and 4) Potrerillos concessions, respectively, and comprise a total of 18,816.72 hectares (188.17km2).

Mako, indirectly through their subsidiary, Nicoz Resources, S.A., holds a 100% interest in the San Albino- Murra, La Segoviana and Potrerillos concessions. Mako, indirectly through their subsidiary, Gold Belt, S.A., holds a 100% interest in the El Jicaro concession. Annual fee payments on the mineral concessions are required on a semi-annual basis, payable in January and July each year. The payments escalate from US$0.25 per hectare to US$8.00 per hectare over the first 10 years and are US$12.00 per hectare thereafter. Concession fees and taxes have been paid in full to December 31, 2023. The annual holding costs for all four concessions are estimated at $185,420.

Mako has purchased the surface rights over 100% of the area covering the San Albino deposit. Additional surface rights were purchased to cover all the area permitted for processing infrastructure and mining activities, as well as additional properties at the Las Conchitas area. The Company has acquired surface rights totaling 915.584 manzanas (645.127 hectares) in 92 individual properties. The Company is currently negotiating the purchase of additional properties on future exploration areas.

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1.2 EXPLORATION AND MINING HISTORY

Gold-bearing quartz vein mineralization was discovered at the San Albino project area around 1790 by Spaniards who initially mined gold at the San Albino deposit from an open pit and subsequently by underground methods. Flooding eventually stopped the early work. From 1885 to 1926 and possibly into the 1930s, the property was worked by several operators. In 1922 to 1926, Charles Butters, an American metallurgist, built a mill on site. In 1926, the operation was seized by Augusto Sandino, leader of the Nicaraguan revolution.

The first modern-era exploration was conducted by Western Mining starting in 1996 on the Quilali-Murra exploration concession. Work included stream-sediment and rock chip sampling, as well as soil sampling along trails and footpaths. Two vertical core holes were drilled to shallow depths. Beginning in 1997 through 2006, Resources and Mining S.A. ("REMISA") controlled the property and focused its efforts on the historical San Albino mine. REMISA reopened historical cross-cuts but could not reach the main drift. A soil survey was completed and shallow core drilling was conducted from the hanging wall of the mineralized structure. During the second half of 2003, Pila Gold Ltd. ("Pila") identified and mapped showings of mineralization, collected rock samples, soil samples, and silt samples from the San Albino vein and adjacent Murra area. Additionally, Pila hand-excavated and sampled 24 trenches. Most work was concentrated around the Las Conchitas target and the historical San Albino mine. In 2006 to early 2009, Condor Gold Plc. ("Condor") explored the San Albino and Arras veins. Condor collected 2,398 samples from 75 trenches and a total of 694 samples were taken from 82 road cuts. Condor mapped or inspected 246m along eight adits from which 246 samples were taken. Twenty-two reverse circulation ("RC") drillholes and two core holes (2,754m) were drilled at the Arras and San Albino veins. In 2009, Golden Reign Resources Ltd. ("Golden Reign") acquired the San Albino-Murra concession. In 2018, Golden Reign merged with Marlin Gold Mining Ltd. ("Marlin") to form Mako. Exploration at the San Albino project area has been ongoing since it was acquired by Golden Reign (now Mako).

1.3 GEOLOGY AND MINERALIZATION

Rocks at the San Albino property consist of black, occasionally carbonaceous, argillite or metapelite. Folds and thrusts have been recognized within these meta-sedimentary rocks. Regional metamorphism and deformation are thought to predate the Dipilto batholith. The schistose foliation is attributed to shortening that preceded emplacement of the Dipilto batholith. The meta-sedimentary rocks at the San Albino project are cut by dikes of intermediate composition.

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Low- and moderate-angle faults control the distribution of gold-bearing quartz veins. At the San Albino project, quartz-bearing shear zones up to several meters thick are stacked in subparallel fashion (e.g., San Albino, Naranjo, and Arras veins) to comprise the San Albino deposit. The separation between shears averages just under 100m. The shear-related veins and their enclosing faults have anastomosing, pinch-and-swell geometries. The continuity between shear zones and metamorphic foliation is consistent with a thrust geometry.

The mineralization in the San Albino project area is best interpreted in the context of an "orogenic gold" deposit model based on the association of gold mineralization with metamorphic host rocks, the textures and mineralogy of the San Albino and Las Conchitas veins, the wallrock alteration, and the "gold-only" character of mineralization. The veins are hosted in lower greenschist-facies metamorphic rocks, and their geometries indicate that veins formed in response to contractional deformation. Other common orogenic gold deposit features present in the San Albino system include ribbon-textured shear veins containing milky quartz, visible gold, relatively high Au:Ag ratios, and low percentages of base metal sulfides.

1.4 METALLURGICAL TESTING AND MINERAL PROCESSING

Based on the recent metallurgical test work completed in 2020, the selected processing approach for material from the San Albino deposit includes milling of the material followed by cyanide extraction of gold and silver using a carbon-in-leach ("CIL") plant, which yielded optimized overall recoveries ranging from 86.1% to 96.9%, depending on the mineralization type and despite the presence of carbonaceous material in the samples. Tests were completed in 2016 through 2020 and were designed to confirm conclusions from work done in 2013 and 2014, as well as provide further design parameters for the mill flowsheet and the associated mill operations and tailings management. Overall, the latest programs supported conclusions of previous process development work and the current mill design parameters. Gravity recoveries averaged 36.3% with higher gravity recoveries possible when higher-grade material is processed through the plant.

Samples from the Las Conchitas deposit were collected, composited and tested in the metallurgical laboratory at the San Albino mill in 2022. The 2022 testing was completed as variability testing to verify processing Las Conchitas material using the existing milling circuit at San Albino would produce similar results as had been experienced when processing material from the San Albino deposit. The results from the 2022 test program indicates Las Conchitas mineralization can be expected to perform similar to the San Albino deposit; however, these results should be used as an indication of potential processing results only. Confirmation testing to verify results at a third-party laboratory is recommended.

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Feed samples from the existing mill facility were collected and tested in the laboratory at the San Albino mine site. The testing parameters used in the laboratory were adjusted until the results from laboratory testing closely matched the results from the operating facility. These testing parameters were used for the testing of the Las Conchitas composites. The test results from the composites closely matched the results from the operating mill when the mill processed feed material of similar organic carbon content.

There are also plans to complete test pits from several of the Las Conchitas veins and process the material through the San Albino mill to further support the expectation of Las Conchitas material's performance being similar that of San Albino material. No further testing of samples from the San Albino deposit were completed in 2022.

Both San Albino and Las Conchitas deposits contain three major mineralization types: weathered, transition, and fresh. When processing these mineralization types from the San Albino mine through the San Albino mill, the average gold recoveries were: oxide 94%, transition 86% and fresh 79%. Preg-rob potential present in the various types is the primary reason for the lower recovery in the transition and fresh mineralization types compared to the weathered material.

1.5 MINERAL RESOURCE ESTIMATE

The effective date of the San Albino resource estimate is August 18, 2023. The effective date of the Las Conchitas resource estimate is October 11, 2023.

Both the San Albino and Las Conchitas deposits were initially modeled on sections spaced 10m apart and looking N40oE (95 sections at San Albino and 159 sections at Las Conchitas). Logged geology (including angles to core axes), core photographs, and gold grades were utilized to model vein mineralization and halo mineralization. The halo mineralization was typically separated into hanging wall and footwall zones. These sectional interpretations were reviewed by Mako geologists and modifications were made until there was a mutually agreed-upon interpretation. These interpretations were used to code the database for domain and vein name. Unreliable data (such as obviously incorrect locations, less than 45% core recovery, and RC drill results) were eliminated. After evaluating each vein's assays statistically, capping levels were defined and assigned, and then compositing was done to one meter lengths respecting the vein and halo boundaries. The cross section interpretations were snapped to the drill holes in three dimensions, sliced vertically along N40oE long sections, and reinterpreted on one meter intervals. These long sections were then treated as solids for coding the block model.

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San Albino has three main groups of veins - San Albino, Naranjo, and Arras - each with multiple splays. Las Conchitas has 16 veins, each of which was modeled and estimated separately. A polygonal estimate was completed for each area to anticipate its size and grade, and to be a check on the estimates. The one meter composites were used to estimate gold and silver grades using inverse-distance cubed, kriging, and nearest- neighbor methods. Multiple estimates were made to evaluate sensitivity to and optimization of estimation parameters. While the three types of estimates (and the polygonal estimate) were used to check each other, the reported estimate used inverse-distance cubed.

The block models are rotated 40o to respect the strike of the deposits. Block sizes are one meter high by two- meters long by one meter across strike. Gold and silver grades were estimated for the veins, halos, and the unmineralized material. Vein grades were diluted depending on the material types adjacent to the vein by any or all of the footwall halo, hanging wall halo, or unmineralized material. For open pit resources, San Albino was assigned a 0.5m dilution rind on both the top and the bottom of the veins, while at Las Conchitas a 0.4m dilution rind on both the top and the bottom of the veins was applied. A thinner dilution rind was applied at Conchitas because actual productions shows that dilution can be smaller than 0.5m on the hanging wall. Because little engineering work has been done for underground mining, the underground resources reported are block diluted.

The author has used his judgment with respect to the technical and economic factors likely to influence the "prospects for eventual economic extraction" and the estimates listed in the tables below fulfill that requirement. The San Albino deposit and Las Conchitas deposit mineral resources are based on potential open pit as well as potential underground mining scenarios.

Technical and economic factors likely to influence the "reasonable prospects for eventual economic extraction" were evaluated using the best judgment of the author responsible for this section of the report. For evaluating the open pit potential, a series of optimized pits were run using variable gold prices and parameters. The accepted open pit mining cost was $3/t, processing cost $65/t, and G&A cost $2/t. Metallurgical recoveries of gold used in the pit optimizations were 83%, 90%, and 95% for fresh rock, transition, and oxide material, respectively. Silver was not considered in the optimizations. For evaluating the potential for underground mining, a series of stope optimizations were run at variable cutoffs. For the reporting cutoff grade of 4.0g Au/t, an average underground mining cost of $144/t, processing cost of $65/t, and G&A of $2/t were assumed. Underground resources are those at or above the 4.0g Au/t cutoff lying within the 3.0g Au/t optimized stopes. The factors used in defining cutoff grades for open pit and underground are based on a gold price of US$1,750/oz.

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Classification of the resources considered adequacy and reliability of sampling, geologic understanding, results of quality control analyses, geologic complication, and apparent grade continuity. Table 1-1, Table 1-2, and Table 1-3 present the estimates of San Albino, Las Conchitas, and combined for the San Albino project totals. There are some estimated resources in the historic mine dumps, all of which are classified as Inferred.

Table 1-1 All Veins in San Albino Deposit: Open Pit, Underground, and Dump Resources

Open Pit and Underground and Dumps
`All Measured 
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 47,200 9.88 15,000 17.8 27,000
All Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 251,600 12.10 97,900 21.0 169,700
All Measured and Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 298,800 11.75 112,900 20.5 196,700
All Inferred
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 240,800 10.53 81,500 15.4 119,200
Note: Variable cutoffs are 1.5g Au/t for open pit and 4.0g Au/t for underground

Table 1-2 All Veins in Las Conchitas Deposit: Open Pit, Underground, and Dump Resources

Open Pit and Underground and Dumps
All Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 371,300 11.50 137,300 13.3 158,300
All Inferred
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 142,500 11.56 48,400 13.8 63,400
Note: Variable cutoffs are 1.5g Au/t for open pit and 4.0g Au/t for underground

 

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Table 1-3 All Veins in San Albino Project: Open Pit, Underground, and Dump Resources

Open Pit and Underground and Dumps
All Measured 
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 47,200 9.88 15,000 17.8 27,000
All Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 622,900 11.74 235,200 16.4 328,000
All Measured and Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 298,800 11.61 112,900 16.5 355,000
All Inferred
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 383,300 10.54  129,900 14.8 182,600
Note: Variable cutoffs are 1.5g Au/t for open pit and 4.0g Au/t for underground

The exploration procedures, sampling, and data derived from Mako's work are high quality and can be used with confidence to support the resource estimate. Confidence in vein correlations between holes varies by vein, and veins have been modeled accordingly. The veins at Las Conchitas, for example, were generally projected less far than those at San Albino because they appear to be less continuous. It is expected that infill drilling at Las Conchitas may well increase the defined resources.

1.6 MINERAL RESERVE ESTIMATES AND MINING METHODS

RESERVES

There are no Reserves at San Albino because the mine plan used to put the project into production is based on material including Inferred. The mine production has had good reconciliation (within 10% as of the Effective Date) with the Inferred material as well as Measured and Indicated.

MINING METHODS

Mining for the San Albino project includes the San Albino deposit and no current mine plans have been assumed for the Las Cochitas deposit. The methodology used for mine planning includes:

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• Define assumptions for the economic parameters;

• Define geometric parameters and constraints;

• Complete Lerches Grossman pit optimizations;

• Create pit designs;

• Create dump designs;

Pit optimizations and subsequent pit designs are based on the economic parameters shown in Table 1-4. Silver price used is $25/oz Ag.

Table 1-4 Economic Parameters for Pit Optimizations

Mining Costs    
Waste Mining Reference Cost $/t mined 3.00
Above COG Mining Reference Cost $/t mined 3.00
Total Reference Mining Costs $/t mined 3.00
Process Based Costs    
Process Cost $/t ore stacked 65.000
Selling Cost & Credits $/t ore stacked 2.00
G&A $/t ore stacked 2.00
Total Ore Based Costs $/t ore stacked 69.000
Other Economic Parameters    
Au Price US$/oz 1,750
Au Oxide Recovery % 95.0%
Au Mixed Recovery % 90.0%
Au Sulphide Recovery % 83.0%
Ag Oxide Recovery % 60.0%
Ag Mixed Recovery % 55.0%
Ag Sulphide Recovery % 50.0%
Average Au Rec % 89.3%

The resource is presented as a diluted vein with a 0.5m rind along the hanging wall and footwall. Effectively, all estimated vein material is above cutoff so all vein material and the 1m of total dilution is mineable.

Actual production from July 2021 through September 2023 totals over 11,139,000 tonnes with 401,000 tonnes of material from pits and 90,000 of historic dump material sent to the mill.

1.7 PROCESSING

The process plant at San Albino has been in operation since the second quarter of 2021 and utilizes a conventional processing flowsheet that is proven in industry. Run of Mine ("ROM") ore is delivered to the process plant stockpile adjacent to the crushing circuit. The ore is stockpiled separately by gold grade and preg-robing potential (due to organic carbon) to maximize the mill performance.

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A front-end loader feeds a two-stage crushing circuit that reduces the ROM feed material to 80% passing 3/8in. The crushed ore is conveyed to the grinding circuit for further size reduction to 75% passing 200 mesh. A Knelson gravity concentrator is located within the grinding circuit to produce a concentrate stream containing the coarse-gold fraction. The concentrate stream reports to an Intense Cyanidation Unit ("ICU") located in the refinery where the coarse gold is leached into solution and recovered into a precipitant in a dedicated electrowinning circuit.

The product from the grinding circuit is thickened and leached in a series of five carbon-in-leach (CIL) tanks. The loaded carbon is pumped from the first CIL tank to the carbon handling circuit. In the carbon circuit the gold is stripped from the carbon using a hot caustic solution and recovered from solution into a precipitant using a dedicated electrowinning circuit. After stripping the carbon is regenerated and returned to the fifth CIL tank. The precipitant from the ICU electrowinning circuit and from the carbon stripping circuit are poured into doré bars for transport to final refining off site. The precipitate from the two streams are treated identically but kept separate for accounting reasons.

The slurry exiting the fifth CIL tank is circuit tails. The cyanide remaining in the slurry is treated to levels safe for the environment. The slurry is then filtered with the solid filtrate conveyed and stacked in the tailings storage facility. The solution filtered from the slurry is returned to the processing circuit.

1.8 PROJECT INFRASTRUCTURE

The main infrastructure supporting the operation of the San Albino mine is located near the process facility with a few installations located near operating mine pits and ore stockpiles. A list of these installations is given below:

/ Assay lab

/ Communication tower

/ Diesel Storage tanks

/ Weather station

/ Clinic

/ Blasting supplies storage

/ Mine waste dumps

/ Ore stockpiles

/ Tailings Storage Facility

 

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The mine generates all required electrical power on site using diesel powered generators. Four 1000KW generators are on site with two operating continuously and an additional generator started to handle the in-rush resulting in mill start-ups. After a mill start-up, the third generator is shut down when the mill is operating at steady state.

The tailings storage facility is designed to accept dry solid tails from the process plant. The slurry tails are filtered to remove excess solution and delivered to the storage facility by conveyors. A dozer is used to distribute the tails in thin lifts throughout the facility. The facility has been designed to contain 1.87 million tonnes of solid tails and is to be constructed in three phases. The first phase was completed before mill start-up in 2021 with 434,000 tons of tails deposited to date. Subsequent phases are to be constructed as available capacity requires.

Water is pumped from the nearby Jicaro River to supply the facility with all fresh water and fire-suppressant water requirements. Bottled water is used to supply all potable water requirements on site. Only the water entrained with the filtered tails is sent to the tailings storage facility. All other water used in the processing facility returned to the mill to minimize fresh-water requirements.

1.9 ENVIRONMENTAL AND SOCIAL IMPACT

No environmental, social, or community issues were identified that would impact Mako's ability to develop the Mineral Resources at the San Albino Project. Mako has obtained all necessary permits to construct and operate the San Albino mine and has been mining since 2021.

1.10 CAPITAL AND OPERATING COSTS

The initial capital required to place the San Albino mine into production have been completed. As of the effective date, there is not sufficient information to complete a sustaining capital cost estimate. This will subject to future studies.

A summary of actual operating costs are given in the following table:

Table 1-5 Operating Cost Summary

  Cost $/tonne
Operating Costs Processed Mined
Mining $           89.45 $       3.23
Processing $           65.17 NA
Indirect/G&A $           20.76 NA
Total $         175.38 NA

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1.11 CONCLUSIONS, INTERPRETATIONS, AND RECOMMENDATIONS

The San Albino project benefits from a team of mining professionals that have spent multiple years working on the project, successfully mining a narrow vein, open pit deposit at San Albino that is similar to the geology and resource defined at Las Conchitas. The technical team has shown a commitment to collecting quality data and innovative thinking toward developing the project.

The authors are not aware of any significant risks or uncertainties that could reasonably be expected to affect the reliability or confidence in the exploration information as applied to the estimated mineral resources.

The San Albino project, inclusive of Las Conchitas, is a project of merit and warrants the proposed programs and level of expenditures outlined below. These veins are open down dip and along strike, with significant potential to expand the resources estimated for this report. Additionally, the stacked nature and even distribution of the veins parallel to the regional foliation provide a proven exploration strategy for regional exploration. The recommended program is broken down into the San Albino area, Las Conchitas area, and regional exploration is shown in Table 1-6. The total recommended plan is estimated to cost US$6,300,000.

Table 1-6 Budget for Recommended Work Program

Category USD
San Albino: Pre-Development Drilling $980,000
San Albino: Exploration Drilling $180,000
Las Conchitas: Pre-Development Drilling $480,000
Las Conchitas: Exploration Drilling $2,700,000
Regional Exploration $1,960,000
Total (rounded to 100,000) $6,300,000

Success at San Albino, Las Conchitas, or other concessions is defined, respectively, as finding additional resources, defining a resource, or discovering deposits deserving follow-up drilling. Given historic successes it is likely that follow-up work would include additional drilling if not economic studies on the newly discovered resources and prospects. Approximate costs could be at least as large as the currently recommended Phase I costs.

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2.0 INTRODUCTION AND TERMS OF REFERENCE (ITEM 2)

The authors have prepared this Technical Report on the San Albino gold project, located in Nueva Segovia, Nicaragua (the "San Albino project") at the request of Mako Mining Corp ("Mako"), a Canadian company based in Vancouver, British Columbia, Canada. Mako is listed on the TSX Venture Exchange (MKO-TSXV) and trades over the counter (MAKOF-OTCMKTS). This report has been prepared in accordance with the disclosure and reporting requirements set forth in the Canadian Securities Administrators' National Instrument 43-101 ("NI 43-101"), Companion Policy 43-101CP, and Form 43-101F1, as amended.

This report is an amendment of Technical Report and Estimate of Mineral Resources for the San Albino and Las Conchitas Deposits Nueva Segovia, Nicaragua dated October 25, 2023 with an Effective Date of October 11, 2023. This amended report dated June 10, 2024, provides more complete disclosure for a producing property by including an explanation in Section 15.0, the addition of Sections 16.0 through 21.0, and their respective summaries in Section 1.0. Other changes to the report are listed in Table 2-1.

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Table 2-1 Other Changes Incorporated in this Amended Report

Issue Resolution
QP Certificates Removed joint responsibilities for certain sections of the report and listed explicit responsibilities.
"Other relevant Data and information" (Section 24) Removed disclosure from Section 24 and expanded on it in Sections 16 through 21.
Data and source of reliance information missing and deletion of certain reliance (Section 3) Dates and source of information relied on concerning legal and environmental information added, and reliance on Mako interpretations deleted.
Clarify if resource assumptions are based on current knowledge and stage of development of the property Clarified in the affirmative and removed the word "anticipated".
Explain why the company has not established mineral reserves Added explanation in Section 15.
Disclosure of mineral resources that do not comply in Section 14.2.9 Deleted the reference to "potentially economic material" and replaced with "unclassified material". Removed the sentence: "Within the total 144,000 tonnes of dump material are an estimated 10,900 tonnes grading 10.28g Au/t and 20.2g Ag/t (Appendix A)."
Figures 14-9 & 14-15 disclose mineral content that has not been categorized Deleted the reference to "potentially economic material" and replaced with "unclassified material". Modified the sentences: "It is important to note that those ounces currently reported in the resource that have "…reasonable prospects for eventual economic extraction" are not all the ounces estimated at and for San Albino." To The reported resources with "…reasonable prospects for eventual economic extraction" are presented in Tables [listed]. Those resources occur at the outcrop of veins that extend downward at shallow to moderate dips."

The notes to the figures were modified.
January 2020 estimate completed by company is not an "Historical Estimate" Deleted prior estimate.
Title page missing data Effective date and name and professional designation of each qualified person moved from second title page to the first.
Appendices A and B disclose mineral resources at multiple cutoff grades; sensitivity analysis should not be disclosed as mineral resources Removed Appendices A and B.

2.1 PROJECT SCOPE AND TERMS OF REFERENCE

The purpose of this report is to provide an updated estimate of mineral resources and a technical summary of the San Albino project which is located about 227km north of Managua, Nicaragua. The San Albino project is currently in operation, producing gold from orogenic veins by open pit mining of the San Albino and Arras veins, feeding a 500tpd mill with annual gold production of approximately 36,000oz. This Technical Report presents an updated resource estimate for the San Albino deposit and a first-time resource estimate for the Las Conchitas deposit, and builds upon and supersedes the Technical Reports of Kowalchuk (2011) and Puritch et al. (2013), the Technical Report and preliminary economic assessment ("PEA") of Puritch et al. (2015), the Technical Report and Resource Estimate of Ristorcelli and Unger (2020) and the Technical Report and Estimate of Mineral Resources for the San Albino and Las Conchitas Deposits Nueva Segovia, Nicaragua dated October 25, 2023 with an Effective Date of October 11, 2023.

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The scope of this study included a review of pertinent technical reports and data provided by Mako relative to the general setting, geology, project history, exploration activities and results, methodology, quality assurance, interpretations, drilling programs, and metallurgy. This report is based almost entirely on data and information derived from work done by historical operators and Mako. The authors have reviewed much of the available data, Ristorcelli and Gray visited the project site, and all authors made judgments about the general reliability of the underlying data. Where deemed either inadequate or unreliable, the data were either eliminated from use or procedures were modified to account for lack of confidence in suspect information. The authors have made such independent investigations as deemed necessary in their professional judgment to be able to reasonably present the conclusions, interpretations, and recommendations presented herein.

The term San Albino is used in multiple ways throughout this report. For clarity, the following describes each use:

/ San Albino property: This refers explicitly to the four concessions: 1) San Albino-Murra, 2) El Jicaro, 3) La Segoviana, and 4) Potrerillos.

/ San Albino-Murra concession: This is one of four concessions that comprise the San Albino property and contains the San Albino deposit.

/ San Albino project: This is a general term that includes activities, exploration and engineering programs, infrastructure and the geographic area of the four concessions but does not refer explicitly to only mineral tenure (e.g. San Albino property).

/ San Albino deposit: The principal components of the San Albino deposit are the Arras, Naranjo, and San Albino shear zones with quartz veins, the smaller El Jobo, and a few other less continuous unnamed veins.

/ San Albino vein: This use of San Albino explicitly refers to the one vein that holds the majority of open pit resources and is the stratigraphically highest of all the veins within the San Albino deposit.

The term Las Conchitas is used in multiple ways throughout this report. For clarity, the following describes each use:

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/ Las Conchitas: This refers to the area immediately south of the San Albino mine, within the San Albino-Murra mining concession.

/ Las Conchitas deposit: This refers to the aggregate of all veins for which resources have been estimated within the Las Conchitas area.

/ Las Conchitas vein(s): This use of Las Conchitas explicitly refers to any individual vein or multiple veins that comprise the resources of the Las Conchitas deposit.

The Effective Date of this Technical Report is October 11, 2023.

2.2 QUALIFIED PERSONS AND SITE VISITS

Qualified Persons under NI43-101 that contributed to this report are Mr. Steven J. Ristorcelli, C.P.G., independent consulting geologist; Mr. Peter Ronning, P. Eng, independent consultant engineer; Dr. Matthew D. Gray, C.P.G., Principal Geologist with Resource Geosciences Inc., an independent technical consulting firm; Mr. John Rust, consulting metallurgical engineer and Chief Metallurgist for Mako US Corp.; Mr. Brian Ray, P. Geo., independent consultant geologist; and Mr. Thomas L. Dyer, P. E., Principal Engineer with Respec Company, LLC., an independent technical consulting firm. With the exception of Mr. Rust, the Qualified Persons have no affiliations with Mako, or their subsidiaries, except that of independent consultant/client relationships. Report responsibilities of the Qualified Persons are detailed in Table 2-2.

Ristorcelli and Gray have made multiple site visits, most recently from 15 to 21 March 2023, accompanied by Frank Powell and Zoran Pudar of Mako. This site visit included a review of recently drilled core, observation of core logging and sampling procedures, field checks of drill-collar locations, field visits to channel sampling locations in trenches and outcrops, visits to active exploration drill sites, a review of Mako's geologic model with Mako geologic staff, and review of land, legal, permitting, and environmental issues with the responsible Mako staff. The authors observed that the procedures were satisfactory and that the work was completed with careful attention to generating quality data.

Mr. Ray visited the site prior to the commencement of commercial production at San Albino. Mr. Ronning has not visited the project site. Mr. Rust most recently visited the project in the period 25 to 29 January, 2023. Mr. Dyer has not visited the project site.

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Table 2-2 Qualified Persons and Report Responsibilities

Item
Number		 Item Topic Responsible
Author(s)
1 Executive Summary as indicated below
1.0 -1.3 Property Description and Ownership Gray
1.4 Metallurgical Testing and Mineral Processing Rust
1.5 Mineral Resource Estimate Ristorcelli
1.6 Mineral Reserves Estimates and Mining Methods Dyer
1.7 Processing Rust
1.8 Project Infrastructure Rust
1.9 Environmental and Social Impact Gray
1.10 Capital and Operating Costs Rust
1.11 Conclusions, Interpretations, and Recommendations Ristorcelli
2 Introduction and Terms of Reference Ristorcelli
3 Reliance on Other Experts Gray
4 Property Description and Location Gray
5 Accessibility, Climate, Local Resources, Infrastructure and Physiography Gray
6 History Gray
7 Geological Setting and Mineralization Gray
8 Deposit Types Gray
9 Exploration Gray
10 Drilling as indicated below
10.0   Ristorcelli
10.1 - 10.3 Summary; historical drilling; San Albino and Las Conchitas drilling
Exclusive of 10.3.1.1		 Ronning
10.3.1.1 San Albino Norte drilling Gray
10.4 - 10.6 El Jicaro; Potrerillos; La Segoviana drilling Gray
10.7 - 10.9 Collar surveys; downhole surveys & summary statement Ronning
11 Sample Preparation, Analyses and Security as indicated below
11.0   Ristorcelli
11.1 - 11.2 Sample preparation & sample analysis Ronning
11.3.1 - Historical QA/QC; material & methods Ronning
11.3.3
11.3.4 San Albino QA/QC 2010 - 2020 Ristorcelli
11.3.5 San Albino QA/QC 2021-2022 Ray
11.3.6 - Las Conchitas QA/QC (trenches & drill holes) Ronning
11.3.7
11.4 - 11.5 Density & summary statement Ronning
12 Data Verification as indicated below
12.1 Site Visits Ristorcelli
12.2 Database Verification Ronning
12.3 Independent Verification Sampling Ristorcelli
12.4 Independent Verification of Drillhole Collars Gray
12.5 - 12.6 Specific gravity, summary statement Ronning

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Item
Number		 Item Topic Responsible
Author(s)
13 Mineral Processing and Metallurgical Testing Rust
14 Mineral Resource Estimates Ristorcelli
15 Mineral Reserve Estimates Dyer
16 Mining Methods Dyer
17 Recovery Methods Rust
18 Project Infrastructure Rust
19 Market Studies and Contracts Rust
20 Environmental Studies, Permitting and Social or Community Impact as indicated below
20.1 Environmental Studies and Known Environmental Issues Gray
20.2 Waste and Tailings Disposal, Site Monitoring, Water Management, Environmental Management Plans Rust
20.3 Permitting Gray
20.4 Social and Community Gray
20.5 Mine Closure Rust
21 Capital and Operating Costs Rust
22 Economic Analysis not applicable
23 Adjacent Properties Gray
24 Other Relevant Data and Information Ristorcelli
25 Interpretation and Conclusions Ristorcelli
26 Recommendations Gray
27 References Gray

2.3 FREQUENTLY USED ACRONYMS, ABBREVIATIONS, DEFINITIONS, AND UNITS OF MEASURE

In this report, measurements are generally reported in metric units. Where information was originally reported in imperial units, the authors have made the conversions as shown below. In some cases where there are tables of historical resource estimates or production totals, the authors did not convert the original units for historical completeness or to avoid changes to precision due to rounding.

Currency, units of measure, and conversion factors used in this report include:

Linear Measure    
1 centimeter = 0.3937 inch  
1 meter = 3.2808 feet = 1.0936 yard
1 kilometer = 0.6214 mile  
Area Measure    
1 hectare = 2.471 acres = 0.0039 square mile
1 manzana = 0.7044 hectare  

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Capacity Measure (liquid)    
1 liter = 0.2642 US gallons  
     
Weight    
1 gram = 0.03215 troy ounces  
1 kilogram = 2.205 pounds  
1 tonne = 1.1023 short tons = 2,205 pounds

Currency - Unless otherwise indicated, all references to dollars ($) in this report refer to currency of the United States.

Frequently used acronyms and abbreviations:

3D three dimensional
AA atomic absorption analytical method
Ag silver
As arsenic
Au gold
AuEq gold equivalent
Bi bismuth
BV Bureau Veritas laboratories
Ca calcium
CIL carbon-in-leach
cm centimeters
cm3 cubic centimeters
CO2 carbon dioxide
core diamond core-drilling method
C carbon
oC degrees Celsius
CN cyanide
CRM certified reference material
Cu copper
CV coefficient of variation
Fe iron
ft foot or feet
g grams
gal gallons
gpl grams per liter
GPS global positioning system
GRA gravimetric
ha hectares

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hr(s) hour(s)
ICP inductively coupled plasma analytical method
in. inch
INORG inorganic
kg kilograms
km kilometers
km2 square kilometers
kW kilowatt
l liter
m meters
Ma million annum
mg milligram
mm millimeters
Mo molybdenum
NaCN sodium cyanide
Ni nickel
oz ounce
ORG organic
Pb lead
ppm parts per million
ppb parts per billion
QA/QC quality assurance and quality control
RC reverse circulation drilling method
S sulfur
Se selenium
SiO2 silicon dioxide
SO4 sulfate
SG specific gravity
Sb antimony
Std Dev standard deviation
t metric tonne or tonnes
tph tonnes per hour
Ton or ton Imperial short ton
TOT total
Zn zinc

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3.0 RELIANCE ON OTHER EXPERTS (ITEM 3)

The authors are not experts in legal matters, such as the assessment of the validity of mining claims, mineral rights, and property agreements in Nicaragua or elsewhere. Furthermore, the authors did not conduct any investigations of the environmental, social, or political issues associated with the San Albino project, and are not experts with respect to these matters. The authors have therefore relied fully upon information provided by Mr. Oscar Molina, Country Manager for Mako, on July 21, 2023 with regards to the following:

/ Section 4.2, which pertains to land tenure; and

/ Section 4.3, which pertains to legal agreements and encumbrances.

The authors have relied fully upon information provided by Mr. Lewis Javier Fuentes, an expert in Nicaraguan environmental and permitting matters, of the Environmental Department of Mako, on July 18, 2023 with regards to the following:

/ Section 4.4, which pertains to environmental liabilities; and

/ Section 4.5, which pertains to environmental agreements and permits.

The authors have relied fully upon information provided by Ramon Encinas, Environmental & Safety Manager, Mako US Corp. current as of October 11, 2023 for Sections 20.1, and 20.3.

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4.0 PROPERTY DESCRIPTION AND LOCATION (ITEM 4)

The authors are not experts in land, legal, environmental, and permitting matters and express no opinion regarding these topics as they pertain to the San Albino project. Subsections 4.2 and 4.3 were prepared under the supervision of Oscar Molina, Country Manager for Mako. Mr. Lewis Javier Fuentes, an expert in Nicaraguan environmental and permitting matters and part of the Environmental Department of Mako, prepared and reviewed Sections 4.4 and 4.5 for Mako.

The authors do not know of any significant factors and risks that may affect access, title, or the right or ability to perform work on the property, beyond what is described in this report.

4.1 LOCATION AND LAND AREA

The San Albino project, which as herein defined includes the San Albino and Las Conchitas deposits and surrounding mineral concessions, is located in Nueva Segovia Department of the Republic of Nicaragua, 227km north of the city of Managua, and approximately 15km southeast of the northern border of Nicaragua with Honduras (Figure 4-1). The Nueva Segovia Department has a population of 211,200 (2005 census). Within the property, the San Albino gold deposit (the "San Albino deposit") is currently being mined by Mako and is located at Latitude 13° 41' 23"N and Longitude 86° 06' 04"W (597,200E, 1,513,600N, UTM Zone 16, WGS 84 Datum). The Las Conchitas deposit is located 0.5km south of the San Albino open pit. The small town of El Jicaro is located 6km northwest of the San Albino deposit and the town of Murra (population 1,000) is located 11.7km northeast of the San Albino deposit, within the northern part of the concessions (Figure 4-2).

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Figure 4-1 Location of the San Albino Project

(from Mako, 2020)

The San Albino project consists of four contiguous mining concessions (Figure 4-2) referred to as: 1) San Albino-Murra, 2) El Jicaro, 3) La Segoviana, and 4) Potrerillos concessions, respectively, and comprise a total of 18,816.72 hectares (188.17km2).

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Figure 4-2 San Albino Property Map

(from Mako, 2023; 5kmUTM grid lines for scale)

 

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4.2 MINERAL TITLE

Mako Mining Corp., indirectly through their subsidiary, Nicoz Resources, S.A., holds the legal titles of the San Albino-Murra, La Segoviana, and Potrerillos concessions according to the Nicaraguan Ministry of Mining, Resolution Numbers 611-RN-MC/2006, 008-DM002-2020, and 025-DM-003-2020, respectively. Mako Mining Corp., indirectly through their subsidiary, Gold Belt, S.A., holds the legal title of the El Jicaro concession according to the Nicaraguan Ministry of Mining, Resolution Number 012-DM-330-2012. The four mineral concessions are contiguous and total 18,816.72 Ha. Details of the individual concessions as well as the geographical UTM coordinates are shown in Table 4-1.

Mako provided the authors with certifications prepared by the Nicaraguan Ministry of Energy and Mines, dated 3 May 2023, confirming that:

1. Nicoz Resources, S.A. holds the legal titles of the San Albino-Murra, La Segoviana, and Potrerillos concessions;

2. Gold Belt, S.A. is the holder of the mining concession "El Jicaro";

Senior management of Mako has affirmed to the authors that both Gold Belt S.A. and Nicoz Resources S.A. are validly existing legal entities in good standing of all their technical and economic obligations with the Ministry of Energy and Mining of the Republic of Nicaragua in accordance with the provisions of the Law, as of the effective date of this report, and that Nicoz Resources, S.A. and Gold Belt, S.A. are wholly owned subsidiaries of Mako Mining Corp.

Nicoz Resources, S.A. is registered under number 26810-B5, page 24/ 39, entry 921-B5 of the Second Book of Corporations; and under number 36,118, pages 105/106; entry 169 of the Book of Legal Persons, both Books recorded by the Public Registry of Managua. Gold Belt, S.A. is registered under number 2188, page 502/514, entry 921-B5 of the Second Book of Corporations; and under number 8,011, pages 267/268; entry XXI of the Book of Legal Persons, both Books recorded by the Public Registry of Masaya.

Annual fee payments on the mineral concession are required on a semi-annual basis, payable January 1 to 30 and July 1 to 30 each year. The payments escalate from US$0.25 per hectare to US$8.00 per hectare over the first 10 years and are US$12.00 per hectare thereafter (Table 4-2).

Concession fees and taxes have been paid in full to December 31, 2023. The annual holding costs for the San Albino concessions are estimated at $185,420 (Table 4-3).

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Table 4-1 Details of San Albino Project Concessions

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Table 4-2 Annual Concession Fees 

ANNUAL CONCESSION FEE $US/HECTARE 
1 Year $0.25
2 Year $0.75
3 and 4 Year $1.50
5 and 6 Year $3.00
7 and 8 Year $4.00
9 and 10 Year $8.00
11 Years or more $12.00

Table 4-3 Summary of Annual Property Tenure Costs

MINING CONCESSION AREA
(Hectares)		 GRANTED EXPIRES 2023 ANNUAL
SURFACE FEE		 TOTAL U$
ANNUAL
AMOUNT		 SURFACE FEE
PAYMENT STATUS
San Albino-Murra 611-RN-MC-2006 8700.00 June 27, 2006 June 26, 2031 U$12.00 X Hect. $104,400.00 Valid to Dec 31,
2023
La Segoviana 008-DM-002-2020 3845.80 June 3th,2020 June 2th,2045 U$1.50 X Hect. $5,768.70 Valid to Dec 31,
2023
Potrerillos 041-DM-24-2007 1200.00 July 26, 2007 July 25,2032 U$12.00 X Hect. $14,400.00 Valid to Dec 31,
2023
El Jicaro 029-DM-107-2008 5070.92 Sep 29 ,2008 Sep,28,2033 U$12.00 X Hect. $60,851.04 Valid to Dec 31,
2023
TOTAL LAND PACKAGE 18816.72   TOTAL ANNUAL FEE 2023. $185,419.74  

Surface Rights

Mako has purchased the surface rights over 100% of the area covering the San Albino deposit and the majority of the Las Conchitas deposit. Additional surface rights were purchased to cover all the area permitted for infrastructure and mining facilities. Mako has acquired surface rights, as shown in Figure 4-3, totaling 915.584 manzanas (644.937 hectares) in 92 individual properties and has purchase options agreements for an additional four properties totaling 297.247 manzanas (209.38 hectares). Mako is currently negotiating the purchase of additional properties on future exploration areas.

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Figure 4-3 Surface Rights Owned by Mako

(from Mako, 2023; 1km UTM grid lines for scale)

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4.3 AGREEMENTS AND ENCUMBRANCES

The San Albino-Murra concession was originally granted to Delgratia Mining Corporation by Decree No 179- RN-MC/2002, dated February 4, 2002. On November 10, 2003, the property was transferred to Chorti Holdings, S.A., by Decree No 346-RN-MC/2003. The property was transferred to Nicoz Resources, S.A., ("Nicoz") the present title holder, by Decree No 611-RN-MC/2006, dated June 22, 2006. The concession is valid for a period of 25 years ending on February 3, 2027 and may be renewed for a further 25 years.

On May 7, 2012, Golden Reign announced the completion of an 80% earn-in interest in the San Albino-Murra concession pursuant to the terms of a four-year property option agreement dated June 26, 2009, with Nicoz, a private Nicaraguan company. Under the terms of the property option agreement, consideration paid for the 80% interest consisted of:

/ Aggregate cash payments totaling US$450,000

/ The issuance of 4,000,000 common shares of Golden Reign

/ Completion of exploration expenditures of US$5,000,000

On October 31, 2012, Golden Reign announced an agreement to acquire the remaining 20% interest in the San Albino-Murra concession by making cash payments totaling US$650,000 and issuing 2,100,000 common shares from its treasury over a period of 12 months. The acquisition of the remaining 20% was completed in October 2013, as reported in Golden Reign's Management Discussion and Analysis for the six months ending October 31, 2013.

The El Jicaro concession was acquired in February 2012 from a Nicaraguan title holder. Aggregate costs incurred to purchase and transfer title of the mining exploration and exploitation license were US$120,000. The El Jicaro concession license is valid for a period of twenty-five years, until September 28, 2033, and may be renewed for a further 25 years.

The mining concessions are subject to annual exploration reports, to be submitted to the Government of Nicaragua, and annual taxes. All concessions are subject to a 3% net smelter return ("NSR") royalty on gold production, payable to the Government of Nicaragua.

On July 11, 2014, Golden Reign announced the completion of a US$15.0 million gold-streaming facility with Marlin Gold Mining Ltd ("Marlin") to provide financing for the development of the San Albino project. Under the terms of the facility, a wholly owned subsidiary of Marlin ("Marlin subsidiary") was entitled to purchase 40% of gold production at US$700 per ounce until Golden Reign repaid US$19.6 million. Prior to commercial production, the Marlin subsidiary was entitled to an 8% semi-annual coupon on the US$15.0 million. On commercial production, Golden Reign was required to make minimum monthly payments of US$282,800. After Golden Reign repaid the US$19.6 million, the Marlin subsidiary was entitled to purchase 20% of the gold production at US$700/ounce subject to a 1% annual price escalation after three years of commercial production, plus 50% of the price differential should the gold price exceed US$1,200/ounce.

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Mako was formed on August 3, 2018, when Golden Reign, Marlin and Sailfish Royalty Corp. ("Sailfish") entered into a definitive agreement whereby Mako acquired all of the issued and outstanding shares of Marlin (the "Marlin Transaction"). As a condition to closing the Marlin Transaction, Mako and its subsidiaries, Marlin and one of its subsidiaries, and Sailfish entered into a master agreement (the "Sailfish Master Agreement") whereby:

(a) the parties agreed to restructure the existing gold stream on a certain area of interest on the San Albino deposit totaling approximately 3.5km2 (the "AOI") (refer below);

(b) Marlin made cash payments to Sailfish in respect of any amounts recovered by Marlin in certain lawsuits Marlin has filed against the Mexican tax authority for the purpose of obtaining previously denied Mexican value added tax refunds, net of certain interest and inflation adjustments and applicable legal fees;

(c) Sailfish extinguished Mako's liability of $1,100,985 associated with the existing gold stream on the AOI;

(d) Sailfish's remaining funding obligation of approximately $13.9 million was eliminated; and

(e) Marlin assigned to Sailfish its El Compas Royalty and La Cigarra Royalty and granted an option to Sailfish to purchase its Gavilanes property in Mexico.

Under the terms of the Sailfish Master Agreement, Mako, Marlin and Sailfish restructured the gold stream arrangement (the "Amended and Restated Gold Purchase Agreement") whereby the terms and conditions of the Amended and Restated Gold Purchase Agreement provide Sailfish with the right to purchase 4% of the mineral resources for 25% of the spot price of gold at the time of sale with respect to the AOI.

In addition, the parties agreed to a new royalty agreement whereby Mako and its subsidiaries have granted Sailfish a 2% NSR royalty on production from the San Albino-Murra mining concession (exclusive of the AOI) and the El Jicaro concession. The Las Conchitas deposit is subject to this 2% NSR royalty.

On August 30, 2021 Mako announced the signing of a loan agreement with Sailfish for a gold-linked loan pursuant to which Sailfish provided an $8 million unsecured gold-linked term loan to Mako (the "Term Loan"). As compensation for making the Term Loan available to Mako, Sailfish was entitled to certain cash compensation (the "Lender Compensation") based on the prevailing price of gold per ounce, subject to a floor price of $1,750 and a ceiling price of $2,000. Mako made 24 monthly cash payments to Sailfish on account of the principal amount of the Term Loan and the Lender Compensation, which equalized the cash equivalent of 205 ounces of gold multiplied by the preceding month's average gold price pursuant to the terms of the Loan Agreement. On March 2, 2023 Mako announced that it had reached an agreement with Sailfish whereby the remaining seven payments of the outstanding gold-linked loan were made in physical silver. At of the end of Q3 2023 Mako was current on its obligations and at the end of Q3 Mako made the seven remaining payments.

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On May 25, 2023 Mako announced that it had entered into a 24-month silver stream (the "Initial Silver Stream") to Sailfish for cash consideration of US$6,000,000 payable by Sailfish to Mako on the closing of the Initial Silver Stream transaction and an option (the "Option") to Sailfish, exercisable at the discretion of Sailfish on or after 12 months following the closing of the Initial Silver Stream upon payment of additional cash consideration of US$1,000,000, to purchase subsequent silver produced from the San Albino mine, or from concessions currently owned by Mako and processed through Mako's San Albino processing facility, until silver production is no longer economically viable as mutually agreed between Mako and Sailfish (the "Transaction"). The material terms of the Transaction are as follows:

/ Mako has agreed to deliver to Sailfish 13,500oz of silver from its concessions, or alternatively gold equivalent ounces or silver credits, at the end of each month beginning on the last day of the first full month immediately following the closing date of the Transaction.

/ The obligations of Mako under the definitive silver stream agreement to be entered into between the parties shall be secured by a mortgage in favor of Sailfish against Mako's San Albino property.

The only registered encumbrance on Title of the San Albino-Murra concession is a mortgage in favor of Sailfish, registered under number 1, Book 1, pages 6 and 7, entry 3rd, from the Mortgages Section of the Special Book of Concessions recorded by the Public Registry of Nueva Segovia.

There are no registered encumbrances on Titles of the El Jicaro, La Segoviana, or Potrerillos concessions.

4.4 ENVIRONMENTAL LIABILITIES

No environmental liabilities were identified in the Environmental Impact Study ("EIS") for the San Albino mine and the environmental permit was issued on September 12, 2017 following the public consultation meeting.

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No environmental liabilities were identified in the EIS for the mining of the Las Conchitas deposit. Issuance of the environmental permit is pending.

4.5 ENVIRONMENTAL PERMITTING

In order to conduct exploration activities in Nicaragua such as geophysics, geochemistry, trenching and drilling, an environmental permit is required from the Ministry of Natural Resources and Environment ("MARENA"). The permits require submittal of a plan of work report and EIS. The permit does specify an expiration date and exploration activities must commence within 18 months from the date of issue or the permit is invalidated.

In addition, MARENA, requires the Company to submit semi-annual and annual environmental status reports and MARENA conducts site inspections several times a year to ensure the Company is in compliance. Once the established limits of drillholes and trenches are reached, the Company can apply for a new permit.

San Albino - Murra Concession

Nicoz Resources, S.A. submitted a plan of work report and an EIS to MARENA, and was permitted to conduct exploration work including diamond drilling, trenching, soil sampling and geological mapping under Administrative Resolution No. DGCA-P0040-1111-030-2012, (San Albino-Murra Geological Exploration) on September 12, 2012 and a subsequent modification and expansion of permitted activities granted on April 28, 2021.

The environmental permit for the development, construction, and operation of up to a 500 tonnes per day operation at the San Albino gold deposit was issued by MARENA to Nicoz Resources S.A. by Administrative Resolution DGCA/P0030/0615/007/2017. On July 2, 2020 MARENA issued Administrative Resolution DGCA-180620-P0267-1 which amended the environmental permit granted in 2017 to allow for the processing of up to 1,000tpd at the San Albino gold project. The amendment is 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. All other provisions contained in the environmental permit granted in 2017 remain in force and are fully applicable apart from the increased throughput from 500tpd to 1,000tpd.

Processing of any material sourced from the Las Conchitas deposit can be done at the existing operating San Albino plant under the terms of the current permit. Mining of deposits at Las Conchitas will require approval of a new EIS. On June 28, 2023 MARENA issued to Nicoz a Letter of No Objection MEM-VM-EMC-004-06- 2023 which comprises the environmental permit necessary for bulk sample mining of the Las Conchitas deposit(s) and forms the legal basis under which the Ministry of Energy and Mines and the National Police allow the use of industry standard blasting methods for the bulk mining. Appropriate notice of use of blasting agents was made to both agencies on 16 August 2023. This bulk sampling is ongoing while the EIS for large- scale mining of deposits at Las Conchitas is under review. The Las Conchitas EIS was received by MARENA on 11 July 2023. The Municipality of El Jicaro has authorized Nicoz to temporarily close municipal roads and to create alternate access roads as required for exploitation of deposits at Las Conchitas.

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El Jicaro Concession

The El Jicaro Exploration Environmental Permit was issued by MARENA to Gold Belt S.A. by Administrative Resolution DGCA-P0028-0812-023-2013, (Geological Exploration El Jicaro) on December 3, 2013. The El Jicaro environmental permit specifies 331 diamond drillholes or 100,000m and 400 trenches with dimensions of 50m to 70m long, 2m deep and 1m wide.

The El Jicaro Exploration Environmental Permit is valid until May 20, 2026.

La Segoviana

The La Segoviana environmental permit was issued by MARENA to Nicoz Resources S.A. by Administrative Resolution DGCA-270521-P1536/036/2021, (Geological Exploration La Segoviana) on December 17, 2021. The permit is valid for 10 years and is renewable for up to an additional 20 years. The Company is now permitted to drill up to 1,100,000m as follows: 500,000m of diamond drilling; 300,000m of RC drilling; and 300,000m of blast hole drilling. The Company is also permitted to carry out up to 32,500m of trenching.

Potrerillos Concession

The Potrerillos environmental permit was issued by MARENA to Nicoz Resources S.A. by Administrative Resolution DGCA-260221-P1177/-25/2021, (Geological Exploration Potrerillos) on November 15, 2021. Starting from November 15, 2021, the permit is valid for 10 years and is renewable for up to an additional 20 years. The Company is now permitted to drill up to 800,000m as follows: 250,000m of diamond drilling; 250,000m of reverse circulation ("RC") drilling; and 300,000m of blast hole drilling. The Company is also permitted to carry out up to 12,000m of trenching.

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5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY (ITEM 5)

The information summarized in this section is derived from publicly available sources, as cited. The authors have reviewed this information and believe this summary is materially accurate.

5.1 ACCESS TO PROPERTY

Access to the property from Managua City, the national capital and closest international airport, is via the Pan American Highway (Highway CA-1) 193km to the paved road Highway CA-6, then continuing another 20km north to Ocotal City. From Ocotal City one travels the paved road, Highway NIC-29, 33km east, and then turns onto paved road NN-16 on which one continues for 13km east to the town of Susucayan. At Susucayan NN-16 becomes the paved road NIC-55, which continues another 7km north to the village of El Jicaro. From El Jicaro, a well maintained dirt road leads to the San Albino project. The drive time to the project from Mako's offices in El Jicaro is typically 15 to 20 minutes.

The surface rights as described in Section 4.0 are sufficient for the mining and exploration activities proposed in this report. The authors are not aware of any concerns that would prevent access to the property.

5.2 CLIMATE

The climate in Nicaragua is tropical. Mining and exploration can be conducted year-round. The area experiences dry and rainy seasons. The dry season runs from December to May during which there is virtually no rain. The rainy season begins in late May; it often rains once a day for generally short periods of time. The heaviest rains usually occur in September and October and can bring strong tropical downpours. Temperatures are warm to hot throughout the year and show very little variability (Table 5-1).

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Table 5-1 Climate Data for El Jicaro, Nicaragua

(modified from https://en.climate-data.org/, 2020)

Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Average Min. Temperature (°C) 15.8 15.9 16.8 18 19.2 19.3 19.1 18.9 18.8 18.8 17.3 16.4
Average Max. Temperature (°C) 28.5 29.6 31.2 32 31.9 29.9 29.3 29.2 29.5 29.5 28.6 28.1
Precipitation (mm) 24 7 4 66 87 255 178 169 226 201 74 33

5.3 PHYSIOGRAPHY

The San Albino property lies in an area of moderate to steep relief with elevations at the property mainly ranging from 450 to 650 meters above sea level. In the northern portion of the San Albino-Murra concession the elevation reaches up to 1,218m above sea level and the highest elevation within the La Segoviana concession is 1,250m above sea level. Soil cover is usually less than half a meter with saprolite development grading into oxidized rock beneath. The active weathering environment means that rock outcrops are rare in the hilly areas and more common in the drainages. Vegetation ranges from dense tree cover to thick brush and undergrowth. Most of the developed land is devoted to small-scale farming of crops or pasture for cattle.

5.4 LOCAL RESOURCES AND INFRASTRUCTURE

Nicaragua has moderately well-developed infrastructure including a network of roads, communications, airports, and seaports. The area has a long history of small-scale mining and Nicaragua has several active mines elsewhere in the country. A skilled work force is available by ground transport from Managua, about 200km to the south, and other, closer towns within the country. Many of the geologists working at the San Albino project studied geology at the university in Managua.

Electrical power for the San Albino project can be obtained from the national grid system that passes less than one kilometer from the San Albino deposit (Puritch, et al., 2015). Mako's camp and office facilities in El Jicaro are supplied from the grid, however the processing plant relies on its own diesel generators for power. Mako is currently mining the San Albino deposit and thus has trackhoes, bulldozers, haul trucks, and blast hole drills onsite and additional heavy equipment is available to be contracted locally. Water for drilling is readily available from the El Jicaro, Murra, and Susucayon rivers as well as several creeks that flow through the property year-round. Mako has developed tailings storage areas, waste-rock disposal areas, and processing sites within the property for the San Albino deposit and there are adequate locations for developing tailings storage areas, waste-rock disposal areas, and processing sites for the Las Conchitas deposit.

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6.0 HISTORY (ITEM 6)

This section is modified from Puritch et al. (2015) and MDA (2020) which drew on the information summarized by Puritch et al. (2013), Kowalchuk (2011), and Price (2009). Dr. Gray has reviewed this information and believes it is a materially accurate summary of the history of the San Albino project.

The early history of the property was summarized by Peale (1948). Gold-quartz vein mineralization was discovered at the San Albino project area (Figure 6-1) around 1790 by Spaniards during placer mining activities on the Rio Cocos. Spaniards initially mined gold at the San Albino deposit from an open pit and subsequently by underground methods. Flooding eventually stopped the early work. From 1885 to 1926 and possibly into the 1930s, the property was worked by several operators. The last significant work was from 1922 to 1926, when Charles Butters, an American metallurgist, built a mill on site and mined approximately 3,000 tons. The operation was seized in 1926 by Augusto Sandino, leader of the Nicaraguan revolution.

Historical mining and production at the El Jicaro concession (Figure 6-1) was centered primarily in the El Golfo area, which was mined for gold by the Spaniards in the 18th century. Later mining was by underground methods until 1915 when a flood destroyed a wooden dam and part of the mill.

The historical exploration and mining at the San Albino project area, prior to the work of the issuer of this report, is summarized in Table 6-1, from Price (2009), Kowalchuk (2011), Puritch et al. (2013) and sources cited therein.

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Figure 6-1 Areas of Historical Exploration, San Albino Project

(from Mako, 2020; grid lines at 5km for scale)

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Table 6-1 Historical Exploration and Mining of the San Albino project

Year Company Exploration
1885-1899 Ramon Raudales Reportedly mined 12,000 tons of material at an estimated recovery of $12.00/ton and an estimated head grade of $15/ton.
1899-1906 San Albino Mines
Ltd.		 2,000 tons of material, that averaged $17.00/ton, was mined from stopes and pillars.
1906-1912 Jicaro Gold Estates
Ltd.		 11,000 tons of "ore", valued at $7.00/ton was mined from pillars and dumps.
1912-1920 John May and G.J.
Williams		 Mined 7,000 tons at an estimated value of $11.00/ton. 1,500 tons was stoped and the remainder was taken from development and pillars.
1922-1926 Charles Butters Heavy mill equipment brought to property, small production of about 10 tons per day. Dam built on the El Jicaro River for power. 3,000 tons mined.
1926 Augusto Sandino Took over the mine with the miners and milled the 3,000 tons of stockpiled material previously mined by Charles Butters.
1935 New York and
Honduras Rosario
Mining Co.		 Sampling conducted on the 400 level.
1938 General Anastasio
Somosa		 Intermittent operations in late 1930s and early 1940s. Closed down after the hydroelectric dam on the El Jicaro river was lost. No production records exist.
1948 Luis Somosa Property inspected by Rodgers Peale, a mining consulting engineer, who wrote a compilation report of work done to 1948.
1981   The historic San Albino mine plant was burned down by Sandinista revolutionaries and the remains of the mill equipment were scattered at the plant site.
1996 Western Mining
Corporation		 The 200L, 400L and Naranjo cross cut were channel sampled at 1.5m intervals. The 300L cross cut was reopened for a distance of 87m but didn't reach the 300L main drift. The 300L cross cut was channel sampled at 1.5m intervals from the entrance to 44.2m.
1996-1997 Western Mining
Corporation		 Conducted the first modern exploration on the Quilqli-Murra concession, an area covering 106,600 hectares, which included the 8,700 hectares that later became the San Albino-Murra mining concession. Exploration work included a stream-sediment survey, and rock chip and soil sampling. Two shallow, vertical holes were drilled.
1997-2006 Resources and
Mining
S.A.; Pila Gold Ltd		 Reopened old cross-cuts at different levels but could not reach the main drift. A soil survey and shallow core drilling were done at the San Albino hanging wall. Geological mapping, rock, soil, stream-sediment and trench sampling were conducted.
2006-2009 Condor Gold Plc. Excavated and sampled 75 trenches totaling 2,250m; collected 1,100 rock and soil samples, and drilled 22 RC and two core holes.

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6.1 MODERN-ERA EXPLORATION HISTORY

Modern-era exploration began in the late 1990s and was focused on the San Albino and Arras veins, within the San Albino deposit area shown in Figure 6-1. Other significant prospects and workings are shown as well.

6.1.1 1996-1997 WESTERN MINING CORPORATION

Western Mining conducted the first modern exploration from 1996 to 1997 on the Quilali-Murra exploration concession, which included the San Albino-Murra concession. Work included stream-sediment and rock chip sampling over the San Albino-Murra concession area. Soil samples were collected on 500m intervals along trails and footpaths crossing the area. Two vertical core holes were drilled to shallow depths. The details of this drilling are summarized in Section 10.2.1.

6.1.2 1997-2006 RESOURCES AND MINING S.A.

In 1997 through 2006, Resources and Mining S.A. ("REMISA") controlled the property and focused its efforts on the historical San Albino mine. REMISA reopened historical cross-cuts at different levels but could not reach the main drift. An unknown number of shallow core holes were drilled, as discussed further in Section 10.2.2. Additionally, soil samples and rock chip samples were collected.

6.1.3 2003 PILA GOLD LTD.

During the second half of 2003, Pila identified and mapped 350 showings of mineralization, and collected 893 rock samples, 189 soil samples, and 43 silt samples from the San Albino vein and adjacent Murra area. Pila hand-excavated and sampled 24 trenches. Most work was concentrated in the Las Conchitas area and the historical San Albino mine.

6.1.4 2006-2009 CONDOR GOLD PLC.

In 2006 to early 2009, Condor Gold Plc. ("Condor") focused its exploration on the San Albino and Arras vein areas of the property (Figure 6-1). Condor collected 2,398 samples from 75 trenches totaling 2,250m. A total of 694 samples were taken from a total of 584m in 82 road cuts. Condor mapped or inspected 246m of eight adits from which 246 samples were taken. Also, 1,100 rock chip and soil samples were taken. Twenty-two reverse circulation ("RC") drillholes and two RC holes finished with core tails, having a cumulative total of 2,754m, were drilled at the Arras and San Albino veins. The details of this drilling are summarized in Section 10.2.3.

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6.1.5 2009-2018 GOLDEN REIGN RESOURCES, LTD.

Golden Reign Resources, Ltd. ("Golden Reign") acquired the San Albino-Murra concession in 2009. In 2018, Golden Reign merged with Marlin Gold Mining Ltd. ("Marlin") to form Mako Mining Corp. The exploration conducted in 2009 through 2018 by Golden Reign (now Mako) is summarized in Section 9.0 together with Mako's exploration in the period 2019 to 2023 to the effective date of this report.

6.2 HISTORICAL MINERAL RESOURCE ESTIMATES

The authors are aware of five historical resource estimates for the San Albino project, which includes the adjacent, historical San Albino and Arras underground workings. These workings were formerly identified as separate mines (the San Albino and Aguja de Arras mines). These estimates are relevant for historical completeness.

6.2.1 1948 PEALE HISTORICAL ESTIMATE, SAN ALBINO AND ARRAS

A historical resource estimate for what were then known as the San Albino and Aguja de Arras mines was reported by Peale (1948) and is shown in Table 6-2 This estimate combined mapping and sampling work at Aguja de Arras by that author, Rogers Peale, along with past work by Charles Janin, who mapped, sampled, and assayed the San Albino and Aguja de Arras underground workings circa 1934, and a 1921 report written by A.W. Newberry for Charles Butters. The current mineral resources for the San Albino project are discussed in Section 14.2.

Table 6-2 Historical 1948 Resource Estimate, San Albino and Aguja de Arras Mines

(modified from Peale, 1948)

Mine Tons Vein Width
(feet)		 Value*
(USD/ton)		 US$**
San Albino 80,486 8.5 18.60 1,497,151.55
Aguja de Arras 1,981 4.0 25.81 51,133.50
GRAND TOTAL 82,467 8.4 18.77 $ 1,548,285.05
  *The price of gold in 1948 was $35/oz; **1948 dollars  

The authors have not done sufficient work to classify the historical estimates summarized in Table 6-2 as current mineral resources or mineral reserves, which are relevant only for historical context, and Mako is not treating these historical estimates as current mineral resources or mineral reserves. The classification terminology is presented as described in Price (2009) and these terms do not conform to the Measured, Indicated, and Inferred Mineral Resource classifications as set out in the CIM Definition Standards. The authors are unaware of the key assumptions, parameters, and methods used to prepare the historical estimates.

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Accordingly, these estimates should not be relied upon. The current mineral resources for the San Albino project are discussed in Section 14.2. The value of mineralized material in the Peale estimate was calculated based on a gold price in 1948 of $35 per troy ounce. The historical San Albino mine workings were not accessible at the time of Price's visit in 2009.

Janin's original maps (1934) and cross sections are archived at the Huntington Library in San Marino, California. Additional data from Janin's (1934) work at the San Albino mine are held in the Thayer Lindsley Collection at the University of Wyoming. Copies from both libraries were obtained by Mako personnel. The present authors have not assessed these historical records.

6.2.2 2008 ARRAS MINE HISTORICAL RESOURCE ESTIMATE

In 2008, Geosure Geological Consultants of Australia completed a resource estimate for the Arras vein about 0.5km southeast of the historical San Albino underground mine for Condor (Montgomery, 2008) as summarized in Table 6-3. The estimate was apparently based upon sampling from 15 drillholes and an unspecified number of trenches. At the time of the estimate, Condor was in an earn-in agreement with Nicoz Resources S.A., a private Nicaraguan company.

Table 6-3 Geosure 2008 Historical Resource of the Arras Mine

(from Montgomery, 2008)

Cutoff Grade
g Au/t		 Tonnes Average Grade
g Au/t		 Contained Ounces Au
0.5 480,000 5.1 78,000
0.8 410,000 5.8 77,000
1.0 390,000 6.1 76,000

The authors have not done sufficient work to classify the 2008 historical estimate summarized in Table 6-3 as current mineral resources or mineral reserves, which are relevant only for historical context, and Mako is not treating these historical estimates as current mineral resources or mineral reserves. The key assumptions, parameters, and methods were given in Montgomery (2008). The resources were classified as Inferred by Montgomery (2008) due to several "significant risk" factors including low data density, lack of geologic understanding, and poor data quality. The current mineral resources for the San Albino deposit are discussed in Section 14.2.

6.2.3 SAN ALBINO 2013 HISTORICAL RESOURCE ESTIMATE, P & E CONSULTANTS, INC.

In 2013, P & E Consultants of Toronto, Ontario performed a resource estimate for the San Albino project (Table 6-4) that was presented in the Technical Report of Puritch et al. (2013). The resource estimate included the San Albino, Naranjo, and Arras vein systems, a series of stacked, shallowly west-dipping veins. The estimate was based on data from 154 core holes and 12 trenches, and included 16,798 samples containing gold and silver assays. With some exceptions, according to Puritch et al. (2013), the resource estimate included only vein domains that showed spatial and geologic continuity at or greater than 1.5g Au/t, and domains were generally not permitted to extend beyond 25m of drillhole piercements. Individual blocks in the block model measured 2m (x-direction) by 6m (y-direction), by 2m (z-direction). The estimate was based on a gold price of $1,592/oz and a silver price of $32/oz.

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Table 6-4 P & E 2013 San Albino Historical Resource Estimate

Open Pit Resource Estimate at 0.50 g AuEq/t Cutoff Grade
Classification Tonnes g Au/t g Ag/t g AuEq/t Au (oz) Ag (oz) AuEq (oz)
Indicated 247,000 9 10.8 9.18 71,000 86,000 73,000
Inferred 682,000 8.25 10.7 8.42 181,000 234,000 185,000
Underground Resource Estimate at 1.50 g AuEq/t Cutoff Grade
Classification Tonnes g Au/t g Ag/t g AuEq/t Au (oz) Ag (oz) AuEq (oz)
Indicated 101,000 6.59 9.7 6.76 21,000 31,000 22,000
Inferred 2,689,000 7 10.6 7.17 605,000 912,000 620,000
Total Open Pit and Underground Resource Estimate
Classification Tonnes g Au/t g Ag/t g AuEq/t Au (oz) Ag (oz) AuEq (oz)
Indicated 348,000 8.3 10.5 8.47 92,000 117,000 95,000
Inferred 3,371,000 7.25 10.6 7.43 786,000 1,146,000 805,000

The authors have not done sufficient work to classify the historical estimates in Table 6-4 as current mineral resources or mineral reserves. The estimates in Table 6-4 are relevant only for historical context, Mako is not treating these historical estimates as current mineral resources or mineral reserves, and these estimates should not be relied upon. Although Puritch et al. (2013) used the CIM Definition Standards to classify the mineral resources, these historical resources have been superseded by the current mineral resources discussed in Section 14.2.

6.2.4 2015 SAN ALBINO HISTORICAL RESOURCE ESTIMATE, P & E CONSULTANTS, INC.

P & E Consultants provided another resource estimate in 2015 following more drilling and trenching by Golden Reign (now Mako). These are reported in the Technical Report by Puritch et al. (2015) and summarized in Table 6-5. The 2015 estimate included 193 drillholes (177 core holes and 16 RC holes) and 36 trenches, which collectively contained 26,654 gold assays and 25,422 silver assays. A total of 11 mineral domains were used, each of which were, according to Puritch et al. (2015):

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"defined by continuously mineralized structures along strike and down dip, and assay intervals equal to or greater than 0.75g AuEq/t for the potential open pit mining area, and 2.0g AuEq/t for the potential underground mining area using an optimized pit shell as a guideline."

Table 6-5 P & E 2015 San Albino Historical Resource Estimate

  Zone CLASS Cutoff Tonnage Au Contained Au Ag Contained
Ag		 AuEq Contained
AuEq
g AuEq/t Tonnes g/t oz g/t oz g/t oz
In-pit Oxide Indicated 0.75 485,000 6.26 97,700 12.9 200,700 6.40 99,900
Inferred 0.75 313,000 5.05 50,900 9.5 95,600 5.16 51,900
Sulfide Indicated 0.75 171,000 9.59 52,700 12.2 67,000 9.77 53,700
Inferred 0.75 567,000 7.74 141,100 10.82 197,700 7.90 144,000
Subtotal Indicated 0.75 656,000 7.13 150,400 12.7 267,700 7.28 153,600
Inferred 0.75 880,000 6.78 192,000 10.4 293,300 6.93 195,900
Out of
pit		 Oxide Indicated 2.0 9,000 3.36 1,000 5.3 1,500 3.41 1,000
Inferred 2.0 15,000 2.89 1,400 11.8 5,800 3.02 1,500
Sulfide Indicated 2.0 13,000 3.57 1,500 6.4 2,700 3.66 1,500
Inferred 2.0 2,172,000 8.51 594,400 13.7 955,200 8.72 608,700
Subtotal Indicated 2.0 22,000 3.48 2,500 5.9 4,200 3.56 2,500
Inferred 2.0 2,187,000 8.47 595,800 13.7 961,000 8.68 610,200
Total Oxide Indicated 0.75/2.0 494,000 6.21 98,700 12.7 202,200 6.35 100,900
Inferred 0.75/2.0 328,000 4.95 52,300 9.6 101,400 5.06 53,400
Sulfide Indicated 0.75/2.0 184,000 9.17 54,200 11.8 69,600 9.34 55,200
Inferred 0.75/2.0 2,739,000 8.35 735,500 13.1 1,152,900 8.55 752,700
Total Indicated 0.75/2.0 678,000 7.01 152,900 12.5 271,800 7.16 156,100
Inferred 0.75/2.0 3,067,000 7.99 787,800 12.7 1,254,300 8.17 806, 100

(1) The Ag:Au ratio used for Oxide Mineralization was 92:1, and 67:1 for Sulfide mineralization

Puritch et al. (2015) used a gold price of $1,404/oz and a silver price of $23.47/oz. The estimate was reported using a cutoff of 0.75g Au/t for open pit resources and 2.0g Au/t for underground resources. Although the Puritch et al. (2015) estimate used the CIM Definition Standards to classify the mineral resources, the authors have not done sufficient work to classify the historical estimates summarized in Table 6-5 as current mineral resources or mineral reserves. The 2015 estimates are relevant only for historical context, Mako is not treating these historical estimates as current mineral resources or mineral reserves, and these estimates should not be relied upon. These historical resources have been superseded by the current mineral resources discussed in Section 14.2.

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6.3 HISTORICAL PRODUCTION

The earliest exploitation is considered to have taken place during the Colonial era in the late 1700s, although no records of production are known from that time. More recent, albeit incomplete production records are known from underground mining during 1885 through 1926 under several operators (Peale, 1948). The estimated gold production from the historical San Albino mine, based on these records, is about 18,200 ounces as summarized in Table 6-6. The authors have no information on the production from the historical El Golfo mine in the El Jicaro concession.

Table 6-6 Historical Gold Production, San Albino Underground Mine

(modified from Peale, 1948)

Years Owner Mined Tons Recovered Grade
US$/ton		 Approximate Production
Au* (oz)
1885-1899 Ramon Raudales 12,000 $12.00 7,000
1899-1906 San Albino Mines Ltd. 2,000 $17.00 1,600
1906-1912 Jicaro Gold Estates Ltd. 11,000 $7.00 3,700
1912-1920 John May and G.J. Williams 7,000 $11.00 3,700
1922-1926 Charles Butters 3,000 15 2,200
  Total 35,000 10.8* 18,200
*Using the pre-1935 gold price of $20.67/oz.

6.4 PRODUCTION BY MAKO, 2021 TO 2023

Mako commissioned the San Albino mill on May 12, 2021 and declared commercial production on July 1, 2021. From May 12, 2021 through September 30, 2023; 84,636 Troy ounces of gold have been produced from the San Albino deposit, from 433,394 tonnes milled at an average grade of 7.34 g Au/t, with average gold recovery of 82.7%.

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7.0 GEOLOGIC SETTING AND MINERALIZATION (ITEM 7)

The information presented in this section of the report is derived from multiple sources, as cited, and is based on the compilation presented by MDA (2020) and supplemented by post 2020 geologic studies. The authors have reviewed this information and believe this summary accurately represents the San Albino project geology and mineralization as it is presently understood.

7.1 REGIONAL GEOLOGIC SETTING

Northwestern Nicaragua, which includes the San Albino project area, is partly underlain by arc-related sedimentary rocks. These strata are included into the Chortis Block ("CB"), which includes pre-Cenozoic basement rocks ranging in age from Proterozoic through middle Mesozoic in neighboring Honduras, El Salvador, and Guatemala. The CB includes the only exposed cratonic basement of the Caribbean Plate (Rogers et al., 2007). Regional correlations suggest some CB strata were deposited along the continental margin of the North American plate after its separation with South America (Burianek and Dolnicek, 2011).

The eastern part of the CB in southern Honduras and adjacent northwestern Nicaragua comprises a regionally metamorphosed Jurassic sedimentary sequence that also includes tectonic inliers as old as Paleozoic (Mann, 2007). The eastern CB is separated from older rocks of the central CB in Honduras by the northeast-striking Guayape fault, a major Quaternary sinistral-slip fault. Regional metamorphism in the eastern CB ranges from lower greenschist through amphibolite facies, although the youngest strata commonly lack metamorphic textures. An important and widely distributed unit in the Honduras part of the eastern CB is the Middle Jurassic Agua Fría Formation, which is at least 1.7km thick and consists of metamorphosed marine turbidites, as well as conglomerate and sandstone, and scarce carbonate strata. The Agua Fría was subsequently correlated by Burianek and Dolnicek (2011) with rocks exposed in northwestern Nicaragua, including the San Albino project area. Viland et al. (1996) suggests regional metamorphism and contractional deformation in the Agua Fría Formation predate late Cretaceous overlap strata (Mann, 2007; Rogers et al., 2007).

Rocks of the eastern CB in northern Nicaragua were intruded by Cretaceous granitic rocks including the >800km2 Dipilto batholith, which yielded variable isotopic ages of between 83 and 140 Ma (Rogers et al., 2007; Burianek and Dolnicek, 2011). Importantly, the oldest batholith age constrains deformation and regional metamorphism in the intruded wall rocks to between late Jurassic and earliest Cretaceous (Rogers et al., 2007). Cretaceous granitoids of northern Nicaragua range from cordierite-bearing granite to calc-alkaline tonalite and granodiorite with less abundant diorite and gabbro. A contact metamorphic aureole up to a few kilometers wide extends beyond the Dipilto batholith, further obscuring original wall rock textures and making correlation difficult.

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Rocks of the CB and Cretaceous plutons are largely buried by thick and laterally extensive arc-related volcanic rocks of Neogene age in northwestern Nicaragua, except for some areas of Nueva Segovia. Neogene volcanic rocks comprise a continuous northwest-trending belt about 80km wide in western Nicaragua that lies about 40km east of the modern volcanic arc. The two arcs are separated by the Nicaraguan Depression, a major arc- parallel valley (McBirney and Williams, 1965). Volcano-sedimentary rocks associated with Neogene volcanism extend over a much broader region of the country. Equivalent volcanic and volcaniclastic rocks unconformably overlie deformed and metamorphosed rocks of the CB about 15km southeast of the San Albino project.

The regional geologic setting of the property is shown in Figure 7-1. The gold deposits of the San Albino project are situated ~three kilometers east of the east-central edge of the exposed Dipilto batholith.

Figure 7-1 Regional Geologic Setting of the San Albino Project

(from Mako, 2020)

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7.2 PROPERTY AND PROJECT AREA GEOLOGY

The San Albino property is situated in mountainous terrain along the southeast flank of the Dipilto-Jalapa Mountains, the highest range in Nicaragua. The core of the range consists of granitoids of the Dipilto batholith. On the flanks of the range, west and north of the property, the Dipilto batholith intruded phyllite and carbonaceous schist. These deformed and variably metamorphosed, originally fine-grained basinal strata underlie most of the property and have been assigned to the probably Paleozoic Palacaguina Formation and related units (Sundblad et al., 1991) or, more recently, to the mid-Jurassic Agua Fría Formation and equivalent units (Rogers et al., 2007; Burianek and Dolnicek, 2011; Viland et al., 1996).

Nearly all of the property is underlain by schist and phyllite that Mako geologists assign to the Agua Fría Formation. The phyllite likely is of volcaniclastic derivation (Kowalchuk, 2011). Figure 7-2 shows the geology of the San Albino-Murra concession, which is the portion of the project where the San Albino and Las Conchitas deposits are located.

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Figure 7-2 Geologic Map of the San Albino-Murra Concession, San Albino Project

(from Mako, 2020)

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Rocks at the project consist of black, occasionally carbonaceous argillite or metapelite (i.e., locally termed "graphitic schist") derived from shale protoliths. We use the term carbonaceous argillite instead of graphitic schist in describing unoxidized host rocks in the San Albino and Las Conchitas area based on preliminary metallurgical testing that indicates most carbon is of lower maturity than graphite (Puritch et al., 2015). Outboard of the historical mine areas and argillite exposures, quartz-muscovite phyllite (i.e., locally termed "gray phyllite") is predominant.

Southeast vergent folds and thrusts have been recognized within the meta-sedimentary rocks of the San Albino property. Regional metamorphism and deformation are thought to predate the Dipilto batholith (Rogers et al., 2007; Burianek and Dolnicek, 2011). The schistose foliation is attributed to shortening that preceded emplacement of the Dipilto batholith.

The earliest structures affecting metamorphic rocks in the immediate San Albino deposit area include: 1) northeast-striking, shallowly to moderately northwest-dipping faults and more broadly distributed shear zones; 2) subparallel open to tight folds, and 3) steeply dipping northeast- and northwest-striking faults These observations were originally reported by Goerse (1996) and were later summarized in Kowalchuk (2011).

The meta-sedimentary rocks at the San Albino deposit are cut by dikes of intermediate composition that strike, in part to the northeast, subparallel to the prevailing foliation in the meta-sedimentary rocks and to the contact with the Dipilto batholith. However, the age and relationships of these dikes to exposed granitic rocks of the Dipilto batholith and to the regional metamorphism and deformation are not known.

7.3 MINERALIZATION

The principal commodity exploited in the historical San Albino and nearby mines was gold, which was extracted from both placer workings and quartz-bearing lodes sporadically since the Spanish Colonial period (Roberts and Irving, 1957). Silver accompanies gold at the San Albino deposit, but its economic significance is relatively low.

Lode gold deposits at the San Albino project are largely hosted in shallow- to moderate-dipping, northeast- striking quartz veins and thin vein margins concordant with the metamorphic fabric developed in carbonaceous schist (English, 2009). The gold-bearing quartz veins dip to the west and appear to be localized in zones that show greater degrees of strain than surrounding argillite, suggesting these dominant veins are shear-parallel veins (or, "shear veins"), although the similarity in footwall and hanging wall rocks suggests modest displacement.

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7.3.1 SAN ALBINO DEPOSIT

Mining at the historical San Albino mine occurred on three separate vein systems: Arras, Naranjo, and San Albino. Subsequent exploration drilling and mine development by Mako confirmed that the three gold-bearing vein systems exhibit down dip continuity and comprise a stacked set of subparallel veins, with a regular spacing of about 90m between the veins (Figure 7-3). The shear-hosted quartz veins dip on average about 40° northwest, but dips range from nearly flat to about 60°. Veins pinch-and-swell (i.e., boudinage) in both their dip and strike directions but, commonly, thicker shear-hosted vein intervals and higher-grade gold in workings of the historical San Albino mine appear to be in "flats" flanking antiformal fold hinges or "crests" in the foliation.

Figure 7-3 3D Rendering of the San Albino Deposit Veins

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Much thinner veins, commonly with steeper orientations that cut foliation, occur in the footwall and hanging wall of the principal shear-hosted veins. These gold-bearing veins are consistent with extensional veins. Extensional veins or veinlets commonly occur proximal to the shear-hosted veins, and they may also form late brittle quartz-filled fractures within the shear veins themselves. At San Albino, such extensional veins are developed mainly within a 1.0m rind adjacent to the primary shear-hosted veins; the extensional veins cut foliation and thereby exhibit greater degrees of folding.

The principal components of the San Albino deposit are the San Albino, Naranjo, and Arras quartz veins, as well as the smaller El Jobo vein. Quartz veins at the San Albino deposit have distinctive characteristics according to Gray (2019), who distinguished six vein types based on their mineralogy, texture, and geographic location. Observations made during the March 2023 review led to a re-assessment of conclusions reached in 2019 about vein styles and mineralization events. New observations confirm that contrasting textural, mineralogic, and geochemical characteristics are evidence of multiple vein forming events, of which two types at the San Albino deposit are gold mineralized and of significance to the mineral resource (Gray, 2023):

1. Quartz Sulfide ("QS") veins: multi-stage crack-seal veins, gold and silver mineralized, late syn- deformation, weakly deformed, concordant, banded, styolitic. San Albino is archetype and Arras and Naranjo belong to this vein type. These are early stage compact quartz veins described as mottled grey- white, with color variation sometimes defining weak banding; styolitic banding or ribbon vein texture is almost always present (Figure 7-4, Figure 7-5), most commonly at margins; visible gold is common as submillimeter scale blebs in quartz not associated with microfractures or sulfides. If not overprinted by the later Sulfide Veins and Stringers ("SVS") event, the QS veins have relatively low sulfide content, Au:Ag ratio of approximately 1:1, with minor As. In general, the QS veins are milky white but vary based on the degree of deformation observed, sulfide and carbonate contents, degree of banding, and gold contents. In addition to diagnostic milky quartz, the QS veins commonly contain ankerite and/or siderite, possibly albite, and variable amounts of sulfide minerals up to 3% by volume. The sulfide grains are generally paragenetically late and consist of pyrite, arsenopyrite, galena, and sphalerite, which form web- like veinlets and clots as well as more regular bands within milky quartz.

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Figure 7-4 San Albino Vein Exposed in West Pit

Figure 7-5 San Albino Vein Drill Core Exposure SA12-46, 73m

2. Sulfide Veins and Stringer ("SVS") comprises later Au-Ag-Pb-(Zn) mineralization. SVS occurs as sulfide bands, stringers, and impregnations in fractured, earlier-stage QS quartz veins (Figure 7-6); as sulfide impregnations in breccia and gouge zones in hanging wall (most often) and footwall (not common) in tectonized vein zones sometimes without appreciable quartz veining; and as sulfide bands or veins; relatively Ag rich, Au:Ag <1. Visible gold may be present as discrete blebs contained in quartz or less commonly in sulfides.

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Figure 7-6 SVS Mineralization Overprinting QS Vein, San Albino, Drillhole SA12-48, Assayed 67.7 g Au/t, 96.6 g

Ag/t, 2.8% Pb, 1.8% Zn

The supermajority of defined mineral resources at San Albino project are related to QS veins and SVS mineralization. A small but unquantified contribution of gold to the mineral inventory likely comes from local, discontinuous, discordant veinlets in the immediate margins of the QA and SVS vein zones.

Wallrock hydrothermal alteration associated with gold-bearing veins at San Albino is subtle. In saprolite, removal of carbon from argillite reveals abundant muscovite and minor chlorite (English, 2009) together with pyrite. However, it is unclear to what degree this alteration reflects primary or diagenetic effects, metamorphism, or late hydrothermal fluids. Below the weathered zone, wall rocks immediately adjacent to gold-bearing veins at the San Albino deposit have bleaching interpreted to be sericite alteration typical of many gold-bearing quartz vein-hosted systems in metamorphic rocks.

In summary, the following conclusions are drawn regarding the gold mineralization at the San Albino deposit based upon descriptions of the mineralized material, vein geometries, textures, and ore minerals:

/ Gold-bearing quartz veins were emplaced into shears (i.e., shears defined as brittle-ductile faults associated with metamorphism and contractional deformation);

/ Shears and their enclosed veins have corrugated or anastomosing geometries, and typically veins are pinch-and-swell type, with thicker intervals in "flats";

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/ Milky colored, massive-textured veins are characteristic, most of which are concordant with foliation in enclosing metamorphic rocks;

/ "Ribbon quartz" is common and reflects shear-parallel crack-seal replacement processes wherein wallrock is incorporated during vein growth;

/ Visible gold is present; and

/ Gold occurs in association with generally low amounts (up to 3%) of pyrite, arsenopyrite, galena, and sphalerite in quartz veins.

/ Post mineralization compression has caused deformation and imbricate faulting of veins (Figure 7-4).

The mean gold concentration determined in 2020 (4,474 individual samples with >200ppb Au) from Mako's San Albino verified drillholes at the San Albino deposit is 7.16 Au g/t whereas the mean silver is 14.3 Ag g/t, yielding a relatively high Au:Ag ratio of 0.5. Copper in chalcopyrite was reported in the deeper workings of the historical San Albino mine, but no production records for copper are known (Roberts and Irving, 1957). The mean values of other metals from drilling at the San Albino deposit from Mako's drilling database (for Au>200ppb) are 95ppm Cu, 2,296ppm Pb, and 623ppm Zn. From composited drill samples wherein lead concentration was >500ppm, the average contents of metals and semi-metals are: 4,365ppm As, 0.8ppm Hg, 6.6ppm Sb, and 3.1ppm Tl. Gold and silver correlate moderately. Silver also correlates moderately with lead, and zinc correlates poorly with the other metals. These data support mineralogic information from drillhole core logging, surface sampling, and mining at the historical San Albino mine that indicate visible gold, probably as electrum, most commonly occurs in milky quartz veins in spatial association with pyrite, arsenopyrite, galena, and sphalerite. The moderate to poor inter-element correlations further suggest that although gold is spatially correlated with silver, lead, and zinc, the metals were partitioned differently among various ore minerals and therefore were deposited in differing amounts during more than one stage of mineralization.

Metallurgical testing discussed in Section 13.0, found that an average of 36% of gold reported to gravity concentration; with a total recovery from gravity and leach of about 95%. Over 90% of the gold occurs as native gold, or gold electrum, with only trace quantities in other gold minerals. The size of the gold grains averages 12.4 to 30 microns, with more than 50% coarser than 30 microns. Silver occurrences show 60 to 90% containment in the gold particles or gold minerals.

The low- and moderate-angle faults mentioned in Section 7.2 control the distribution of gold-bearing quartz veins. At the San Albino deposit, quartz vein-bearing shear zones up to several meters thick are stacked in subparallel fashion (e.g., San Albino, Naranjo, and Arras). The separation between shears and the enclosed veins averages about 90m. The shear-related veins and their enclosing faults have anastomosing, pinch-and- swell geometries. The continuity between shear zones and metamorphic foliation is consistent with a thrust- fault geometry, although no kinematic indicators are documented. Both quartz vein-bearing shears and early folds possibly were later folded; re-folded folds affecting schistose rocks are commonly overturned or even recumbent with southeast-directed vergence, whereas late folding of shear zones and veins produced discontinuous and broad, east-southeast vergent open folds (English, 2009; Kowalchuk, 2011).

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High-angle faults that cut gold-bearing veins were summarized in English (2009) as having normal slip, with strikes that either are subparallel with, or nearly orthogonal to, earlier-formed low- to moderate-angle shear- hosted veins. The northeast-striking set of high-angle faults may also contain quartz veins and these possibly reflect extensional veins between shear strands. In contrast, no additional information exists on the timing and geometries of northwest-striking high-angle faults that are orthogonal to gold-bearing shear-hosted veins; possibly, these originated as tear faults developed by differential strain between thrust segments. Farther north in the Murra sector of the property, quartz-bearing shear zones with similarities to those at the San Albino deposit are flat-lying or have shallow dips to the east or southeast.

7.3.2 LAS CONCHITAS DEPOSIT

Mineralization at the Las Conchitas deposit is related to veins of the same mineralogic and structural style as those described at the San Albino deposit. In drillcore exposures mineralized zones from the two deposits are indistinguishable from each other. Both comprise early compact quartz veins (QS veins, Figure 7-7) and later Au-Ag-Pb-(Zn) mineralization (SVS, Figure 7-8). However, drillcore exposures indicate that many of the mineralized zones at Las Conchitas have undergone the same imbricate faulting observed at San Albino but with a greater thickness and degree of tectonic brecciation and cataclasis.

Grillo (2023) observed that the main gold-bearing structures have well developed hanging wall and footwall zones defined by breccias that correspond to boundaries of the low angle fault zones that controlled vein emplacement, and that felsic and andesitic dikes intrude the schists with two preferred orientations, northwest to southeast and east-northeast to west-southwest. The dikes are unmineralized and unfoliated thus appear to be relatively late features unrelated to mineralization.

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Figure 7-7 QS Vein, Bayacun, Drillhole LC20-307, Assayed 13.5 g Au/t and 0.8 g Ag/t

Figure 7-8 SVS Mineralization Overprinted on QS Vein, Mina Francisco, Drillhole LC22-549, Assayed 8.7 g Au/t

and 49.2 g Ag/t

Modeling of mineralized veins at Las Conchitas has identified 15 principal veins as shown in Figure 7-9. Similar to the San Albino deposit, the Las Conchitas deposit veins are semi-parallel to each other and create a geometry of stacked veins with general strike northeast-southwest and dipping gently to the northwest.

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Figure 7-9 3D Rendering of the Las Conchitas Deposit Veins

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8.0 DEPOSIT TYPES (ITEM 8)

The information presented in this section of the report is derived from multiple sources, as cited, and is based on the compilation presented by MDA (2020) and supplemented by post 2020 geologic studies. The authors have reviewed this information and believe this summary accurately represents the San Albino project geology and mineralization as it is presently understood.

The mineralization in the San Albino project area is best interpreted in the context of an "orogenic gold" deposit model (e.g., Goldfarb and Groves, 2015) based on the association of gold mineralization with metamorphic host rocks, and the textures and mineralogy of the San Albino and Las Conchitas veins, the wallrock alteration, and the "gold-only" character of mineralization. Orogenic gold deposits are fundamentally linked with orogenesis, or collisional plate tectonic settings. Unlike many other base- and precious-metal deposit types that formed in the shallow crust, orogenic gold deposits have formed over great intervals of depth. As such, orogenic gold deposits vary widely in characteristics that reflect variable formation depth and therefore, variable degree of metamorphism (Figure 8-1).

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Figure 8-1 Diagrammatic Orogenic Gold Deposit Model

(modified from Goldfarb and Groves, 2015; Groves, et al., 1998)

Orogenic gold deposits, although diverse in several respects because of their varied age and broad formation depth, share many characteristics that are used to define the class (e.g., Goldfarb and Groves, 2015; Bierlein et al., 2009; Goldfarb et al., 2005), which include: 1) an association with orogens, or collisional tectonic settings, 2) metamorphic host rocks, and typically rocks that have undergone greenschist- to lower amphibolite facies metamorphism, 3) deep-penetrating faults that transitioned between brittle and ductile conditions, 4) CO2-rich fluids thought to derive from prograde metamorphic processes, including dehydration and decarbonation reactions, 5) a gold-only character and worldwide association with placer camps. Textural and mineralogic features of orogenic veins include milky, coarse-grained quartz, common "ribbon" quartz reflecting vein growth through crack-seal mechanisms, replacement processes, quartz-sericite-carbonate wall rock alteration, and an association with small quantities of base metal sulfides, including galena and sphalerite.

The veins at the San Albino project share most of the important characteristics of orogenic gold deposits. The gold-bearing veins are not only hosted in lower greenschist-facies metamorphic rocks, but their geometries indicate that veins formed during contractional deformation. Other features that are distinctive of orogenic deposits present at the San Albino project include ribbon-textured shear-hosted veins containing milky quartz, visible gold, relatively high Au:Ag ratios (i.e., "gold-only"), low percentages of base metal sulfides including galena and sphalerite, and the presence of placer gold. Other features of orogenic deposits have yet to be confirmed including the presence of iron-rich carbonate (siderite or ankerite) and quartz-sericite alteration. The lack of recognized alteration assemblages may reflect the relatively low degree of metamorphism, which has retained a significant amount of organic carbon from the protoliths. The low degree of metamorphism (i.e., argillite host) and greater control by thrust faults at San Albino, rather than large-scale, steep-dipping shear zones, is similar to orogenic gold deposits that formed in higher levels of orogens. Examples of geologically analogous high level orogenic gold deposits include Juneau, Alaska; Muruntau, Uzbekistan; and Paracatu, Brazil.

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Monecke et al. (2022) conducted petrographic and fluid inclusion studies of mineralized veins from the San Albino and Las Conchitas deposits and surrounding vein exposures to determine conditions of formation. They interpreted that the results of reconnaissance microthermometry were consistent with sublithostatic conditions prevailing, beginning at ~285°C at ~10 km (1 kbar), after the bulk of the quartz formed at higher temperatures under ductile conditions, and that sphalerite and galena deposition was established later by ~235°C fluids. Monecke et al. concluded that the petrographic features found in the San Albino mine exposures and prospective areas are exactly like those recently published for other orogenic Au deposits worldwide including Samot in Egypt, Huangjindong in China; Grass Valley in California, USA; and Garrcon in the Abitibi greenstone belt, Canada.

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9.0 EXPLORATION (ITEM 9)

This section summarizes the exploration work carried out by Mako, including that by Golden Reign prior to their name change to Mako. Drilling conducted by Mako is described in Section 10.3 and was ongoing as of the effective date of this report. The authors have drawn on information presented in prior reports by Puritch, et al. (2015), Puritch, et al. (2013) and Kowalchuck (2011), with confirmation and additional detail provided by Mako. The authors believe this information is materially accurate as summarized in this report.

9.1 SAN ALBINO-MURRA CONCESSION

Exploration work began on the San Albino-Murra concession in 2009 and is ongoing as of the date of this report, primarily focused at and around the San Albino deposit. In 2019, Mako conducted an induced potential and resistivity ("IP/Res") survey at the San Albino deposit. The IP/Res survey was carried out by Investigaciones Geologicas y Geofisicas S.A. ("I GEOS") of Managua using an ABEM Terrameter LS (Lund System). Approximately 15.2 line-kilometers were surveyed on lines oriented NE-SW and spaced 10m apart. The objective of the survey was to determine whether IP and/or resistivity could be used to define: 1) historical dumps and workings, 2) mineralized veins and 3) faults and fractured rock. Results of the survey were mixed, there is not a clear IP and/or resistivity response for the mineralized veins; historical dumps and workings had a marginal response, while faults and fractured rock had a clear response.

9.1.1 SAN ALBINO-MURRA CONCESSION MAPPING AND SURFACE SAMPLING

Since 2009, Mako has completed mapping covering the entire concession at 1:20,000 scale and has collected surface samples in the concession. This total number of samples includes 8,194 surface samples (grab, float, channel and underground), 6,278 soil samples covering an area of around 23km2, and 17,212 channel samples from exploration pits and trenches, nearly evenly split between the San Albino and Las Conchitas deposit areas. The results of the surface rock chip sampling are shown in Figure 9-1 and rendered immaterial in the area of the resources since so many trench and channel samples were taken. The channel sample results are, in some cases, used in the estimation of resources at the San Albino and Las Conchitas deposits.

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Figure 9-1 Exploration Surface Samples in ppm Au

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Numerous surface exposures of veins at the San Albino and Las Conchitas deposits have been developed by trenching, which makes channel sampling a useful exploration and delineation technique. Mako has completed channel sampling of 761 trenches and exploration pits as summarized in Table 9-1; see Section 10.0 for the locations of the channel samples which are shown, together with drillhole collars, in Figure 10-1 and Figure 10-3. Channel samples generally ranged from 0.5 to 3m in length and averaged 1.5m.

Table 9-1 Channel Sampling at the San Albino and Las Conchitas Deposits

Location Period Total
Samples		 Total Number of
Trenches/Pits
San Albino - Arras 2011-2020 8,364 293
San Albino - Arras 2021-present 497 37
Conchitas 2010-2020 6,862 305
Conchitas 2021-present 1,489 126
Total   17,212 761

Channel samples collected by Mako from trenches and exploration pits were collected carefully and are well documented. The authors believe the channel samples are representative and of generally adequate quality to use for resource modeling, subject to those exclusions discussed in Section 12.2 and Section 14.0. The relevant results are summarized in Section 14.2.8 and 14.2.9. Channel sampling procedures are discussed in Section 11.1.1.

9.1.2 SAN ALBINO-MURRA CONCESSION UNDERGROUND SAMPLING

Mako has had limited access to the historical San Albino mine workings via four adits on the 150, 200, 300 and 400 levels. All of the tunnels had collapsed blocking access to the veins and mineralization. Mako conducted a small amount of channel sampling outside the mineralized zones. Existing and recorded historical underground sampling was more useful, although these historical data are not in the resource database and were not used in estimation. At the Arras tunnel 3, Mako collected 31 samples over a 10m to 15m strike length.

9.1.3 SAN ALBINO-MURRA CONCESSION, SAN ALBINO AND LAS CONCHITAS AREA DRILLING

Mako commenced core drilling in the San Albino area in 2010 and in the Las Conchitas area in 2011. Drilling is summarized in Section 10.3 of this report.

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9.2 EL JICARO CONCESSION

The El Jicaro concession was acquired by Mako in early 2012. Initial work by Mako consisted of mapping and sampling. Multiple areas with exposed gold mineralized veins and vein float were identified. An auger soil sampling program was conducted over an area of 15.17km2 (covering approximately half of concession) and 3,414 soil samples were collected in total. In late 2015, a trenching program was conducted at the historical El Golfo mine area. A total of seven trenches totaling 134m in length, and seven exploration pits across 50m, were excavated by hand, from which a total of 292 samples were collected and assayed. Three diamond core drillholes were completed in 2022, totaling 410.1m as discussed in Section 10.4 of this report.

9.3 POTRERILLOS CONCESSION

The Potrerillos concession was acquired in 2019. Preliminary geological mapping, sampling and prospect evaluation has been conducted. A graphical summary of assay results and locations of gold mineralized rock chip and float samples are shown in Figure 9-1. Seven diamond core drillholes were completed in 2022, totaling 1,098.7m as discussed in Section 10.5 of this report.

9.4 LA SEGOVIANA CONCESSION

The La Segoviana concession was acquired in 2020. Prospect evaluation and limited surface sampling began in 2023 (Figure 9-1). Mapping and sampling of seven trenches and pits has been completed, including collection of 386 samples for assay. Diamond core drilling of the concession commenced in 2023 and results are summarized in Section 10.6 of this report.

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10.0 DRILLING (ITEM 10)

This section summarizes the drilling conducted at the San Albino deposit and the Las Conchitas deposit and nearby prospects. The information presented in this section of the report is derived from multiple sources, as cited.

The descriptions of drilling in this section include information from Ristorcelli et al. (2020), which report focused on the San Albino deposit. Drilling at San Albino and Las Conchitas was managed by the same geological team working at the same facility, and Mako advises that field operations and core handling procedures were the same for the two deposits at any given time.

No drilling was in progress at the time of the site inspection by Messrs. Ristorcelli and Gray in 2023. However, Mr. Ristorcelli had previously reviewed drilling procedures for the San Albino deposit (Ristorcelli et. al.,, 2020). Numerous discussions during the 2023 inspection did not reveal anything to indicate that operations and procedures at Las Conchitas diverged from those at San Albino observed in 2020.

10.1 SUMMARY

A total of 193,349m have been drilled in 2,201 diamond core and RC holes since 1996 in the San Albino and Las Conchitas deposits and nearby prospects. as summarized in Table 10-1. More details are provided in sections that follow.

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 Table 10-1 Summary of San Albino, Las Conchitas and Related Area Drilling

Company Project or
Concession		 Years Meters Holes
Core RC All Core RC All
Historic Drilling (Prior to Golden Reign)
Western Mining Corp   1996-1997 52 - 52 2 - 2
Resources and Mining S.A.   1997-2005 n/a n/a n/a n/a n/a n/a
Condor Resources   2006-2008 2,754 - 2,754 24 - 24

Company Project or
Concession		 Years Meters Holes
Core RC All Core RC All
Drilling by Golden Reign and Mako
Golden Reign / Mako San Albino 2010-2022 105,033 4,205 109,238 1,232 200 1,432
Golden Reign / Mako Las Conchitas 2011-2023 78,640 4,074 82,174 718 109 827
Mako Jicaro 2022 410 - 410 3 - 3
Mako Potrerillos 2022 1,099 - 1,099 7 - 7
Mako La Segoviana 2023 1,155 - 1,155 15 - 15
Golden Reign / Mako Total   186,337 8,279 194,076 1,975 309 2,284

The RC drilling listed for Las Conchitas was done in 2023 and was not used in the estimation of the resources described in section 14.3.

10.2 HISTORICAL DRILLING

The first part of Section 6.0 sets out a summary of what is known about drilling in the project area prior to Golden Reign acquiring the project in 2009. The databases used for the resource estimates described in this report do not contain any information derived from the drilling done prior to 2010.

10.2.1 HISTORICAL DRILLING BY WESTERN MINING CORPORATION

Western Mining attempted to drill two core holes using a JKS Boyles Winkie drill rig. However, that small drill rig was under-powered for the drilling conditions encountered. The first core hole only reached a depth of 29m and the second only reached 23m. No additional drilling was attempted (Kowalchuk, 2011).

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10.2.2 HISTORICAL DRILLING BY RESOURCES AND MINING S.A.

Both English (2009) and Kowalchuk (2011) report REMISA (also known as "EMSA") drilled an unknown number of shallow core holes. The drill rig was reported to be under-powered and unable to reach target depths.

10.2.3 HISTORICAL DRILLING BY CONDOR GOLD PLC.

Condor drilled a total of 24 RC holes, of which two were finished with core tails (English, 2009). The San Albino vein was tested by three holes totaling 283m. In the Arras area, 21 RC holes were drilled with two having core tails for a total of 2,471m of drilling. Condor's drilling was conducted using a UDR650 drill. The authors are unaware of the drilling contractor or further information on the methods and procedures used.

10.3 MAKO MINING CORP. DRILLING - SAN ALBINO AND LAS CONCHITAS DEPOSIT AREAS

Disclosing resource estimates for the San Albino and Las Conchitas deposits is the primary purpose of this report, so drilling at these two deposits is of greater importance than the drilling at other prospects. Tabulations of intercepts and graphical cross sections are not included in Section 10.6 as these are superseded by resource tabulations and cross sections in Section 14.0

10.3.1 SAN ALBINO

Mako (then Golden Reign) began drilling at San Albino in 2010 and since then until the end of 2022 a total of 109,238m have been drilled in 1,432 core and RC holes in the San Albino deposit area (Table 10-2). The locations of the drillholes in relation to property boundaries are illustrated on Figure 4-2.

From 2010 through 2013, 226 core holes were drilled totaling 41,164m. All drilling utilized HQ size core. Drilling in 2010 was completed by R&R Drilling of Honduras using a Longyear Super 38 man-portable drill. In the years 2011 through 2013, drilling was performed by Canchi Perforaciones de Nicaragua, S.A. using a JS 1500 self-propelled drill.

No drilling was conducted in 2014 or 2015. Drilling resumed in 2016 with 266 holes totaling 6,560m. This included 75 core holes totaling 3,320m; 56 of these holes were drilled for metallurgical samples. Exploration holes were drilled with HQ size core and metallurgy holes were drilled with PQ size core. Exploration and metallurgical core drilling were performed by Canchi Perforaciones de Nicaragua, S.A. using a JS 1500 self- propelled drill. RC methods were used to drill 191 holes for 3,240m. The RC drilling was conducted by Continental Drilling S.A. of Nicaragua using a MPD 1000 track-mounted RC drill using a five-inch tricone bit or face-discharge hammer.

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No drilling was done in 2017 or 2018.

Drilling resumed in 2019 and continued through 2022. Drilling during 2019-2022 was conducted by three drilling contractors:

/ Continental Drilling S.A. using a Boart Longyear LF90 drill , a Sandvick DE 710 or two-man portable drill rigs, all drilling HQ size core;

/ Rodio Swissboring, S.A., using a Christensen CS 1000 with HQ size core (only a small contract and only at San Albino); and

/ Kluane Nicaragua, S.A., using a KD600 man-portable drill with HTW size core.

During 2019-2022, 931 core holes comprising 60,549m were drilled at San Albino. In 2022 nine RC holes were drilled comprising 965m. However, the nine RC holes, while included in the San Albino database, are spatially separated from the resource by more than 100m, do not influence the modeling of the resource and do not contribute to the gold or silver estimates of the resource.

Table 10-2 summarizes drilling at San Albino by year, exclusive of blast holes. Figure 10-1 shows the locations of drillholes and of channel (trench) samples.

Table 10-2 Exploration Drilling at San Albino by Year

Year Hole Type Number of Holes Number of Meters
2010 core 14 1,520
2011 core 54 14,431
2012 core 84 19,050
2013 core 74 6,163
2016 core 75 3,320
2016 RC 191 3,240
2019 core 312 15,326
2020 core 230 10,609
2021 core 237 14,486
2022 core 152 20,128
2022 RC 9 965
Totals 1,432 109,238

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Figure 10-1 Map of San Albino Project Drillholes and Channel Samples

Note: property lines are outside the coverage of this map; the relationships of drillhole locations and resources to property boundaries are given in Figure 4-2 and Figure 4-3.

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10.3.1.1 SAN ALBINO NORTE

In 2022 Mako drilled 8 diamond drillholes, SA22-588 to SA22-595, totaling 1,452.9m at the San Albino Norte prospect in the San Albino-Murra concession (Figure 10-2). Drillhole SA22-588 intersected a 0.5m interval from 213.5 to 214.0m that assayed 8.92g Au/t and 38.4g Ag/t, and a 0.5m interval from 215.0 to 215.5m that assayed 1.12g Au/t and 0.4g Ag/t. True width of these intercepts is unknown. The remaining six drillholes failed to intersect gold mineralization greater than 1g Au/t. These eight drillholes are in the database used for estimating the San Albino resources presented in this report and are included in the drillhole count in Table 10-2, but they were testing exploration targets outside of the San Albino and Las Conchitas resource areas and they are not used in estimation of the resources.

Figure 10-2 Map of San Albino-Murra Exploration Drillholes

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10.3.2 LAS CONCHITAS AREA

Diamond core drilling commenced in the Las Conchitas area in 2011. As of the effective date of the Las Conchitas database (July 11, 2023), 78,640m have been drilled in 718 core holes, as indicated in Table 10-3. Figure 10-3 shows the locations of the Las Conchitas area drillholes and channel (trench) samples. In addition, 109 RC drill holes were completed in 2023 for a total of 4,074m, which were neither audited nor used in modeling or estimation.

Drilling at the Las Conchitas area occurred in tandem with the drilling at the San Albino deposit and thus the contractors, rigs, and core sizes were the same as those used in the same years at San Albino, discussed in Section 10.3.

Approximately 50% of all the drilling at Las Conchitas was completed in 2022 by Continental and Kluane.

Table 10-3 Exploration Drilling at Las Conchitas by Year

Year Hole Type Number of Holes Number of Meters
2011 core 6 1,712
2012 core 1 300
2013 core 11 1,027
2018 core 49 2,192
2019 core 81 6,021
2020 core 185 15,762
2021 core 108 11,435
2022 core 277 40,191
2023 RC* 109 4,074
Totals 827 82,714

*The RC holes drilled in 2023 are listed here, for the record, but they were not used in the resource estimate described in Section 14.3. They were used to check that the model reasonably predicted grades.

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Figure 10-3 Map of Las Conchitas Project Drillholes and Channel Samples

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Table 10-4 Summary of All Drilling at San Albino and Las Conchitas

Drillhole Type Number of Holes Total Meters
San Albino Deposit
core 1,232 105,033
RC 200 4,205
blast hole 499 9,968
Las Conchitas Deposit
core 718 78,640
RC 109 4,074

10.4 MAKO MINING CORP. DRILLING - EL JICARO CONCESSION

In 2022 Mako drilled four diamond drillholes totaling 495.5m at the Tivo prospect in the El Jicaro concession (Figure 10-4). Drillholes EJ22-01 and EJ22-02 each intersected a weakly gold anomalous (<1g Au/t) breccia and vein zone over downhole widths of 1.0 and 0.5m respectively, with true width undetermined. Drillhole EJ22-03 did not hit any reportable gold mineralization above 0.1g Au/t. Drillhole LC22-499 was collared in the San Albino-Murra concession on the boundary of the El Jicaro concession, north of the Tivo prospect, but was angle drilled into the El Jicaro concession testing the Tivo prospect, and intersected a 1.0m mineralized interval from 13.40 to 14.40m that assayed 2.04g Au/t and 1.7g Ag/t and a 0.5m interval from 15.0 to 15.5m that assayed 3.52g Au/t and 3.1g Ag/t. True widths are unknown. All four of these drillholes were testing exploration targets outside of the San Albino and Las Conchitas areas and they are not used in estimation of resources presented in this report.

Figure 10-4 Map of El Jicaro Drillholes

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10.5 MAKO MINING CORP. DRILLING - POTRERILLOS CONCESSION

In 2022 Mako drilled seven diamond drillholes totaling 1,098.7m at the Piedras Negras prospect in the Potrerillos concession (Figure 10-2). Drillhole PO22-05 intersected 13.5g Au/t and 7.3g Ag/t over a 1.20m interval from 42.30 to 43.50m, with estimated true width of 1.1m. The other drillholes intersected weakly gold anomalous (<1g Au/t) breccia and vein zones over widths of 0.7 to 1.5m. True thicknesses are unknown. These seven drillholes were testing exploration targets outside of the San Albino and Las Conchitas areas and they are not used in estimation of resources presented in this report.

10.6 MAKO MINING CORP. DRILLING - LA SEGOVIANA CONCESSION

In 2023 Mako drilled 15 diamond drillholes totaling 1,154.9m at the La Reforma, La Reforma West, San Luis and Minas America prospects in the La Segoviana concession (Figure 10-5). Assay results of vein intercepts calculated using a 1g Au/t cutoff are summarized in Table 10-5. These 15 drillholes were testing exploration targets outside of the San Albino and Las Conchitas areas and they are not used in estimation of resources presented in this report.

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Figure 10-5 Map of La Segoviana Drillholes

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Table 10-5 Significant Assay Results La Segoviana Drillholes

Location Drillhole From
(m)
 To (m) Width
(m)
 Estimated
True Width
(m)
 g Au/t g Ag/t
La Reforma LS23-01 No intercept greater than 1 g Au/t    
La Reforma LS23-02 26.8 27.8 1.0 1.0 1.22 3.3
San Luis LS23-03 41.8 43.0 1.2 1.1 6.06 9.2
San Luis LS23-03 77.7 78.4 0.7 0.6 2.08 26.2
San Luis LS23-04 51.9 52.8 0.9 0.6 1.41 0.7
San Luis LS23-04 52.8 53.1 0.3 0.2 1.23 0.7
San Luis LS23-04 53.1 53.6 0.5 0.3 171.70 116.0
San Luis LS23-04 53.6 54.0 0.4 0.3 1.73 3.6
San Luis LS23-05 74.3 75.3 1.0 0.7 1.96 1.5
San Luis LS23-06 21.5 22.4 0.9 0.8 1.42 1.1
San Luis LS23-07 31.4 34.3 2.9 2.6 2.31 2.4
Minas America LS23-08 38.6 40.8 2.2 2.0 1.94 26.2
Minas America LS23-09 No intercept greater than 1 g Au/t    
Minas America LS23-10 38.6 40.8 2.2 2.0 1.94 26.2
Minas America LS23-10 44.2 44.6 0.4 0.4 2.75 20.5
La Reforma LS23-11 32.5 34.6 2.1 1.9 6.97 7.0
La Reforma LS23-12 21.0 23.7 2.7 2.4 4.11 6.0
La Reforma West LS23-13 No intercept greater than 1 g Au/t    
La Reforma West LS23-14 hit void          
La Reforma West LS23-15 48.4 49.5 1.1 1.0 6.14 4.7

10.7 DRILLHOLE COLLAR SURVEYS

Historical drill sites in the San Albino deposit area were originally located using a handheld GPS unit. The authors have no further information on the methods or procedures used. Beginning in 2011, Mako's drillhole locations were surveyed using total station surveying equipment, which included re-surveys of Mako's previous drilling. During the 2020 site visit (Ristorcelli et. al., 2020), Mr. Unger measured the coordinates of 17 drillhole collars with a handheld Garmin GPS-64 GPS receiver. The Garmin GPS-64 receiver does not have the precision of total station survey equipment, but the results substantially support the collar coordinates in the database. The results of this comparison are discussed in Section 12.4.

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During his 2023 site visit Dr. Gray (Gray, 2023) measured the coordinates of 13 drillholes in the Las Conchitas deposit using a Garmin GPS MAP 64 handheld unit. The results of comparing Dr. Gray's coordinates to those in the database are discussed in Section 12.4.

10.8 DOWNHOLE SURVEYS

Downhole surveys for inclination and magnetic azimuth were carried out at approximately 50m intervals using a Reflex Multishot survey instrument. The downhole surveys were conducted by the drill crews. Verification of the survey data in Mako's database is discussed in sections 12.2.1.2 (San Albino) and 12.2.2.3 (Las Conchitas).

10.8.1 MAGNETIC DECLINATION

Mako does not adjust the azimuths measured in the downhole surveys for magnetic declination. To determine how this might affect the geometry of the drillhole array, the author checked1 the magnetic declination at the approximate center of the San Albino deposit as it was at the beginning of 2011 and the beginning of 2023. The declinations obtained were:

January 2011: 0° 21′ W

January 2023: 1° 52′ W

Given the accuracy of magnetic downhole instruments, in 2011 it would have made little sense to try to do declination adjustments. By 2023 it would have been marginally useful. The author suggests that Mako should monitor future declination changes and be prepared to implement a system for adjusting magnetically measured azimuths if the difference between magnetic and true north continues to increase.

10.9 SUMMARY STATEMENT

The authors believe that the drilling procedures provided samples that are representative and of sufficient quality for use in the resource estimations discussed in Section 14.0. The authors are unaware of any sampling or recovery factors that materially impact the mineral resources discussed in Section 14.0, except those described in Section 14.3.4. The details of sampling are discussed in Section 11.0.

________________________________

1 Checks were done using an online calculator which in March of 2023 was available at: "https://www.ngdc.noaa.gov/geomag/calculators/magcalc.shtml#declination"

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11.0 SAMPLE PREPARATION, ANALYSIS, AND SECURITY (ITEM 11)

This section summarizes all information known to the authors relating to sample preparation, analysis, and security, as well as quality assurance/quality control ("QA/QC") procedures and results, that pertain to the San Albino and Las Conchitas deposits. The information has either been compiled by the authors, or provided to the authors by the Mako database manager, Ms. Natalia Cherepanova.

Sections 11.1, 11.2, and their subsections are derived in large part from Ristorcelli et al., 2020. Updated information from later sources is identified as such in the text.

Samples from San Albino and samples from Las Conchitas are collected by the same exploration team working from the same facility and are analyzed by the same laboratory. Hence sections 11.1, 11.2 and their subsections apply to both deposits.

11.1 SAMPLE PREPARATION

11.1.1 CHANNEL SAMPLES OF EXPLORATION PITS AND TRENCHES

Numerous channel samples have been collected at San Albino and Las Conchitas from vein exposures created by digging pits or trenches. During a site inspection at San Albino in 2020 it was observed that the channel sample sites were carefully marked with spray paint to indicate the area of each sample (Ristorcelli et al., 2020).

Channel samples were collected using a saw when possible. If the area to be sampled was broken or very soft material, a chisel was used. In the years 2010-2012 locations were originally surveyed using a handheld GPS. Beginning in 2013, locations were surveyed using a total station and trench beginning and end locations from 2010-2012 were resurveyed using a total station. Samples were collected in multiple orientations, depending on location and exposure, including vertically, parallel to the dip of the vein, and across the true thickness of the vein. When possible, a vein exposure was excavated in a hand-dug exploration pit of less than 2m depth and width to expose the vein in all three dimensions. Individual samples were typically about 1.0m in length, 5cm wide and approximately 3cm in depth, collected along each channel from visible veins and separately from adjacent sheared wallrock. Each sample was placed in its entirety in a sample bag and the sample numbers and type of material were recorded. Each channel sample location was photographed and logged. In some cases, one or both of the trench walls were mapped and in all cases plan maps of the trenches were made.

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11.1.2 REVERSE CIRCULATION DRILLING SAMPLES

RC drilling at the San Albino deposit was done in 2016, during which 191 RC holes were drilled, and in 2022, during which 9 RC holes were drilled. In 2016 drilling was done without water injection using either a five- inch tricone bit or center-return hammer and bit. Sample intervals were 1m in length in 2016. Samples were double bagged with a sample tag inserted into the bag then zip-tied shut. RC field duplicate samples were collected every 20 intervals by splitting the total sample in half with a riffle splitter and then splitting one half again so the original and duplicate each represented one quarter of the total sample.

The nine holes of RC drilling done in 2022 were not done using the same protocols as in 2016. A two-meter sample interval was used, samples were processed by Mako's mine laboratory rather than an independent lab and normal QA/QC protocols were not consistently applied. Although the holes are included in the San Albino database, they are spatially separated from the resource by more than 100 meters, do not influence the modeling of the resource and do not contribute to the gold or silver estimates of the resource.

11.1.3 CORE DRILLING SAMPLES

Core samples were transported from the drill site to the core logging facility in the nearby town of El Jicaro by Company personnel. Core was then logged, photographed wet and dry, and marked for sampling by the geologists. In the mineralized zones, the geologists used wax pencils to indicate the start and end point of the sample interval by marking the core perpendicular to the core axis. To prevent bias in the sampling, the geologists rotated the core in the core box so that the foliation dipped toward the geologist. A cut line was then drawn down the center of the core, parallel to the core axis. The half of core on the right side of the cut line was always sampled and the left side was always retained for reference. Samples generally did not extend across geologic breaks with special attention given to separating quartz veins from the surrounding hanging wall and footwall zones. Sample lengths were limited to a minimum of 0.5m so smaller zones of texturally distinct vein were often included together in one sample. Outside the mineralized zones, the samples were generally taken on 1.5m intervals. During the 2020 site visit (Ristorcelli et. al., 2020) the authors2 reviewed sample selections on the drill core being logged and found it to be reasonable. Sample intervals were dominantly 1.0m long, in the better mineralized areas, or 1.5m long, in the clearly unmineralized areas. Samples were placed in sample bags and assigned a sample number from preprinted sample tags. A portion of the sample tag with the sample number was placed in the bag and a portion retained. Mako staff recorded the drillhole number and depth intervals that corresponded to each sample number. Sample bags were then closed with ties and placed in much larger sample sacks labeled with the first and last sample number contained in each sack.

________________________________

2 "authors" in this sentence refers to the authors of Ristorcelli et al., 2020.

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No core sampling was being done during the 2023 site visit (Ristorcelli, 2023 and Gray, 2023), but Mr. Ristorcelli and Dr. Gray reviewed core from a dozen or more drillholes. The sample intervals appeared to have been selected as described above and were appropriate to the observed geology and mineralization.

11.1.4 SAMPLE SECURITY

At the time of the 2020 site visit (Ristorcelli et. al., 2020), the drill and channel samples were being picked up at Mako's El Jicaro core logging facility by the Bureau Veritas laboratory personnel and transported by truck to Managua for sample preparation and analysis at the Bureau Veritas laboratories in Nicaragua and/or Canada. Ristorcelli and Unger (2020) observed that Mako's core logging facility in El Jicaro had 24-hour security personnel and that previously logged and sampled core was stored at a separate secure warehouse.

In 2023 Mr. Ristorcelli observed that security arrangements were the same as they had been in 2020.

In 2010, samples were shipped via United Parcel Service ("UPS") to Inspectorate's preparation facility in Guatemala. The samples were first transported directly to the UPS facility in Managua, Nicaragua accompanied by a Golden Reign representative. Currently, and in years 2011-2019, samples are transported from the drill or channel sample site to the logging facility in El Jicaro under the supervision of a Mako geologist. Samples are stored at the logging facility in El Jicaro until a representative from Bureau Veritas or its subsidiaries picks up the samples, or occasionally, the samples are transported to the laboratory by a Company representative. Samples are delivered to the laboratory on a weekly basis. On the day of delivery, samples are loaded into the transportation vehicle and the vehicle is locked. The transportation vehicle then drives directly to the laboratory in Managua without stopping.

11.2 SAMPLE ANALYSIS

The authors are unaware of the laboratories or methods of analysis utilized by historical operators focusing on the San Albino deposit. Assays of historical operators have not been utilized for the modeling of mineralized domains and the estimation of the mineral resources presented in Section 14.0 of this report.

All Mako's assays of rock and drill samples from the San Albino and Las Conchitas projects were carried out by Bureau Veritas laboratories, or by labs that were eventually absorbed by Bureau Veritas, Acme Labs and Inspectorate, herein collectively referred to as "Bureau Veritas". Bureau Veritas and its subsidiaries are certified3 commercial laboratories independent of Mako and its subsidiaries. The authors have no information on the methods of analysis or the elements assayed in the soil samples collected at the property.

________________________________

3 Bureau Veritas in their 2023 Canadian catalogue state "Through the process of external auditing by recognized organizations, our facilities maintain ISO 17025 accreditation. This accreditation provides independent verification that the management system has been implemented and meets the requirements of the standard. All analytical hubs have received ISO/IEC 17025 accreditation for specific laboratory procedures and sample preparation facilities are monitored to ensure compliance with quality control and quality assurance requirements for off site preparation."

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In 2010, samples were prepared in Guatemala at a sample preparation facility operated by Inspectorate. In the following years, the samples were prepared in the Bureau Veritas preparation laboratory in Managua, Nicaragua where they were crushed, split to 1.0kg or less with a riffle splitter, and the splits were pulverized until 85% of the material passed a 200-mesh screen. An extra "wash" of barren silica material was run through the crusher between each sample. The pulverized "pulps" were then shipped by air freight to Bureau Veritas' assay laboratory in Vancouver, Canada for assaying. In addition to gold and silver, multiple elements including As, Ca, Cu, Fe, Mo, Ni, Pb, S, Sb, and Zn were analyzed using aqua regia digestion and inductively coupled plasma ("ICP").

In 2010, analyses for silver were completed using aqua regia digestion followed by ICP analysis. Testing was also completed for ore-grade levels of zinc and lead using a four-acid digestion followed by atomic absorption ("AA") analysis. In 2011, gold was determined by fire assay using a metallic screening at 150 mesh with a nominal pulp weight of 500g. Gold analyses of the coarse and fine fractions were done by fire assay fusion with an AA finish. Analyses for silver were initially completed using an aqua regia digestion followed by ICP analyses. In cases where silver exceeded the upper detection limit of 100g Ag/t, the sample was re-analyzed using AA following aqua regia digestion. Analyses were also completed for over-limit ore-grade levels of zinc and lead using aqua regia digestion with an AA finish.

In 2012, gold was analyzed at Inspectorate using either metallic-screen fire assays as in 2011 or fire assay fusion of a 30g aliquot with AA finish. Gold assays greater than 10g Au/t on the 30g pulps were then analyzed by fire assay fusion with a gravimetric finish. Analyses for silver were initially completed using an aqua regia digestion followed by ICP analyses. In cases where silver exceeded the upper detection limit of 100g Ag/t, the sample was re-analyzed using AA following aqua regia digestion. Analyses were also completed for ore-grade levels of zinc and lead using aqua regia digestion with an AA finish.

In 2013 and 2014, the samples were analyzed at Acme Labs in Vancouver, Canada, also a subsidiary of Bureau Veritas, who apparently took over the facilities previously operated by Inspectorate in Managua, Nicaragua. Sample preparation work was completed primarily in Managua and occasionally in Vancouver. Gold analyses were completed in Vancouver by 30g fire assay fusion with AA finish; samples with greater than 10g Au/t were

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re-analyzed using fire assay fusion with a gravimetric finish. Additionally, some samples were analyzed for gold using metallic-screen fire assays at 150-mesh size with a nominal pulp weight of 500g. Silver was analyzed using aqua regia digestion followed by ICP. In cases where silver exceeded the upper detection limit of 100g Ag/t, the sample was re-analyzed using aqua regia digestion followed by either ICP or fire assay fusion with a gravimetric finish. Analyses were completed for ore-grade levels of lead using aqua regia digestion with an AA finish.

The author did not find any records showing that drilling or channel samples were analyzed in the year 2015. In 2016, 2017, and 2018, samples were delivered to the Bureau Veritas facility in Managua, Nicaragua. Gold analyses were completed at the Bureau Veritas facilities in Vancouver, Canada by 30g fire assay fusion with AA finish. Samples that exceeded 10g Au/t were re-analyzed using fire assay fusion followed by a gravimetric finish. Additionally, some samples were analyzed for gold using metallic-screen fire assays at 150-mesh size with a nominal pulp weight of 500g. Silver was analyzed using aqua regia digestion followed by ICP. In cases where silver exceeded the upper detection limit of 100g Ag/t, the sample was re-analyzed using aqua regia digestion followed by either ICP or fire assay fusion with a gravimetric finish.

In 2019 through 2022, Mako's samples were delivered to the Bureau Veritas facility in Managua, Nicaragua. Gold analyses were completed at the Bureau Veritas facilities in Vancouver, Canada by 30g fire assay fusion with AA finish. Samples that exceeded 10g/t Au were re-analyzed using fire assay fusion with a gravimetric finish. Additionally, some samples were analyzed using metallic-screen fire assays at 150-mesh size with a nominal pulp weight of 500g. Silver was analyzed using aqua regia digestion followed by ICP. In cases where silver exceeded the upper detection limit of 100g Ag/t, the sample was re-analyzed using aqua regia digestion followed by either ICP or fire assay fusion with a gravimetric finish.

A total of 23,450 samples from San Albino in 212 batches were sent for analysis. The batches range in size from 8 to 199 samples and this number includes the QA/QC samples inserted in the batches: certified reference material (standard), blank and coarse duplicate.

11.3 QUALITY ASSURANCE/QUALITY CONTROL

11.3.1 HISTORICAL OPERATORS' QUALITY ASSURANCE/QUALITY CONTROL

The authors are unaware of any QA/QC data collected by historical operators of the San Albino deposit. Assays done for historical operators have not been utilized for the modeling of mineralized domains and the estimation of the mineral resources presented in Section 14.0 of this report.

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11.3.2 AUTHORSHIP OF QA/QC EVALUATIONS

QA/QC procedures and analyses for the San Albino and Las Conchitas deposits were implemented by the same team and analyses were done at the same lab. However the evaluations of QA/QC data for this report were done by different authors at different times and hence are reported separately herein. Table 11-1 explains the authorship of the QA/QC evaluations included in this report.

Table 11-1 Authors of QA/QC Evaluations

Deposit Time Period Responsible Author Report Section(s)
San Albino 2010 - 2020 Ristorcelli 11.3.4
San Albino 2021 - 2022 Ray 11.3.5
Las Conchitas 2011 - 2022 Ronning 11.3.6 and 11.3.7

11.3.3 QA/QC MATERIALS AND METHODS OF EVALUATION

11.3.3.1 STANDARDS

In this discussion the term "standards" is used to refer to "certified reference materials" ("CRM"), also sometimes called "standard reference materials". These are materials with known concentrations of, in this case gold and/or silver, established by rigorous testing. They are included with sample shipments to test the performance of the lab(s) Mako employs. Mako uses standards obtained from Ore Research & Exploration P/L ("OREAS"), a well-known reputable supplier.

11.3.3.2 DUPLICATES

For samples from drill core, Mako has at various periods collected and caused to be analyzed duplicates of three types:

Field Duplicates

According to Ristorcelli et. al. (2020), and Grillo (2019), Mako's field duplicates are quarter core duplicates, cut from the half-core retained for reference after the first half-core sample has been collected. All sources of error including natural geological heterogeneity, field sampling error, sample preparation error and analytical error are encompassed in field duplicates.

Preparation (Coarse) Duplicates

These, also called coarse reject duplicates, "… are collected by taking a second split after crushing, before the pulverizing stage. These samples are sent to the same laboratory at a later stage." (Grillo, 2019). Preparation duplicates encompass all sources of error that occur within the laboratory, such as grinding and pulverizing, sample size reduction (splitting), and analytical error.

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Pulp Duplicates

Grillo (2019) describes pulp duplicate simples as "… the identical pulp samples collected at the final stage of sample reduction". The author takes this to mean that the pulp duplicates are second splits taken from the same pulp as the original analytical aliquot.

Blanks

"Blanks" consist of unmineralized rock which is submitted to the laboratory like a real sample, to test whether the laboratory is reporting significant mineral grades in material that should have no or very low grades.

Mako uses coarse blank material which is processed by the laboratory similarly to real samples, including being subjected to the crushing and grinding process. The blank material is locally sourced rock. Previous sources used were crushed granite or locally sourced barren rock. In recent years prior to the first or second quarter of 2022 locally sourced granite was used. Subsequently, pumice has been used. These materials do not have certified grades but are presumed to contain very little or no mineralization.

11.3.4 SAN ALBINO QA/QC 2010 - 2020

11.3.4.1 SAN ALBINO PROJECT CHANNEL SAMPLES

The channel samples at the San Albino project were monitored for QA/QC purposes beginning in 2013. Blank materials, standards, and duplicates were inserted into the sample stream, prior to shipment to the assay laboratory, at a rate of every five to 10 samples. Blank material consisted of crushed granite or locally sourced barren rock. Standards consisted of prepackaged pulps of CRM. Duplicates were collected by sampling the same channel, either beside or deeper into the channel, twice and analyzing each sample separately.

11.3.4.1.1 BLANKS INSERTED WITH CHANNEL SAMPLES

The author reviewed 217 blanks inserted with channel samples from the year 2013 to 2020. Figure 11-1 shows the variability of gold values in blanks relative to the date analyzed. Two blanks had gold values greater than 0.2g Au/t. One of these blanks had a gold value of 0.21g Au/t, but the previous sample did not have detectable amounts of gold. It is possible this sample was a mislabeled channel sample because the following samples had similar gold values. The other anomalous blank immediately followed a sample with gold values of 545.9g Au/t. Overall, the results suggest a small amount of cross-contamination occurred during sample preparation.

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Figure 11-1 Channel Sample Blanks

11.3.4.1.2 CHANNEL SAMPLE STANDARDS

Eleven CRMs were inserted as standards with the channel samples. Only CRMs with 30 or more analyses were considered to have sufficient data to evaluate for failure rate and weighted-average bias (Table 11-2). They showed a failure rate of 3% when failure is defined as a value greater than or less than the accepted standard value plus or minus three standard deviations, respectively. The weighted-average bias for these CRM samples shows an overall positive bias of 1%. These samples amount to 230 of the 255 CRM samples analyzed. If the additional 25 analyses covering seven different CRMs are factored in, the failure rate remains 3% and the weighted-average bias increases to 1.5%. The only CRM with a notable number of failures is OREAS-10C. It is unclear if this is due to a sample mislabeling/mishandling issue or actual failures. Additionally, four samples were removed from the failure rate calculation because they had improbably low values and thus likely were caused by sample mislabeling/mishandling. Standard OREAS-203 exhibited a high bias rate of +8.2%.

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Table 11-2 Channel Sample Standards

CRM ID Grades in g Au/tonne Total
Samples		 Samples
Deleted		 Dates Used Failure Counts Failure
Rate		 Bias
Certified
Value		 Average Max Min First Last High Low
OREAS-203 0.825 0.893 0.994 0.794 31 1 10-Apr-13 8-Oct-14 0 0 0.0% 8.2%
OREAS-66a 1.237 1.253 1.359 1.009 52 0 12-Feb-13 8-Oct-14 0 1 1.9% 1.3%
OREAS-10C 6.600 6.529 7.073 5.934 70 0 12-Feb-13 8-Oct-14 0 6 8.6% -1.1%
OREAS-12a 11.790 11.782 12.300 10.300 77 3 12-Feb-13 8-Oct-14 0 1 1.4% -0.1%

Note: only CRMs with more than 30 analyses shown.

11.3.4.1.3 CHANNEL SAMPLE DUPLICATES

The author evaluated the performance of duplicates by calculating the relative percent difference ("Rel Pct Diff") between the duplicate sample compared to the original sample expressed as percent. The relative percent difference listed in Table 11-3 is an average of individual relative differences, each of which is calculated as:

Additionally, an alternative calculation, which MDA has also done as part of this evaluation, but whose results are not listed in Table 11-3 is:

A total of 320 sample duplicates were inserted by Mako for the channel samples from trenches and exploration pits. Twelve had highly anomalous values greater than 500% difference between the original and duplicate sample, though only six had a gold content of greater than 1.0g Au/t in either the original or duplicate sample. Additionally, 40 samples were ignored because one or both samples had gold grades below detectable. Overall, the duplicates show a positive bias of around four percent and an average absolute relative difference around 45% (Table 11-3), both of which, given the difficulty and human error involved in channel sampling, can be considered good data reproducibility. Figure 11-2 and Figure 11-3 show relative percent bias and absolute relative present bias, respectively; of note is the somewhat expected increased variability in samples averaging more than 1.0g Au/t.

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Table 11-3 Channel Sample Duplicates

Duplicate Type Year Lab Metal Samples Averages as Percent
Total Used Outliers Relative %
Difference		 Absolute %
Difference
Channel Sample Field 2013-2020 Inspectorate/
Bureau Veritas		 Au 320 308 12 4.5 45.2

11.3.4.2 SAN ALBINO PROJECT BLANKS IN DRILL SAMPLES

Drill samples were monitored for QA/QC purposes in part by inserting blank material consisting of crushed granite or locally derived barren rock every 10 samples and randomly after suspected high-grade vein intervals. There are 1,926 blanks having gold values in Mako's database. One blank returned a significant value (0.62g Au/t), but it did not follow a mineralized sample. Thus, it may represent sample mishandling and/or mislabeling. Two other blanks had values greater than 0.2g Au/t, one followed a sample with insignificant gold. The other followed a sequence of five samples with grades ranging from 1.2 to 8.7g Au/t gold and thus could represent cross-contamination during sample preparation. This amount of potential cross-contamination, while measurable, is not significant.

Figure 11-4 shows all gold values in blanks and the dates they were received. It is noteworthy that increased variability in the blank gold values occurs over a period of August to December 2019. All the samples showing increased variability were prepared and analyzed by Bureau Veritas.

There are 1,926 blanks having silver values in Mako's database. One blank returned a significant value (10.3g Ag/t). This is the same sample mentioned above that returned a high gold value. It did not follow a mineralized sample, and may represent sample mishandling and/or mislabeling. Figure 11-5 shows all silver values in blanks and the dates they were received. It is noteworthy that increased variability in the blank silver values occurs over a period of December 2019 to March 2020. All samples showing increased variability were analyzed at Bureau Veritas.

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Figure 11-2 Relative Percent Difference of Channel Sample Duplicates

Note: a positive relative percent difference means the duplicate sample had a higher assay value than the original sample.

Figure 11-3 Absolute Percent Difference of Channel Sample Duplicates

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Figure 11-4 Gold Blanks: Drilling

Note: One sample at 0.62g Au/t not shown

Figure 11-5 Silver Blanks: Drilling

Note: One sample at 10.3g Ag/t not shown.

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11.3.4.3 SAN ALBINO PROJECT STANDARDS IN DRILL SAMPLES

Drill sample QA/QC was also monitored by inserting CRMs every 10 samples. The CRMs consisted of prepackaged pulps of certified reference material. The author only evaluated results for the 16 CRMs with 30 or more analyses, which totaled 1,443 insertions, as summarized in Table 11-4. The failure rate for gold CRMs was 4% when using the definition for failures as greater than or less than the certified grade, plus or minus three standard deviations, respectively. The author found 30 failures that appear to be mislabeled CRMs. With these samples removed from consideration, the failure rate drops to 1% (Table 11-4). The weighted-average bias for all CRMs was found to be +2%.

Although not of primary economic interest, Mako did have one higher-grade CRM for silver. This standard had no failures and showed a bias of -3% (Table 11-5). Four other CRMs for silver all had certified values less than 1.5g Ag/t. These were considered inconsequential because the data lacked adequate precision and the silver grade is well below a grade likely to have reasonable prospects for eventual economic extraction. Thus, this silver CRM data was excluded from the QA/QC evaluation.

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Table 11-4 Gold CRMs, San Albino project Drill Samples

Standard ID Grades in g Au/tonne Samples
Used		 Samples
Deleted		 Dates Used Failure Counts Failure
Rate		 Bias
Certified
Value		 Average Max. Min. First Last High Low
OREAS-203 0.825 0.876 0.935 0.668 41 5 5-Mar-13 3-Feb-17 0 0 0.0% 6.2%
OREAS-15h 1.019 0.990 1.074 0.938 51 3 8-Mar-12 4-Apr-20 0 2 3.9% -2.8%
OREAS-221 1.042 1.070 1.155 0.741 88 2 20-Jul-19 6-Mar-20 0 1 1.1% 2.7%
OREAS-222 1.206 1.227 1.301 1.180 44 0 11-Jul-19 23-Jan-20 0 0 0.0% 1.7%
OREAS-205 1.210 1.226 1.292 1.171 56 0 9-Apr-16 23-Jun-16 0 0 0.0% 1.3%
OREAS-253 1.220 1.186 1.239 1.095 48 0 20-Jul-19 8-Jun-20 0 0 0.0% -2.8%
OREAS-66a 1.237 1.232 1.429 1.085 96 1 15-Jun-12 5-Jul-19 1 0 1.0% -0.4%
OREAS-239 3.410 3.585 3.764 3.383 92 0 20-Jul-19 16-Apr-20 0 0 0.0% 5.1%
OREAS-210 5.040 5.433 5.740 4.304 156 1 18-Apr-16 25-Feb-20 0 0 0.0% 7.8%
OREAS-226 5.360 5.419 5.733 5.160 34 0 11-Jul-19 15-May-20 0 0 0.0% 1.1%
OREAS-10C 6.600 6.479 6.902 6.111 209 14 8-Mar-12 4-Apr-20 0 4 1.9% -1.8%
OREAS-256 7.540 7.740 8.137 7.306 72 1 20-Jul-19 25-Apr-20 0 0 0.0% 2.6%
OREAS-228 8.720 8.713 9.062 8.224 46 2 20-Jul-19 3-Feb-20 0 0 0.0% -0.1%
OREAS-208 8.810 9.406 9.950 8.833 69 0 13-Apr-16 13-Aug-19 1 0 1.4% 6.8%
OREAS-12a 11.790 11.732 12.548 11.022 201 1 8-Mar-12 3-Feb-17 1 4 2.5% -0.5%
OREAS-229b 11.860 12.054 15.800 10.900 110 0 11-Jul-19 18-Jun-20 4 0 3.6% 1.6%

Table 11-5 Silver CRMs, San Albino project Drill Samples

Standard ID Grades in g Ag/tonne     Total
Samples		 Samples
Deleted		 Dates Used Failure Counts Failure
Rate		 Bias
Certified
Value		 Average Maximum Minimum First Last High Low
OREAS-66a 18.9 18.3 21.1 15.9 91 0 15-Jun-12 3-Oct-13 0 0 0.0% -3.3%

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11.3.4.4 SAN ALBINO PROJECT DUPLICATES IN DRILL SAMPLES

Three types of duplicates were inserted by Mako: quarter core samples, coarse rejects of core samples, and field duplicates collected at the RC drill. Quarter core samples show the highest degree of variability as expected, while the coarse reject and RC field duplicates show lower levels of variability. This illustrates the effect crushing the sample, whether at the lab or during the drilling process, has on reducing heterogeneity.

Table 11-6 Duplicates for San Albino project Drill Samples

Duplicate Type Year Lab Metal Samples Averages as Percent
Total Used Outliers Relative
Difference		 Absolute
Difference
Quarter Core 2012, 2013,
2020		 Inspectorate/
Bureau Veritas		 Au 183 172 11 0.6 74.4
Core Coarse Reject 2010-2013,
2016, 2019-2020		 Inspectorate/
Bureau Veritas		 Au 2,456 2,441 15 1.2 26.8
RC Field Duplicate 2016 Bureau Veritas Au 177 176 1 -2.1 21.9

It should be noted that a higher relative difference is seen in the 2020 quarter core samples analyzed by Bureau Veritas compared to the samples analyzed by Inspectorate in 2012-2013. This difference is caused by the number of Bureau Veritas samples available, only 22, and by the sample selection. Only 11 of the Bureau Veritas samples have average gold grades greater than 1.0g Au/t. If only the higher-grade samples are considered, the average relative difference drops to -3.0% and average absolute relative difference drops to 57.6%, which both compare very favorably with the 2012-2013 Inspectorate samples. This illustrates the distortions that very low-grade samples can introduce in the data averages.

11.3.4.4.1 DRILL SAMPLES - CORE DUPLICATES

Core duplicates consist of sawn quarter core samples submitted for assay and compared to the original half- core assay. These were prepared by cutting the retained half-core lengthwise into two quarters and submitting one of the quarters as a duplicate of the original half-core sample. Analysis of the relative percent difference shows a generally low bias below gold grades of 1.0g Au/t and a high bias above 2.0g Au/t. Figure 11-6 shows duplicate samples versus original. Figure 11-7 shows the relative difference as an absolute value.

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11.3.4.4.2 DRILL SAMPLES - COARSE REJECT DUPLICATES

Coarse reject material from analyzed core samples was selected and re-submitted as a type of duplicate. These duplicate samples were then analyzed at the same laboratory as the original samples. Very little bias is observed in these samples as shown in Figure 11-8 and Figure 11-9.

11.3.4.4.3 REVERSE-CIRCULATION DRILLING FIELD DUPLICATES

RC field duplicates show very little bias below 1.0g Au/t and a slight positive bias between 1.0 to 6.0g Au/t in the duplicate sample (Figure 11-10 and Figure 11-11).

Figure 11-6 Relative Difference of Gold in Quarter Core

Note: a positive relative percent difference means the duplicate sample had a higher assay value than the original sample.

Figure 11-7 Absolute Value of Relative Difference of Gold in Quarter Core

 

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Figure 11-8 Relative Difference of Gold in Coarse Reject Material

Note: a positive relative percent difference means the duplicate sample had a higher assay value than the original sample

Figure 11-9 Absolute Value of Relative Difference of Gold in Coarse Rejects

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Figure 11-10 Relative Difference of Gold in RC Field Duplicates

Note: a positive relative percent difference means the duplicate sample had a higher assay value than the original sample.

Figure 11-11 Absolute Value of Relative Difference of Gold in RC Field Duplicates

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11.3.4.5 METALLIC-SCREEN FIRE ASSAYS

Mako completed 1,891 metallic-screen analyses of drill samples as of February 28, 2020. The screen-fire assays were compared to the standard 30g fire assays done on the same sample. A breakdown of data available and data used is given in Table 11-7. Graphs in Figure 11-12 and Figure 11-13 show plots of the maximum relative differences and the absolute values of the relative differences between metallic-screen analyses and 30g analyses. Analyzing all the data together, the maximum relative difference graph shows that, for the most part, at the lower grades (<2g Au/t) the metallic-screen assay values have a high bias (around 10%-20%) when compared to the paired 30g analyses. For the most part, except the two sets of data above around 3g Au/t, the tendency is for the metallic-screen analyses and 30g sample analyses to be similar. The absolute value of the relative difference graph shows that the relative differences are around 50% at the low grades, dropping to around 15% at the highest grades.

Table 11-7 Number of Gold Metallic-Screen Analyses

  San Albino Las Conchitas Total
Total number of metallic-screen assays 1,599 292 1,891
Number of sample pairs with mean grade <0.4g Au/t 911 151 1,062
Number pairs with differences in grade >1000% diff. 20 3 23
Number pairs with differences in grade >1000% diff. and mean grade >0.4g Au/t 17 1 18
Data used in evaluations and graphing 671 140 811

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Figure 11-12 Maximum Relative Difference of Metallic-Screen vs. 30 Gram Fire Assay Gold Values

(Excluding all samples with differences of >1000%, and two samples at 3g Au/t with ~500% difference)

Figure 11-13 Absolute Value of the Relative Difference from Mean of Metallic-Screen vs. 30 Gram Fire Assay Gold

Values

(Excluding all samples with differences of >1000%, and two samples at 3g Au/t with ~500% difference)

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11.3.5 SAN ALBINO QA/QC 2021-2022

11.3.5.1 DRILL SAMPLE BLANKS SW SAN ALBINO DEPOSIT 2021-2022 PERIOD

Drill samples were monitored for QA/QC purposes in part by inserting blank material consisting of crushed granite or locally derived barren rock (geological blanks) every 20 samples. A total of 1,355 geological blanks were used in Mako's database for SW San Albino deposit in 2021-2022 period.

If the assayed value for Au in a certificate was indicated as being less than detection limit (<0.005) the value was assigned the value of half the detection limit (0.0025) for data treatment purposes. An upper tolerance limit of three times the detection limit (0.015) was indicated for Au.

There were 17 occasions where the Au value in the blanks were above three times the detection limit. Eleven of these samples were within intervals with insignificant gold results or other reference material in close proximity in the batches were passing, thus no further action was suggested. There were re-runs suggested to be done for six sample intervals where the blank samples were failing, however, most of the blank failures will have no significance because they are of such low-grade, and even though they represent contamination, the amount by which they contaminate the following sample(s) is very little and so far below cutoff grade.

Figure 11-14 shows all gold values in blanks and the sample numbers.

Figure 11-14 SW San Albino Blanks for Au BV Labs: 2021 and 2022

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If the assayed value for Ag in a certificate was indicated as being less than detection limit (<0.3) the value was assigned the value of half the detection limit (0.15) for data treatment purposes. An upper tolerance limit of three times the detection limit (0.9) was indicated for Ag.

There were 12 occasions where the Ag value in the blanks were above three times the detection limit. All of these samples were within intervals with insignificant silver results or other reference material in close proximity in the batches were passing, thus no further action was suggested.

Figure 11-15 shows all silver values in blanks and the sample numbers.

Figure 11-15 SW San Albino Blanks for Ag BV Labs: 2021 and 2022

11.3.5.2 DRILL SAMPLE STANDARDS SW SAN ALBINO DEPOSIT 2021-2022 PERIOD

Drill sample QA/QC was also monitored by inserting CRMs every 20 samples for drillholes SA21-510 to SA21-512, SA21-536 partial to SA22-587, SA22-599 partial to SA22-620 partial and SA22-631 to SA22-704 with rare exceptions. CRMs were not inserted in drillholes SA21-513 to SA21-536 partial, SA22-596 to SA22- 599 partial and SA22-620 partial to SA22-631.

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The CRMs consisted of prepackaged pulps of certified reference material. There were 932 insertions of CRMs for Au in Mako's database for SW San Albino deposit in 2021-2022 period, as summarized in Table 11-8. Six of the 932 CRMs had insufficient material for the gravimetric testing, thus do not have values for Au. The author found 20 failures (8 high and 12 low) when using the definition for failures as greater than or less than the certified grade, plus or minus three standard deviations, respectively.

Most of the failures for Au appear in CRM OREAS-235 (10) and CRM OREAS-258 (8). Almost all of them were within intervals with insignificant gold values or other reference material in close proximity in the batches were passing, thus no further action was suggested. There were re-runs suggested to be done for four sample intervals - three where OREAS-235 was failing and one where OREAS-258 was failing within samples with higher gold values. Table 11-8 summarizes the CRMs used for gold in SW San Albino in 2021-2022 and their performance.

Table 11-8 SW San Albino CRMs for Au BV Labs: 2021 and 2022

Standard ID Grades in g Au/ppm Samples
Used		 Failure Counts Note
Certified
Value		 3rd High
Dev		 3rd Low
Dev		 High Low
OREAS-211 0.768 0.849 0.687 79 0 0  
OREAS-235 1.590 1.704 1.476 228 3 7  
OREAS-240 5.510 5.927 5.093 256 0 1  
OREAS-241 6.910 7.837 5.983 67 0 0  
OREAS-257b 14.220 15.339 13.101 82 1 0  
OREAS-258 11.150 11.927 10.373 214 4 4 The standards are 220, however, there was insufficient material for following gravimetric analyses for 6 CRMs

There were 932 insertions of CRMs for Ag in Mako's database for SW San Albino deposit in 2021-2022 period, as summarized in Table 11-9 The author found 98 failures (61 high and 37 low) when using the definition for failures as greater than or less than the certified grade, plus or minus three standard deviations, respectively. With exception of CRM OREAS-257b, all other have failures for Ag.

Almost all of the failures were within intervals with insignificant silver values or other reference material in close proximity in the batches were passing, thus no further action was suggested. There were two sample intervals where OREAS-240 was failing within samples with higher silver values for SA21-536 (batch MGA21002014 - sample 4211533) and SA22-609 (batch MGA22000342 - sample 4406463). Table 11-9 summarizes the CRMs used for silver in SW San Albino in 2021-2022 and their performance.

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Table 11-9 SW San Albino CRMs for Ag BV Labs: 2021 and 2022

Standard ID Grades in g Ag/ppm Samples
Used
 Failure Counts Note
Certified
Value		 3rd High
Dev
 3rd Low
Dev
 High Low
OREAS-211 0.205 0.249 0.160 79 16 0 The standard is not suitable for Ag as the value is under the detection limit (0.3 ppm) of the assay method used.
OREAS-235 0.135 0.167 0.103 228 14 0 The standard is not suitable for Ag as the value is under the detection limit (0.3 ppm) of the assay method used.
OREAS-240 1.300 1.560 1.040 256 25 20  
OREAS-241 1.710 1.980 1.440 67 2 13  
OREAS-257b 14.220 15.339 13.101 82 0 0  
OREAS-258 11.150 11.927 10.373 220 4 4  

11.3.5.3 DUPLICATE DRILLING SAMPLES SW SAN ALBINO DEPOSIT 2021-2022 PERIOD

Mako inserted coarse duplicates every 20 samples. Statistical analyses were applied to the accumulated 2021- 2022 coarse duplicate data in order to obtain an indication of precision. The data set consisted of 1,150 coarse duplicate pairs for Au and Ag.

Scatter plots for Au coarse duplicates in different cutoffs are presented in Figures 11-16 to 11-20.

Thompson-Howarth Precision Plot Figure 11-21 as well as graph of the Mean of the Sample Pair versus the Absolute Relative Difference of the Sample Pair (ARD plot) Figure 11-22 were created and compared for Au.

As a rule of thumb, if 90 percent of the coarse duplicates for Au have a relative difference within ±20 percent (best practice) and ±30 percent (acceptable practice), the preparation protocol can be considered to provide good precision.

The cumulative coarse duplicate data for gold yielded value of 32.7% for T-H Precision Plot and 15% for the ARD Precision Plot.

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Figure 11-16 SW San Albino Scatter Plot Au Coarse Duplicates (150 PPM) 2021-2022

Figure 11-17 SW San Albino Scatter Plot Au Coarse Duplicates (80 PPM) 2021-2022

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Figure 11-18 SW San Albino Scatter Plot Au Coarse Duplicates (5 PPM) 2021-2022

Figure 11-19 SW San Albino Scatter Plot Au Coarse Duplicates (1 PPM) 2021-2022


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Figure 11-20 SW San Albino Scatter Plot Au Coarse Duplicates (0.5 PPM) 2021-2022

Figure 11-21 SW San Albino Thompson-Howarth Precision Plot for Au Coarse Duplicates: 2021 - 2022

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Figure 11-22 SW San Albino Mean of Sample Pair Versus Absolute Relative Difference of Sample Pair
Au Duplicate Pairs: Coarse Duplicates, 2021 - 2022

Scatter plots for Ag coarse duplicates in different cutoffs are presented in Figures 11-23 to 11-26.

Thompson-Howarth Precision Plot Figure 11-27 as well as graph of the Mean of the Sample Pair versus the Absolute Relative Difference of the Sample Pair (ARD plot) Figure 11-28 were created and compared for Ag. As a rule of thumb, if 90 percent of the coarse duplicates for Ag have a relative difference within ±20 percent (best practice) and ±30 percent (acceptable practice), the preparation protocol can be considered to provide good precision.

The cumulative coarse duplicate data for silver yielded value of 30% for T-H Precision Plot and 21% for the ARD Precision Plot.

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Figure 11-23 SW San Albino Scatter Plot Ag Coarse Duplicates (120 PPM) 2021-2022

Figure 11-24 SW San Albino Scatter Plot Ag Coarse Duplicates (80 PPM) 2021-2022


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Figure 11-25 SW San Albino Scatter Plot Ag Coarse Duplicates (40 PPM) - 2021-2022

Figure 11-26 SW San Albino Scatter Plot Ag Coarse Duplicates (5 PPM) 2021-2022


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Figure 11-27 SW San Albino Thompson-Howarth Precision Plot for Ag Coarse Duplicates: 2021-2022

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Figure 11-28 SW San Albino Mean of Sample Pair Versus Absolute Relative Difference of Sample Pair

Ag Duplicate Pairs: Coarse Duplicates, 2021 - 2022

 

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11.3.6 LAS CONCHITAS PROJECT TRENCH OR CHANNEL SAMPLES

Table 11-10 and Table 11-11 summarize the numbers of QA/QC samples in the trench assay database and the ratios of QA/QC samples to real samples.

Table 11-10 Counts of QA/QC Samples in Trench Channel Samples

Year Pulp Duplicates Standards Blanks Samples
2012 16 0 15 737
2013 30 43 39 631
2017 72 75 84 1,924
2018 11 13 13 417
2019 57 58 60 1,020
2020 17 17 21 305
2021 59 16 63 946
2022 33 1 32 481

Table 11-11 QA/QC Sample Ratios in Trench Channel Samples

Year Pulp Duplicates Standards Blanks All QA/QC
2012 2.2 % 0 % 2.0 % 4.2 %
2013 4.8 % 6.8 % 6.2 % 17.7 %
2017 3.7 % 3.9 % 4.4 % 12.0 %
2018 2.6 % 3.1 % 3.1 % 8.9 %
2019 5.6 % 5.7 % 5.9 % 17.2 %
2020 5.6 % 5.6 % 6.9 % 18.0 %
2021 6.2 % 1.7 % 6.7 % 14.6 %
2022 6.9 % 0.2 % 6.7 % 13.7 %

Starting in 2013, the ratios of analyses of QA/QC samples to those of real samples has been 12% or greater in all years except 2018. However, it is noteworthy that in 2021 and 2022, relatively few standards were analyzed with the samples from trenches.

11.3.6.1 STANDARDS IN CHANNEL SAMPLES

Terminology

Descriptions of some terms used in this discussion to describe the performance of standards follow.

Target Value: also sometimes called the "expected value", this is the certified value of gold or silver in a standard, as stated by the supplier.

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Specification Limits4: limits within which an analyses is deemed to be acceptable based on information supplied with a standard. The author uses Equation 3 to establish specification limits.

Control Limits: limits based on the performance of the lab analyzing the samples. The calculation is like that for specification limits but uses the average and standard deviation obtained by the lab being monitored. When a standard first enters use at any given lab the control limits will not be known as there will not be any data available for the calculation. The author uses Equation 4 to establish control limits.

Performance Ratio: Usually abbreviated as "Pp", This is a term used more in industrial process control than in monitoring the performance of laboratories analyzing mineral samples, but the author finds it useful. For the purpose of the present discussion it can be thought of as the ratio of the expected standard deviation (per specifications) to the achieved standard deviation, as in Equation 5.

The performance ratio as calculated using Equation 5 is a useful way of comparing a lab's precision to the precision implied by the specifications for a standard. However, it fails to account for accuracy or bias. To overcome this the author also looks at "Performance Ratio Taking into Account Process Centering", usually abbreviated as "Ppk". Ppk can be thought of as the performance ratio reduced as bias increases.

In a perfect world Pp and PpK would be 1. In the real world, the author considers performance ratios in the range of 0.5 to 1.5 to be acceptable. Performance ratios outside these limits do not necessarily mean that data are unacceptable but do mean that the reasons for such deviations and their possible consequences should be understood.

Gold in Standards

Table 11-12 (page 113) contains a summary of the results of gold analyses of standards analyzed with batches of samples from trenches for the years 2012 - 2022. The results are good.

/ There are only two high-side failures, for a failure rate of less than 1% on the high side.

_________________________________

4 Specification Limits may also be called "Control Limits" in some reports. The author prefers to make a distinction between the two. As used in this discussion the former measure performance against an external specification whereas the latter measure a lab's internal performance.

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/ There are five or six low-side failures, depending on whether control limits or specifications are used to designate failures. This is less than 3% failures on the low side.

/ Biases relative to target values are all within ±5%. In the author's experience biases within this range are typical for the industry. The greatest-magnitude bias, -4.3% in OREAS 211, is based on only one analysis of that standard, so it means very little.

/ Except for standard OREAS 203, the performance ratios, Pp and PpK, are, in the author's experience, typical for the industry. In the case of OREAS 203 the Pp and PpK are 7.5 and 6.7 respectively, which are very high. However, the performance ratio calculations are based on only three analyses of OREAS 203, too few for statistics to have much meaning.

If there is a criticism to be made of the data for analyses of standards in batches of samples from the trenches, it is that many of the standards were used too few times in this data set for meaningful statistics to be derived from them. The number of different standards could be reduced while still maintaining a useful range of target values. This would increase the number of analyses of each standard, allowing for more robust statistical evaluations.

Silver in Standards

Table 11-13 (page 114) contains a summary of the results of silver analyses of standards analyzed with batches of samples from trenches for the years 2012 - 2022. Fewer of the standards used by Mako have certified values for silver, and three of those have certified values below the detection limit for Mako's analytical method. The results for the silver analyses are more problematic than the results for gold.

/ Two of the biases have magnitudes of close to 10% (OREAS 226 and OREAS 229b).

/ The performance ratios are unusually low in OREAS 216b and OREAS 229b.

/ On the positive side, two of the standards, OREAS 66a and OREAS 210, have reasonably good results. OREAS 66a is the highest-grade of the silver standards and the only one routinely assayed using a fire assay - gravimetric method.

Figure 11-29 is a control chart that illustrates the issues with silver in OREAS 229b. The average of the analyses is more than 10% higher than the target value. The spread between the lower and upper control limits is much broader than the spread between the lower and upper specification limits, indicating that the precision of the laboratory is significantly less than the precision obtained during the certification process for the standard, resulting in the low performance ratios seen in Table 11-12 for this standard.

The low-side failure seen in Figure 11-29 is quite extreme. It is more likely to be due to a sample mix-up than an analytical failure, but the cause cannot be determined with certainty.

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Figure 11-29 Control Chart for Silver in OREAS 229b

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Table 11-12 Summary of Gold Results for Analyses of Standards with Channel (Trench) Samples

Standard ID Grades, ppm Gold Count Dates Fails per Specs Bias pct Pp PpK Fails per Cntrl Lmts
Target Average Maximum Minimum Start End High Low High Low
OREAS 10c 6.6 6.581 6.958 6.079 14 2013 2013 0 1 -0.29 0.6 0.6 0 0
OREAS 12a 11.79 11.76 12.0 9.5 16 2013 2013 0 1 -0.25 0.9 0.8 0 1
OREAS 66a 1.237 1.278 1.355 1.217 9 2013 2013 0 0 3.31 1.2 0.9 0 0
OREAS 203 0.871 0.881 0.885 0.877 3 2013 2013 0 0 1.15 7.5 6.7 0 0
OREAS 204 1.043 1.042 1.194 1.002 31 2017 2017 1 0 -0.1 1.6 1.5 1 0
OREAS 208 9.248 9.392 9.898 8.426 26 2017 2017 0 0 1.56 1.3 1.2 0 0
OREAS 210 5.49 5.489 5.742 4.687 39 2017 2019 0 1 -0.02 1.3 1.3 0 1
OREAS 211 0.768 0.735 0.735 0.735 1 2022 2022 0 0 -4.3 n/a n/a 0 0
OREAS 216b 6.66 6.722 7.056 6.395 6 2020 2020 0 0 0.93 0.7 0.6 0 0
OREAS 221 1.062 1.063 1.098 1.042 7 2019 2020 0 0 0.09 1.9 1.9 0 0
OREAS 222 1.22 1.217 1.245 1.029 11 2018 2019 0 2 -0.25 1.4 1.3 0 2
OREAS 226 5.45 5.573 5.675 5.488 5 2019 2019 0 0 2.26 1.4 1.0 0 0
OREAS 228 8.73 8.63 8.876 8.282 5 2017 2019 0 0 -1.15 1.1 1.0 0 0
OREAS 229 12.11 11.98 12.2 11.8 14 2018 2020 0 0 -1.07 1.9 1.5 0 0
OREAS 229b 11.95 12.11 12.6 0.006 10 2019 2021 0 1 1.34 1.0 0.8 0 1
OREAS 232 0.902 0.872 0.894 0.854 6 2021 2022 0 0 -3.33 1.4 0.8 0 0
OREAS 239 3.55 3.591 3.591 3.591 1 2019 2019 0 0 1.15 n/a n/a 0 0
OREAS 253 1.22 1.206 1.388 1.156 7 2019 2020 1 0 -1.15 1.2 1.0 1 0
OREAS 256 7.66 7.795 8.003 7.445 10 2019 2021 0 0 1.76 1.2 1.0 0 0
                             
Count:         221     2 6       2 5
Percent:         100     0.9 2.7       0.9 2.3
Min:         1     0 0       0 0
Max:         39     1 2       1 2

Note: The total count of analyses in Table 11-12 is 221, whereas the total count of standards in Table 11-10 is 223. Two analyses from 2013 are not included in Table 11-12 because the analyses were over-limit and the samples were not re-analyzed using a higher-limit method.

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Table 11-13 Summary of Silver Results for Analyses of Standards with Trench Samples

Standard ID Grades, ppm Silver Count Dates Fails per Specs Bias pct Pp PpK Fails per Cntrl Lmts
Target Average Maximum Minimum Start End High Low High Low
OREAS 66a 18.9 18.1 19.3 17.0 9 2013 2013 0 0 -4.23 1.714 1.333 0 0
OREAS 210 0.943 0.944 1.2 0.7 39 2017 2019 0 0 0.11 0.969 0.966 0 0
OREAS 211 0.214 0.15 0.15 0.15 1 2022 2022 0 1 -29.91 n/a n/a 0 0
OREAS 216b 1.09 1.133 1.3 0.15 6 2020 2020 1 3 3.94 0.340 0.246 0 3
OREAS 226 0.904 0.82 0.9 0.7 5 2019 2019 0 1 -9.29 0.880 0.507 0 0
OREAS 229b 1.6 1.77 2.3 0.15 11 2019 2021 2 1 10.63 0.322 0.082 0 1
OREAS 232 0.093 0.508 0.6 0.15 6 2021 2021 6 0 446.24 0.039 -0.730 0 0
OREAS 239 0.244 0.15 0.15 0.15 1 2019 2019 0 1 -38.52 n/a n/a 0 0
                             
Sum or Count:         78     3 (9) 5 (7)       0 4
Percent:         100     3.8 6.4       0 5.1
Min:         1     0 0       0 0
Max:         39     2 (6) 3       0 3

Note: The target silver values for standards OREAS 211, OREAS 232 and OREAS 239 are lower than the detection limit for the analytical method in use. Results for those standards and calculations including them are greyed and italicized. Silver results for those standards should be disregarded.

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11.3.6.2 DUPLICATES IN CHANNEL SAMPLES

Terminology

The author evaluates all types of duplicates using scatterplots, linear regressions, relative difference plots and correlation coefficients. Most of these are standard tools of basic statistics and need not be explained here. Relative difference is a less common term and can be ambiguous, with the term being applied to at least six different ways of the doing the calculation, each giving a different outcome. The author used two ways of calculating relative differences expressed as percentages in this study, as shown in Equation 1 and Equation 2 in Section 11.3.4.1.3.

All the relative differences presented in this discussion were calculated using Equation 1.

Mako advises the author that the duplicate analyses included in the data set for channel samples are field duplicates. Ristorcelli et al. described channel sample duplicates collected at the San Albino deposit as follows:

"Duplicates were collected by sampling the same channel, either beside or deeper into the channel, twice and analyzing each sample separately." The author understands that duplicates from the trenches at Las Conchitas were collected in a similar manner.

Table 11-14 contains a summary of the results obtained for gold and silver in field duplicate samples from trenches at Las Conchitas. The author separated the gold data by analytical method, as indicated in the table and the notes below it.

Collecting duplicate channel samples in trenches is difficult. Differences due to natural geological heterogeneity are compounded by inevitable sampling differences. This is reflected in the high absolute relative differences indicated in Table 11-14.

The three calculated average relative differences for gold in Table 11-14 are all positive, showing that the duplicate samples tend to have higher gold grades than the originals. The author has no basis to ascribe a high gold bias in the duplicates to any specific cause or causes, although sampling bias is one likely suspect.

For silver, the duplicate samples tend to have lower grades, the opposite of the observed tendency for gold. As with gold, the author has no basis to ascribe the low silver bias in the duplicates to any specific cause or causes.

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Table 11-14 Summary of Results for Field Duplicates in Trench Channel Samples

Analyte Counts Averages of Relative Differences
as Percent		 Correlation
Coefficient
Pairs
Available		 Pairs
Used		 Outliers Relative Diff Abs Rel Diff
Au (AA) 284 248 8 6.0 47.2 0.88
Au (GV) 7 7 0 16.4 19.1 0.99
Au (met) 7 7 0 6.1 78.7 0.70
Ag (AR) 297 93 2 -9.6 72.2 0.90

Notes: Relative differences in Table 11-13 were calculated using Equation 1

(AA) indicates analysis using fire assay preparation with an atomic absorption finish.
(GV) indicates analysis using fire assay preparation with a gravimetric finish.

(met) indicates a screened metallic analysis.

(AR) indicates an aqua regia digestion with an ICP finish.

"Pairs Used" excludes outliers & any pairs with an analysis below detection limits.

11.3.6.3 BLANKS IN CHANNEL SAMPLES

The author evaluates results for blanks using charts similar to Figure 11-30. Such charts show the analysis obtained for the blank along with the analysis of the sample numerically preceding the blank. This is done to obtain a quick visual impression as to whether blanks analyzed immediately after higher-grade samples tend to register higher grades than blanks following lower grade samples. For this to be useful, the lab must process samples through the same circuits in numerical sequence.

The charts for blanks also show a "warning limit", set for the Las Conchitas blanks at five times the lower detection limit for the analytical method used5. The choice of where to set a warning limit is rather arbitrary, and it should not be seen as a failure limit, only as a warning to look more closely at the blank and adjacent samples and consider the implications of the observed assays.

Figure 11-30 through Figure 11-33 illustrate the results obtained from blanks in channel samples from trenches. There are two plots for each of gold and silver because the data were split into earlier and later sets to make the plots more legible.

Comments relating to the gold analyses of blanks are:

/ There is some evidence that there may be a degree of sample-to-sample contamination in the lab, as evidenced by a few cases in which gold grades reported for the blanks spike upwards when the preceding sample has a high gold grade. Such events were more common in the 2012-2018 period than in the 2019- 2023 period, although the most extreme such case occurred in 2019, in laboratory job MGA19000185. A blank for which 0.105 ppm Au was reported was immediately preceded by a sample reported to contain 45.82 ppm Au.

___________________________________

5 In section 11.3.5.1 Ray uses the term "tolerance limit" and sets it at three times the lower detection limit. These differences are due to individual authors' preferences and judgment.

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/ In only three cases did the reported gold grade in a blank exceed the warning limit.

Figure 11-30 Gold in Blanks and in Preceding Samples, Trenches, 2012 - 2018

Figure 11-31 Gold in Blanks and in Preceding Samples, Trenches, 2019 - 2023

Comments relating to the silver analyses of blanks are:

/ There are few cases in which silver grades appear to spike upwards in blanks that follow samples with high silver grades. There are apparently no such cases in the data for the 2019-2023 period.

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/ Only one silver analysis exceeds the warning limit.

/ There is a pattern of clusters of higher silver analyses of blanks interspersed among longer periods of time with only below-detection-limit grades reported. This is particularly evident in the data for 2019- 2023.

Figure 11-32 Silver in Blanks and in Preceding Samples, Trenches, 2012 - 2018

Figure 11-33 Silver in Blanks and in Preceding Samples, Trenches, 2019 - 2023

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11.3.6.4 CONCLUDING COMMENT ON QA/QC DATA FOR CHANNEL SAMPLES

A few issues have been pointed out in sections 11.3.6.1, 11.3.6.2 and 11.3.6.3. The numbers and types of issues are typical of mineral exploration projects. Overall, the QA/QC data for trench samples are good and the data support the use of data from trench samples as described in section 14.0

11.3.7 LAS CONCHITAS PROJECT DRILL SAMPLES

Table 11-15 and Table 11-16 summarize the numbers of QA/QC samples in the drill assay database and the ratios of QA/QC samples to real samples. The tables show that the QA/QC programs have included adequate numbers of preparation duplicates and blanks since the inception of drilling at Las Conchitas. Adequate numbers of standards have been used since 2013. Field duplicates and pulp duplicates have been analyzed in much smaller numbers and aren't major components of the QA/QC data. Since 2013 QA/QC samples have comprised between about 17% and 19% of the samples analyzed.

Table 11-15 Counts of QA/QC Samples in Drill Samples

Year  Field Duplicates  Preparation Duplicates  Pulp Duplicates Standards  Blanks  Samples
  2011* 9 84    6 65 1,179  
  2012*    11     1   9   184
2013    49    50  51   847
2018   103     93 95 1,690
2019   330   3 270 273  4,646
2020 2 596 295 706 976  13,608
2021 11 551 136 464 806  11,263
 2022! 5 2,212     56 1,575   3,000   40,424

Notes: *Field duplicates and standards analyzed with samples from 2011 & 2012 were in fact analyzed in 2017.

!Counts for 2022 do not include assays for 584 samples and the associated QA/QC data which were received after the QA/QC evaluation was completed.

Table 11-16 QA/QC Sample Ratios in Drill Samples

Year Field Duplicates Preparation Duplicates Pulp Duplicates Standards Blanks All QA/QC
2011 0.8 % 7.1 %   0.5 % 5.5 % 13.9 %
2012   6.0 %   0.5 % 4.9 % 11.4 %
2013   5.8 %   5.9 % 6.0 % 17.7 %
2018   6.1 %   5.5 % 5.6 % 17.2 %
2019   7.1 % 0.1 % 5.8 % 5.9 % 18.9 %
2020 0.0 % 4.4 % 2.2 % 5.2 % 7.2 % 18.9 %
2021 0.1 % 4.9 % 1.2 % 4.1 % 7.2 % 17.5 %
2022 0.0 % 5.5 % 0.1 % 3.9 % 7.4 % 16.9 %

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11.3.7.1 STANDARDS IN DRILLHOLE SAMPLES

In this discussion of standards the author uses various terms as described in section 11.3.6.1 on page 109.

Gold in Standards

Table 11-17 contains a summary of results for gold analyses of standards included with batches of samples from drillholes. Results are generally good, with a few exceptions:

/ Biases are within normal acceptable ranges.

/ Failure counts are low for the most part although a few higher failure counts stand out:

» Using the specifications, six percent of the analyses of OREAS 235 are failures, mostly on the low side. This is largely due to the analyses obtained by Mako having a greater standard deviation than is in the specifications. The lab's accuracy is good but its precision for analyses of this standard is mediocre.

» Using the specifications, six percent of the analyses of OREAS 258 show as failures, in this case mostly on the high side. However, this is very misleading. Of 15 high-side "failures", nine are cases in which the initial analysis was over a 10 ppm Au limit for the analytical method, and higher-limit analyses couldn't be done for lack of sufficient remaining material. Mako entered the analyses for these samples into the database at a default value of 12.5 ppm Au. For this standard, 12.5 ppm is a high-side failure. The author considers these nine cases as failures, but procedural and data management failures rather than analytical failures. For OREAS 258 the proportion of failures with an actual reported analysis available is 3%.

Mako's Response to Failures

The author reviewed actions taken by Mako in response to apparent failures of gold analyses of standards in batches of samples from drillholes. Mako provided a set of assay batch files representing re-runs of samples. The author made a list of re-run samples and compared it to a list the 88 high or low gold failures. This led to the following observations:

/ Selected samples were re-run from two batches that each contained one extreme failure on the low side. The new results obtained were not significantly different from the original gold assays. Mako apparently elected to retain the original gold assays in the database, a decision which the author considers reasonable.

/ A re-run of a standard whose original assay was an extreme failure on the high side was requested but could not be performed because of insufficient material. In any case, re-running only the standard would not have provided useful information. Nearby samples all had reported grades of 0.02 ppm Au or less, so no samples having a material effect on the resource estimate were affected.

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/ In 85 instances of failures of varying severity the author did not find any record of re-runs. In 77 such instances the grades of nearby samples were low enough that re-runs were, in the author's opinion, not necessary. In eight such instances, the author believes that re-runs would have been prudent. However, the oversight has little to no material impact on the resource estimate for Las Conchitas described in this report.

Silver in Standards

Table 11-18 contains a summary of results for silver analyses of standards included with batches of samples from drillholes. Compared to the results for gold, the results for silver are poor:

/ Failure counts relative to specifications for the standards are high for all but two of the standards. The two exceptions are OREAS 66a with a target value of 18.9 ppm Ag and OREAS 275b with a target value of 2.36 ppm Ag. Notably, these happen to be the two standards with the highest silver grades.

/ Biases also tend to have large magnitudes, with again the same two exceptions plus one other, OREAS 210 with a target value of 0.943 ppm Ag.

/ The performance ratios (Pp and PpK) for six of the standards are 0.5 or less, indicating that the analyses obtained by Mako have large standard deviations relative to expectations based on the specifications for the standards. This suggests low precision in the silver analyses, compared to the specifications.

A table such as Table 11-18 with simple statistics for each standard is a concise way of presenting results but necessarily obscures details. For example, the table shows four high-side failures for OREAS 210, but Figure 11-34 shows the same information with additional useful context. All four high-side failures occurred in the period of September-October 2018, and all four have similar magnitudes. They are interspersed with accurate analyses of the same standard during the same time period. These four high-side failures might indicate analytical problems, but the evidence suggests an alternative that they may be due to sample mix-ups.

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Figure 11-34 Silver in Oreas 210

Note: Analyses with hollow markers in Figure 11-34 were not used in calculating the average and control limits for OREAS 210.

Figure 11-35 further exhibits some of the issues with silver analyses. There are two distinct patterns on the chart. Up to the end of March, 2022 the silver analyses average 1.62 ppm Ag, 25% higher than the target value of 1.30 ppm Ag. Thereafter the silver analyses average 1.31 ppm Ag, effectively the same as the target value. However, even though the average looks good in the post-March period, there are a great many low-side failures. In fact, many analyses are reported below the detection limit, shown by the hollow markers in Figure 11-35.

Figure 11-35 Silver in Oreas 240

Note: Analyses with hollow markers in Figure 11-35 were not used in calculations of the average and control limits for OREAS 240.

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With the exceptions of OREAS 66a and OREAS 275b the results obtained from analyses of silver in the standards used with drillhole samples at Las Conchitas are problematic. This is less of an issue than it might have been if silver were a major driver of the value of the deposit. Two considerations are:

/ The standards in use were selected for their gold grades, and most have low silver target grades.

/ Good results were obtained for the single standard with a high silver target grade, OREAS 66a, although there are few analyses of this standard, only thirteen.

The writer suggests that if silver is important enough to be included in future resource estimates, results obtained for silver in standards should be monitored more closely and standards should be used that have a range of silver target values at grades that might be important.

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Table 11-17 Summary of Gold Results for Analyses of Standards with Drillhole Samples

Standard ID Grades, ppm Gold Count Dates Fails per Specs Bias pct Pp PpK Fails per Cntrl Lmts
Target Average Maximum Minimum Start End High Low High Low
OREAS 10c 6.600 6.480 6.763 6.238 16 31-Jul-13 10-Sep-13 0 0 -1.8 0.9 0.7 0 0
OREAS 12a 11.790 11.650 12.000 11.200 15 31-Jul-13 10-Sep-13 0 0 -1.2 0.9 0.7 0 0
OREAS 66a 1.237 1.240 1.328 1.171 13 31-Jul-13 10-Sep-13 0 0 0.2 1.4 1.3 0 0
OREAS 203 0.871 0.872 0.937 0.795 6 31-Jul-13 2-Sep-13 0 0 0.1 0.6 0.6 0 0
OREAS 204 1.043 1.045 1.272 0.982 25 6-May-17 23-May-19 1 0 0.2 1.3 1.3 1 0
OREAS 208 9.248 9.476 9.893 4.956 26 6-May-17 7-Aug-19 0 1 2.5 2.1 1.7 0 1
OREAS 210 5.490 5.472 5.760 5.211 65 6-May-17 25-Feb-20 0 0 -0.3 1.2 1.1 0 0
OREAS 211 0.768 0.768 0.846 0.601 186 19-Aug-22 14-Dec-22 0 2 0.0 1.1 1.1 1 2
OREAS 216b 6.660 6.691 6.963 6.343 51 15-May-20 11-Aug-20 0 0 0.5 1.1 1.0 0 0
OREAS 221 1.062 1.065 1.169 0.998 123 16-Aug-18 2-Nov-20 0 0 0.3 1.3 1.3 1 0
OREAS 222 1.220 1.223 1.296 1.156 28 16-Jul-18 3-Feb-20 0 0 0.3 1.0 1.0 0 0
OREAS 226 5.450 5.467 5.906 3.063 130 17-Apr-19 2-Nov-20 2 2 0.3 0.9 0.9 1 2
OREAS 228 8.730 8.752 8.998 7.537 37 9-Jul-18 21-Oct-19 0 1 0.3 1.7 1.6 0 1
OREAS 229 12.110 11.950 12.500 11.300 22 16-Aug-18 7-Aug-19 0 1 -1.3 0.8 0.6 0 0
OREAS 229b 11.950 12.070 14.500 10.900 337 17-Apr-19 3-May-21 6 1 1.0 1.2 1.0 6 5
OREAS 232 0.902 0.897 0.972 0.800 98 4-Feb-21 17-May-21 1 1 -0.6 0.8 0.7 0 1
OREAS 235 1.590 1.578 1.810 1.135 388 8-Nov-21 17-Feb-23 4 19 -0.8 0.7 0.6 2 4
OREAS 239 3.550 3.617 3.782 3.418 28 2-Aug-19 25-Apr-20 0 0 1.9 1.1 0.8 0 0
OREAS 240 5.510 5.476 6.009 4.736 448 15-Nov-21 22-Dec-22 3 6 -0.6 0.9 0.9 3 6
OREAS 241 6.910 7.009 7.527 5.931 156 7-Aug-22 22-Dec-22 0 1 1.4 1.5 1.3 0 2
OREAS 253 1.220 1.190 1.371 0.929 184 17-Apr-19 6-Sep-21 1 7 -2.5 1.0 0.8 1 4
OREAS 255b 4.160 4.144 4.378 3.852 46 21-Jun-21 13-Sep-21 0 0 -0.4 0.9 0.9 0 0
OREAS 256 7.660 7.641 14.400 1.174 169 2-Aug-19 30-Aug-21 1 1 -0.3 1.2 1.1 1 1
OREAS 257b 14.220 14.240 15.200 12.500 224 21-Jun-21 22-Dec-22 0 7 0.1 1.6 1.5 1 9
OREAS 258 11.150 11.160 13.400 9.308 344 8-Nov-21 17-Feb-23 15 4 0.1 1.2 1.1 15 8
                             
Sum or Count:         3,165     34 54       33 42
Percent:         100     1.1 1.7       1.0 1.3
Min:         6     0 0 -2.5     0 0
Max:         448     15 19 2.5     15 9

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Table 11-18 Summary of Silver Results for Analyses of Standards with Drillhole Samples

Standard ID Grades, ppm Silver Count Dates Fails per
Specs		 Bias pct Pp PpK Fails per
Cntrl Lmts
Target Average Maximum Minimum Start End High Low High Low
OREAS 66a 18.9 18.4 20.1 16.0 13 31-Jul-13 10-Sep-13 0 0 -2.7 1.1 0.9 0 0
OREAS 210 0.943 0.938 1.9 0.15 65 6-May-17 25-Feb-20 4 2 -0.5 0.8 0.7 4 2
OREAS 211 0.214 0.189 0.5 0.15 186 19-Aug-22 14-Dec-22 37 149 -11.7 0.2 0.1 1 0
OREAS 216b 1.09 1.174 1.6 0.15 51 15-May-20 11-Aug-20 16 10 7.7 0.3 0.1 0 5
OREAS 226 0.904 0.998 3 0.15 130 17-Apr-19 2-Nov-20 18 8 10.4 0.4 0.2 5 2
OREAS 229b 1.6 1.782 4 0.15 337 17-Apr-19 3-May-21 92 6 11.4 0.4 0.1 6 4
OREAS 232 0.093 0.270 0.9 0.15 98 4-Feb-21 17-May-21 98 0 190.3 0.0 -0.3 1 0
OREAS 235 0.135 0.249 1.6 0.15 388 8-Nov-21 17-Feb-23 46 0 84.4 0.0 -0.1 17 0
OREAS 239 0.244 0.223 0.4 0.15 28 2-Aug-19 25-Apr-20 11 17 -8.6 0.1 0.1 0 0
OREAS 240 1.3 1.400 2.5 0.15 448 15-Nov-21 22-Dec-22 55 61 7.7 0.3 0.2 6 18
OREAS 241 1.73 1.550 2.1 0.15 156 7-Aug-22 22-Dec-22 2 37 -10.4 0.3 0.1 0 2
OREAS 255b 0.924 0.790 1.0 0.5 46 21-Jun-21 13-Sep-21 0 15 -14.5 0.5 0.1 0 0
OREAS 257b 2.36 2.310 2.7 1.0 224 21-Jun-21 22-Dec-22 0 1 -2.1 1.4 1.2 0 2
OREAS 258 1.72 1.570 1.9 1.0 344 8-Nov-21 17-Feb-23 0 16 -8.7 1.1 0.7 0 4
                             
Sum or Count:         2,514     379 322       40 39
Percent:         100     15.1 12.8       1.6 1.6
Min         13     0 0 -14.5     0 0
Max         448     98 149 190.3     17 18

Note: The target silver values for standards OREAS 211, OREAS 232, OREAS 235 and OREAS 239 are lower than the detection limit for the analytical method in use. Results for those standards and calculations are greyed and italicized. Silver results for those standards should be disregarded.

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11.3.7.2 DUPLICATES IN DRILLHOLE SAMPLES

The author evaluates all types of duplicates using scatterplots, linear regressions, relative difference plots and correlation coefficients. Most of these are standard tools of basic statistics and need not be explained here. Relative difference is a less common term and can be ambiguous, with the term being applied to at least six different ways of the doing the calculation, each giving a different outcome. The author used two ways of calculating relative differences expressed as percentages in this study, shown in Equation 1 and Equation 2 in Section 11.3.4.1.3.

All the relative differences presented in this discussion were calculated using Equation 1.

For samples from drill core, Mako has at various periods collected and caused to be analyzed duplicates of three types: Field Duplicates, Preparation Duplicates, and Pulp Duplicates, as defined in Section 11.3.3.2

Grillo (2019) describes pulp duplicate simples as "… the identical pulp samples collected at the final stage of sample reduction". The author takes this to mean that the pulp duplicates are second splits from the same pulp as the original sample.

As seen in Table 11-15 and Table 11-16, preparation duplicates have been used consistently throughout drill programs since 2011. Field duplicates have been collected only sporadically and in small numbers, too few to make for a meaningful body of data. Useful numbers of pulp duplicates were collected starting only in 2020.

Table 11-19 summarizes the results obtained from analyses of duplicates of drill core samples. The results are good, with no real surprises or causes for concern. Differences within duplicate pairs are greatest in the field duplicates, as expressed by the relative differences. This is expected, given that the field duplicate comparisons encompass all sources of error including the sources of largest differences, those being natural geological heterogeneity and sampling error.

For gold the field duplicates have on average a positive relative difference (duplicate > original) whereas for silver the field duplicates have a negative relative difference (duplicate < original). This difference is likely due to some differences in the distributions of gold and silver in the rock, and mechanical differences in how the gold-bearing and silver-bearing minerals respond to the sampling process.

One unexpected observation is the similarity of the average absolute relative differences for the preparation duplicates and the pulp duplicates. This is seen for both gold and silver. Preparation duplicates encompass many more potential sources of error than do pulp duplicates, so the observation that the relative differences are of similar magnitudes is surprising.

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It may be noted that in the preparation and pulp duplicates, for silver fewer than half of the available sample pairs were used in the calculations of statistics ("Pairs Used" column in Table 11-19). This is because in most of the sample pairs one or both of the analyses were reported as below the detection limit. Such pairs were not used. This is a natural outcome of having generally low silver grades, but the issue could be mitigated in the future by biasing the selection of samples for duplication towards those with measurable silver grades.

Table 11-19 Summary of Results for Duplicates from Drill Core Samples

Analyte Duplicate
Type		 Counts Averages of Relative
Differences as Percent		 Correlation
Coefficient
Pairs
Available		 Pairs
Used		 Outliers Relative Diff Abs Rel Diff
Au Field Dup 27 22 3 20.7 43.1 0.913
Au Prep Dup 3936 3699 1 -1.8 26.7 0.993
Au Pulp Dup 490 438 1 -2.9 27.3 0.994
Ag Field Dup 27 24 3 -26.0 38.4 0.984
Ag Prep Dup 3936 1672 7 0.3 17.7 0.979
Ag Pulp Dup 490 223 1 -0.2 16.3 0.986

Notes: Relative differences in Table 11-19 were calculated using Equation 1.

"Pairs Used" excludes outliers & any pairs with an analysis below detection limits.

While a table like Table 11-19 is a concise way of summarizing data it necessarily obscures details. For example, Figure 11-36 is a relative difference plot looking at the same data as on the "Au Prep Dup" line of Table 11-19. It shows that the large relative differences which make the greatest contribution to the absolute average of 26.7% are concentrated at grades below about 0.1 ppm Au. At higher grades of greater economic significance, the majority of the relative differences are smaller.

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Figure 11-36 Relative Difference, Gold in Drill Core Samples

The results obtained for analyses of preparation duplicates and pulp duplicates support the use of Mako's gold and silver analyses from Las Conchitas for the purpose they are used in the resource estimate described in Section 14.3.

11.3.7.3 BLANKS IN DRILLHOLE SAMPLES

As seen in Table 11-15 and Table 11-16, blanks have been used in substantial numbers in every drill program at Las Conchitas. The simplest way to explain the results for the blanks is with reference to the plots appearing as Figure 11-37 (for gold) and Figure 11-38 (for silver). Each of the plots covers the period from 2011 to 2022. To make the plots legible, analyses near and below the respective detection limits have been filtered out, as those low values present no issues.

In Figure 11-37 it can be seen that of 5,147 analyses of blank material analyzed over more than ten years, only 16 gold analyses exceeded the warning limit. Only two exceeded 0.09 ppm Au. The highest gold analysis purported to come from a blank was 7.304 ppm Au (off the scale in Figure 11-37) in laboratory job MGA22000349. One may speculate that this high grade in a purported blank is due to a sample mix-up but that can't be proven.

Five instances are identified in Figure 11-37 in which a spike in the grade of a blank follows a relatively high- grade sample. This suggests the possibility of sample-to-sample contamination but the proportion of such possible instances in this data set is very much lower than is typically seen in exploration data sets.

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Figure 11-37 Gold in Blanks and in Preceding Samples

In Figure 11-38 there are 17 out of 5,147 silver analyses exceeding the warning limit. Eleven of the 17 are in a cluster of laboratory jobs covering sample batches with a "Date Received" of March 23, 2020 (jobs starting with MGA20000266 and ending with MGA20000277).

There are seven instances of possible sample-to-sample contamination marked in Figure 11-38.

An aspect of the data set for silver in blanks that isn't obvious in Figure 11-38 but is clear in Figure 11-39 is that the earlier half of the data set (left hand half of the plot) is much "noisier" than the later half (right hand half of the plot). There are many more higher-grade analyses in the earlier part of the plot. The change occurs sometime around March 31, 2022. Mako has advised that they changed the source of the material used for the blank in 2022. Prior to the change-over a locally sourced granite was used. In 2022 they began using a pumice instead. It is likely, though unproven, that the change of material is responsible for the difference between the earlier and later parts of the plot in Figure 11-39.

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Figure 11-38 Silver in Blanks and Preceding Samples

Figure 11-39 Silver in Blanks - All Data

Although some issues have been noted in the data for gold and silver analyses of the blanks, the overall performance of the labs used by Mako is better than most and is acceptable. The data support the use of Mako's data for gold and silver as described in Section 14.3 of this report.

11.4 DENSITY DATA

San Albino

(Note: This description of checking the San Albino density data is copied from Ristorcelli et al., 2020)

For each drillhole, multiple density measurements were collected. Sample selection focused on getting at least one sample of regolith, as well as multiple oxidized and unoxidized rock samples, and at least one sample in the mineralized zone. Samples were selected to be between 5cm and 10cm long in length. After recording the length, sample depth and hole number, the samples were placed in a mesh bag and weighed with a hanging scale in air, in water, and in air after being submersed in water. These measurements were then used to calculate the density as a specific gravity ("SG") measurement. The author checked the calculated drill core specific gravity using Mako's measurements of "Final Dry Sample Weight" and "Submerged Sample Weight" with the formula:

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Specific Gravity = Dry Sample Weight / (Dry Sample Weight - Submerged Sample Weight)

During the site visit in 2020, the author (of Ristorcelli et al., 2020) observed Mako personnel measuring the density of core samples using the submersion method for core. Overall, the data looks reasonable and there were no impossible values in the dataset.

Las Conchitas

The current author checked the density calculations for Las Conchitas in a spreadsheet supplied by Mako. The same equation as in the San Albino case was used. The calculations had been done correctly, and the calculated densities had been accurately inserted into the database used for the resource estimate described in this report.

The current author has not visited Mako's site and so has not observed Mako personnel measuring densities, nor has he checked the entry of the raw data collected in the field into the spreadsheet supplied by Mako.

11.5 SUMMARY STATEMENT

The author concludes that the sample preparation, security, analytical procedures, and QA/QC methods and results are adequate, and the channel and drill sample data are acceptable for use in resource estimation of the San Albino and Las Conchitas deposits. Mako benefits from the fact that Mr. Zoran Pudar, Exploration Manager, has been part of the technical team since 2009 and has consistently and carefully applied the proper sample preparation, security, analytical procedures. Mako used well-known certified laboratories for all sample preparation and analyses. Sample preparation, analysis, security and QA/QC data collection have been and are done well and provide the project with a reliable set of analytical data.

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12.0 DATA VERIFICATION (ITEM 12)

12.1 SITE VISITS

Mr. Ristorcelli visited the San Albino and Las Conchitas project site from February 18 through February 21, 2020, accompanied by Mr. Unger, a co-author of Ristorcelli et al., 2020. During the site visit, the project geology and drilling procedures were reviewed. This included:

/ a field tour of the San Albino deposit and Las Conchitas areas,

/ visual inspection of core drilling procedures at active drill sites,

/ discussion of the current geologic interpretations with Mako personnel,

/ reviewing sampling and logging procedures,

/ independently verifying selected drillhole collar locations, and

/ visited several trench and exploration pits to review channel sampling procedures.

Mr. Ristorcelli visited the site again during the period 16 March through 21 March 2023 (Ristorcelli, 2023). During this visit he:

/ gathered data,

/ discussed geology with the geologists, reviewed maps, examined outcrops,

/ reviewed portions of holes representative of the mineralized zones,

/ discussed modeling procedures and philosophy of resource estimation, and

/ set up and trained Mako staff in the use of MinePlan(™) software.

Dr. Gray has visited the project site a number of times, most recently during the period 15 through 21 March 2023 (Gray, 2023). During this site visit he:

/ reviewed drill core from multiple mineralized zones,

/ did a field examination of the San Pablo and Tivo areas,

/ checked the collar locations of 13 drillholes using a handheld Garmin GPSMap64s,

/ examined pit wall exposures of the San Albino vein and the Arras vein, and

/ did field examinations of a number of regional exploration target areas.

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12.2 DATABASE VERIFICATION

The current drillhole databases, which support the resource estimations of the San Albino and Las Conchitas deposits, were created and are maintained by Mako in an SQL database. The databases used for current work described in this report were delivered to the authors as collections of digital text files exported from the database in "csv" format, with tables and fields requested by Mr. Ristorcelli for loading into MinePlan software. Mr. Ronning audited the data using the same sets of text files as the starting points.

The terms "verify", "audit" and "check" as used in this discussion all refer to the same process of verification.

12.2.1 VERIFICATION OF THE SAN ALBINO DATABASE

The San Albino database was audited in three stages:

/ In 2020, to verify the data used in the 2020 resource estimate (Ristorcelli et al., 2020),

/ In late 2022, to verify post-2020 data for use in unpublished incremental updates to the 2020 resource estimate, and

/ In 2023 to verify the most recent data to be included in the resource estimate described in this report.

12.2.1.1 THE 2020 DATABASE AUDIT

Unlike in 2022 and 2023, in 2020 The San Albino deposit data was delivered to MDA in a SQL database. The following description of the data verification is copied from Ristorcelli et al. (2020).

The database contained information for 979 drillholes, 788 of which were core holes, and 191 reverse circulation holes. The core hole data included 2,620 downhole survey measurements of azimuth and inclination which were checked only for reasonableness as no original-source documentation existed. Mr. Unger found 32 entries in the database that had greater than 15% deviation in either the azimuth or dip between two survey points. These anomalous deviations were reported to Mako and either confirmed, corrected, or excluded from the database used for the resource estimation.

Collar coordinates for all drillholes were checked against limited collar survey records, and minor corrections were made where the database entries did not match the survey records. Because most of the surveying was done by Mako in-house, the coordinates were only questioned during verification by the authors if they did not fit with the topography well.

The geologic log data was tested for consistency of rock type and alteration intensity, and as a consequence of working with it during modeling. Only minor inconsistencies were found and corrected. When a few holes were clearly mis-located compared to surrounding holes and geology, Mako corrected the inaccurate data or the holes and their data were deemed unusable and flagged for exclusion from further use.

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MDA personnel, under the direction of Mr. Unger compared 45,615 drill sample intervals in the database received from Mako to assay certificates received directly from Bureau Veritas, representing almost 82% of the drilling assays. The remainder of the assays were verified by comparison to assay certificates supplied by Mako personnel. MDA created a new database from the laboratory-supplied and client-supplied certificates to compare to the Mako database. The certificates that MDA used to create the new database comprised 49,514 total samples, with some samples analyzing the same drill sample interval with different assay methods.

After several rounds of corrections to the assay database, mostly to prioritize the use of metallic-screen fire assay data, consistency between the MDA created database and the Mako master database was determined by Mr. Unger to be acceptable. In the final comparison between the MDA created assay database and the original Mako database, there were 24 sample intervals with differences in gold values and 67 intervals with differences in silver values. These were all due to missing data in the MDA database.

12.2.1.2 THE 2022 AND 2023 DATABASE AUDITS

The 2022 database audit was an incremental audit looking only at data generated since the 2020 resource estimate. The methods used were like those used in the subsequent 2023 audit and in the remainder of this discussion the 2022 work and the 2023 work are treated as the same process, albeit one that took place sporadically over a protracted time period from August 2022 through late May 2023.

The author received several incremental updates to the San Albino database, as sets of csv data files, over the course of the latter half of 2022. These contained only new data, not the entire database. The assay, collar location and downhole survey tables were checked as they were received.

The author received the complete database, as a set of csv data files, on March 18, 2023. The complete database of March 18 is the one on which the audit was completed. The assay, collar location and downhole survey tables were checked.

The audit proceeded in two steps:

1. Compare the 2023 database to the audited 2020 database. For those holes that are in both databases, the data in the 2023 database were deemed to be correct if they matched the audited 2020 database.

2. For the audit of post-2020 data, the database was checked against sources as close to original laboratory or field records as possible. All sources were digital, although some were scans of paper records. The sources used are described in the following discussions of individual tables.

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12.2.1.2.1 SAN ALBINO ASSAY TABLE

The author audited gold and silver assays. Those that were in the 2020 database were checked by comparing them to the audited 2020 database. To audit the post-2020 assays the author used csv data files issued by the laboratory, Bureau Veritas. These, with accompanying certificates in pdf file format, were supplied to the author by Mako, so the chain of custody of the data files and certificates was not independent of Mako.

The author used a similar procedure to that of 2020, though possibly using different software. The csv assay table received from Mako was imported into a table in Microsoft Access™. The many laboratory data files were compiled into a separate Microsoft Access table. Query tools were used to compare the two tables.

The outcome of checking the 2023 assay table is summarized in Table 12-1.

Table 12-1 Summary of San Albino Assay Table Checks

Element Sample Type Number of Assays in
Database		 Number of Assays
Checked		 Number of
Differences		 Number of Material
Differences
gold 1 - core 79,326 74,623 11 nil
3 - RC 3,707 3,223 nil nil
4 - blast 5,050 Nil n/a n/a
5 - trench 8,989 8,844 nil nil
silver 1 - core 79,253 74,550 Nil nil
3 - RC 3,687 3,223 nil nil
4 - blast 850 Nil n/a n/a
5 - trench 8,954 8,838 nil nil

The author prepared a list of drillholes whose assays had not been checked, and Mr. Ristorcelli reviewed those holes onscreen in the model. The authors concluded that the holes either are in parts of the deposit that have already been mined or do not contain significant mineralization.

12.2.1.2.2 SAN ALBINO COLLAR TABLE

The author did some checking of drillhole collar coordinates in the collar table. Those holes that were in the 2020 database were checked by comparing the coordinates to those in the audited 2020 database. Post-2020 collar locations were checked against simple csv-format text files received from Mako on December 12, 2022 and April 19, 2023.

Collar location surveys are done in-house by Mako, and the author understands that the csv-format text files received from Mako are copies of files delivered by the survey team to Mako's database administrator.

The outcome of checking the 2023 collar table is summarized in Table 12-2.

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Table 12-2 Summary of San Albino Collar Location Checks

Hole Type Number of Holes
in Database		 Number of
Locations
Checked		 Number of
Differences		 Number of
Material
Differences
1 - core 1,232 1,226 15 nil
3 - RC 200 191 nil nil
4 - blast hole 499 nil nil nil
5 - trench/channel 4,467 707 nil nil

Notes: All core holes with coordinate differences date from 2016 or earlier. The smallest difference is 0.2m, the median is 2.7m and the maximum is 5m.

Ristorcelli et al. (2020) reported the results of checking the collar locations of 17 drillholes in the field using a handheld Garmin GPS-64 GPS. All the checks confirmed the locations of the holes as reported in the database, within the limits of accuracy achievable with a handheld GPS.

12.2.1.2.3 SAN ALBINO DOWNHOLE SURVEY TABLE

The author audited 2,516 downhole survey measurements in core holes. However, the quality of the checking varied, as described in the following paragraphs.

Those measurements that are present in the 2023 survey table and were present in the audited 2020 survey table were checked by comparing the 2023 survey table to the 2020 survey table. If the measurements agree they are deemed to be correct. However it should be noted that in 2020 Ristorcelli et al. only checked the downhole surveys for reasonableness. They did not have access to original sources.

To check downhole surveys in post-2020 core holes, the author used pdf scans of survey data that had been delivered to Mako as paper documents by the drilling contractors. Several different contractors used several different instruments and formatted the resulting survey data differently, All used magnetic downhole instruments.

The author used Optical Character Recognition ("OCR") software to extract survey data from the scans and compile it into a table of downhole survey data. The author then used query tools in Microsoft Access™ to compare the independently compiled downhole surveys to those in Mako's survey table. Of the "Measurements Checked" in Table 12-3, 612 were checked in this way. No errors were found in these.

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Table 12-3 Summary of San Albino Downhole Survey Checks

Hole Type Number of
Measurements
(collar excluded)		 Number of
Measurements
Checked		 Number of
Differences		 Number of Material
Differences
1 - core 3,314 2,516 nil nil

12.2.1.2.4 SUMMARY STATEMENT REGARDING THE AUDITED SAN ALBINO DATABASE

In the opinion of the author, Mr. Ronning, the database used to prepare the resource estimate for San Albino described in Section 14.2 of this report is of good quality exceeding industry norms and is sufficiently accurate to support the resource estimate.

12.2.2 VERIFICATION OF THE LAS CONCHITAS DATABASE

The author received the database for Las Conchitas, on which the audit was done, on March 7, 2023, as a series of csv files exported from Mako's SQL database. This is a copy of the same database used by Mr. Ristorcelli in preparing the resource estimate for Las Conchitas described in this report. The database was audited primarily during the period March 7, 2023 through May 8, 2023. Occasional details and clarifications were done through to the end of July 2023.

12.2.2.1 LAS CONCHITAS ASSAY TABLE

The author audited gold and silver assays in the Las Conchitas assay table. For sources he used csv data files issued by the laboratories used over the years of drilling and sampling at Las Conchitas. These, with accompanying certificates in pdf file format, were supplied to the author by Mako, so the chain of custody of the data files and certificates was not independent of Mako.

The csv assay table received from Mako was imported into a table in Microsoft Access™. The many laboratory data files were compiled into a separate Microsoft Access™ table. Query tools were used to compare the two tables.

The outcome of checking the Las Conchitas assay table is summarized in Table 12-4. The four different gold and the two different silver values in trenches were corrected after consultation with Mako's database administrator.

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Table 12-4 Summary of Las Conchitas Assay Table Checks

Element Sample
Type		 Number of Assays in
Database		 Number of Assays
Checked		 Number of
Differences		 Number of Material
Differences
gold 1 - core 73,708 73,132 nil nil
5 - trench 8,320 8,320 4 nil
silver 1 - core 73,708 73,132 nil nil
5 - trench 8,320 8,320 2 nil

12.2.2.2 LAS CONCHITAS COLLAR TABLE

The drillhole and trench collar locations were checked against a page of location data in each of two spreadsheets; one for drillholes and one for trenches. Both these sources are compilations of data that was received from field surveys. They are not original sources, but they are closer to the sources than the collar table in the database. The checks are summarized in Table 12-2.

In the case of drillholes, no significant differences were found between the collar locations in the spreadsheet and those in the database. In the database, collar coordinates are recorded to two decimal places, whereas in the spreadsheet many are recorded to three decimal places. The author noted in many instances the coordinates were rounded from three to two decimal places using conventional rounding. However, in many other instances the coordinates were truncated to two decimal places. This is an inconsistency but a minor one that has no material nor even discernible effect on the resource estimate for Las Conchitas described in this report.

Table 12-2 shows that only 2,181 out of 5,358 locations of trench samples were checked. These checks all found agreement between the locations in the spreadsheet and those in the database.

The reason that less than half the trench sample locations were checked has to do with the fact that trenches are treated as pseudo drillholes in the database used by the report authors. To accomplish this some work-arounds were needed to accommodate samples that were collected at some angle to the direction of the trench. Subsets of samples within trenches were treated as individual "drillholes" in the database, having different orientations than the trench itself, thus differing from the information in the spreadsheet. It was impractical to check the locations of all of them, so the author chose to check only a subset, the 2,181 listed in Table 12-2.

Table 12-5 Summary of Las Conchitas Collar Location Checks

Hole Type Number of Holes in
Database		 Number of Locations
Checked		 Number of
Differences		 Number of Material
Differences
1 - core 718 718 nil nil
5 - trench/channel 5,358 2,181 nil nil

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12.2.2.3 LAS CONCHITAS DOWNHOLE SURVEY TABLE

To check downhole surveys in core holes at Las Conchitas, the author for the most part used pdf scans of survey data that had been delivered to Mako as paper documents by the drilling contractors. Several different contractors used several different instruments and formatted the resulting survey data differently. All used magnetic downhole instruments.

For holes drilled in 2011 and 2013, Mako Provided Microsoft Excel™ files containing the downhole survey data. They appear to be files prepared by a drill contractor.

For the PDF files the author used Optical Character Recognition ("OCR") software to extract survey data from the scans and compile it into a table of downhole survey data. The author copied data from the Excel™ files and pasted it into the same table.

The author then used query tools in Microsoft Access™ to compare the independently compiled downhole surveys to those in Mako's survey table. The results of this comparison are summarized in Table 12-6.

Table 12-6 Summary of Las Conchitas Downhole Survey Checks

Hole Type Number of
Measurements
(collar excluded)		 Number of
Measurements
Checked		 Number of
Differences		 Number of Material
Differences
1 - core 2,611 2,475 24 nil

12.2.2.4 SUMMARY STATEMENT REGARDING THE AUDITED LAS CONCHITAS DATABASE

In the opinion of the author, Mr. Ronning, the database used to prepare the resource estimate for Las Conchitas described in Section 14.3 of this report is of good quality exceeding industry norms and is sufficiently accurate to support the resource estimate.

12.3 INDEPENDENT VERIFICATION SAMPLING

Ristorcelli et al. (2020) reported having collected six quarter core samples from then-recently drilled core at San Albino. The samples were cut from the half-core remaining after Mako's original samples had been collected. They concluded that "… the results support the general tenor and style of mineralization portrayed in the original samples." The author has reviewed the gold assays from these samples, reported in Ristorcelli et al. (2020), and concurs with their conclusion. None of the authors of the current report have collected any independent samples from the Las Conchitas deposit.

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12.4 INDEPENDENT VERIFICATION OF DRILLHOLE COLLARS

Ristorcelli et al. (2020) reported having checked the locations of 17 drillhole collars in the San Albino deposit, using a handheld consumer-quality GPS. They concluded that the results they obtained "… substantially support the surveys in the database and are considered acceptable." The author has reviewed the 17 location results reported in Ristorcelli et al. (2020) and concurs with their conclusion.

Gray (2023) checked the collar locations of 13 drillholes in the Las Conchitas area using a handheld Garmin GPS MAP 64s. This consumer-quality GPS does not have survey-quality accuracy but is adequate to use to check that the recorded location of a drillhole is in the correct general area.

The results of the Las Conchitas collar location checks are set out in Table 12-7. As expected, given the lesser accuracy of the handheld GPS, there are differences. The differences in the eastings are in about the range the author would have expected. The differences in the northings are greater than the author would have expected, for unknown reasons. The comparison in Table 12-7 is close enough to show that drillholes are in the expected general area but cannot be used to confirm the specific accuracy of any single drillhole location.

Table 12-7 Field Checks of Las Conchitas Collar Locations

HoleID Database Coordinates
UTM WGS84 (meters)		 Differences
(meters)		 Field Check Coordinates
UTM WGS84 (m)
East North Elev. East North Elev. East North Elevation
LC11-02 597198.70 1511009.61 626.45 5.30 8.39 9.55 597204 1511018 636
LC20-233 597180.32 1510674.47 536.58 5.68 11.53 19.42 597186 1510686 556
LC20-258 597227.6 1510904.43 609.65 3.40 6.57 10.35 597231 1510911 620
LC20-262 597245.17 1510915.37 608.95 3.83 13.63 10.05 597249 1510929 619
LC20-268 597278.46 1510782.12 592.16 4.54 11.88 12.84 597283 1510794 605
LC20-302 597307.49 1510695.16 579.74 2.51 7.84 10.26 597310 1510703 590
LC21-369 597365.00 1510595.14 543.49 3.00 4.86 14.51 597368 1510600 558
LC21-374 597324.97 1510527.38 518.63 3.03 6.62 18.37 597328 1510534 537
LC21-377 597331.42 1510623.72 548.93 6.58 6.28 12.07 597338 1510630 561
LC22-488 597103.66 1510684.39 526.20 3.34 8.61 18.80 597107 1510693 545
LC22-489 597110.72 1510656.28 523.11 3.28 5.72 18.89 597114 1510662 542
EJ22-01 597141.718 1510192.857 598.71 1.28 10.14 15.29 597143 1510203 614
LC22-499 597178.91 1510205.47 592.37 4.09 10.53 14.63 597183 1510216 607

Note: The gps used to obtain the Field Check Coordinates was a Garmin GPS MAP 64s, set to report coordinates in UTM UPS; Map Datum: WGS84; Map Spheroid WGS84.

Mako advises that the coordinates in the company's drillhole databases for San Albino and Las Conchitas are UTM Zone 16N based on the WGS84 datum.

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12.5 SPECIFIC GRAVITY DATA

A description of Mako's methods for determining rock density or specific gravity, and of checks done, appears in section 11.4, "Density Data".

12.6 SUMMARY STATEMENT ON DATA VERIFICATION

The author experienced no limitations with respect to data verification for the San Albino and Las Conchitas deposits. In consideration of the information summarized in this and other sections of this report, including the acceptable QA/QC methods and results summarized in Section 11.3, the author concludes that the San Albino and Las Conchitas deposits data are acceptable as used in this report, most significantly to support the estimation and classification of the mineral resources reported herein.

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13.0 MINERAL PROCESSING AND METALLURGICAL TESTING (ITEM 13)

The sample preparation, compositing, and test work were preformed or overseen by Bureau Veritas laboratories in Vancouver, Canada for all testing completed before 2022. Their processes and assaying results met the requirements of Mako and its employees, including Senior Metallurgical Engineer Craig L. McKenzie, and are traceable and well documented. John Rust, a "Qualified Person" under 43-101, has reviewed and approved the written scientific and technical disclosure contained in this section. Note Figure 13.1 and Sections 13.1.2 through 13.1.13 were taken from Ristorcelli et. al. (2020).

Testing completed in 2022 was performed in the laboratory at the mine site. The 2022 testing was completed as variability testing to verify processing Las Conchitas ore using the existing milling circuit at San Albino would produce similar results as had been experienced when processing mineralized material from the San Albino deposit. The results from the 2022 test program indicate Las Conchitas mineralized material can be expected to perform similar to the San Albino deposit; however, these results should be used as an indication of potential processing results only. Confirmation testing to verify results at a third-party laboratory is recommended. There are also plans at site to complete test pits from each of the various deposits and process the mineralized material from the test pits through the operating mill at San Albino to further support the expectation of Las Conchitas performance being similar to the performance from San Albino mineralized material. No further testing of samples from the San Albino deposit were tested in 2022.

13.1 TESTING PRIOR TO 2022

13.1.1 SUMMARY

Metallurgical test work has been completed for the San Albino project during five distinct periods as shown in Figure 13-1. Based on the recent metallurgical test work, Mako has decided on a processing approach with milling of all material followed by cyanide extraction of gold and silver using a carbon-in-leach ("CIL") plant. The expected optimized overall recoveries range from 86.1% to 96.9%, depending on the mineralization type despite the presence of carbonaceous material in the samples.

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Figure 13-1 San Albino Deposit Metallurgical Test History

Tests completed in 2019 and 2020 were designed to confirm conclusions from work done in 2013 and 2014, as well as provide further design parameters for the mill flowsheet and the associated mill operations and tailings management. Overall, the latest programs supported conclusions of previous process development work and the current mill design parameters. Gravity recoveries averaged 36.3% with higher gravity recoveries possible when higher-grade material is processed through the plant.

Additional metallurgical tests of the mine dumps and San Albino vein oxide material, which were the first materials processed through the plant, indicated gold recoveries in excess of 95%. It was therefore determined that 95% was a reasonable gold recovery percentage for the purposes of reporting the San Albino resources in 2020.

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The final metallurgical test program completed prior to 2022 was designed to subject each of the samples to bench-scale tests of the chosen flowsheet for the San Albino project from comminution, gravity concentration, CIL cyanide leaching, cyanide destruction in tailings, and separation of solids from liquids in the tailings.

The scope of work completed in 2019 and 2020 includes:

/ Sample selection;

/ Head sample characterization;

/ Carbon content; Mineralogical studies;

/ Comminution studies;

/ Gravity recovery of gold;

/ Metallurgical response tests;

/ Cyanide consumption;

/ Optimized leach tests;

/ Factors affecting gold recovery;

/ Detoxification of the leach circuit tailings; and

/ Metallurgical analysis of historic dump materials.

A summary of each of these items is provided in the following subsections.

13.1.2 SAMPLE SELECTION FOR 2019-2020 TEST WORK

As with previous process development testing, the sample material used for the 2019 to 2020 testing program represented the three styles of mineralization at the San Albino deposit recognized as sulfide, oxide and mixtures of oxide and sulfide. Four composite samples were assembled from drill core to represent the deposit as follows: (1) the San Albino oxide composite - San Albino Oxide; (2) the San Albino fresh composite - SA- Fresh ; (3) the Arras oxide composite, and (4) the underground composite. The four composites were selected by Mako's metallurgist working with the geologist and were considered to be representative of the deposit.

13.1.3 HEAD SAMPLE CHARACTERIZATION

With the recognized impact of the free gold in the deposit, the head grade of the samples was determined in triplicate by fire assay and cross-checked with metallic-screen fire assays. The silver assays were completed by AA while the sulfur and carbon analyses were done by microbalance measurements and Leco furnace gas detection. The grades of the four composites used in the testing program are shown in Table 13-1 and Table 13-2 below.

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Table 13-1 Composite Gold Head Grade Analysis

Composite ID Au (g/t) by fire assays on 30g splits Au (g/t) by metallic-screen, Average
Cut A Cut B Cut C REP Cut A ~500g splits with 30g fire assay
San Albino Oxide 8.69 12.75 9.38 11.65 10.14 10.52
San Albino Fresh 11.60 11.81 9.99 11.45 8.57 10.6
Arras Oxide 4.28 3.86 3.96 3.62 4.71 4.09
Underground 7.86 5.79 4.86 8.60 6.85 6.79
          Overall Average 8.02 

Table 13-2 Other Head Grade Analyses

    Composite ID
Items Unit San Albino Oxide San Albino Fresh Arras Oxide Underground
Ag ppm 21.30 16.3 12.90 11.5
TOT/C % 0.22 1.34 0.10 1.65
C/ORG % 0.17 0.65 0.08 0.80
C/INORG % <0.01 0.43 <0.01 0.71
C/GRA % 0.05 0.26 0.01 0.28
TOT/S % 0.23 1.72 0.10 1.58
ELM/S % 0.01 <0.01 <0.01 <0.01
S/S- % 0.06 1.50 0.09 1.31
S(SO4) % 0.21 0.02 0.21 0.05
As ppm 2650.0 5368.0 9647.0 2570.0
Sb ppm 7.5 7.1 10.6 5.2
Bi ppm 34.5 20.9 <0.5 8.9
Se ppm 18.0 12.0 22.0 14.0
SiO2 % 73.77 75.0 75.0 79.72

13.1.4 CARBON CONTENT

The four composites in the 2019-2020 test work had a total carbon content ranging from 0.10 to 1.65% with the potential gold absorbing levels ranging from <0.01 to 0.71% inorganic carbon. The underground composite had the highest level of potential preg-robbing carbon with the SA-Fresh composite having somewhat less.

The proposed CIL leach circuit will employ activated carbon to address the known carbon content at San Albino. The use of CIL versus carbon-in-pulp ("CIP") or standard cyanide leaching was validated by tests completed in 2019 on three composites. Table 13-3 shows the different extraction percentages for the three composites. Note: SA-Ox is slightly preg-robbing at approximately 5% lower, and the SA-Fresh is significantly preg-robbing at 66% lower.

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Table 13-3 Effect of Standard Leaching versus CIL, San Albino Deposit Composites

COMPOSITE NAME CIL Au EXTRACTION % DIFFERENCE STANDARD CIP Au
EXTRACTION %
SAN ALBINO - OX 94.00% 5.2% 88.8%
SAN ALBINO - FRESH 74.03% 66.23% 7.8%
ARRAS - OX 89.15% 1.35% 87.8%

13.1.5 MINERALOGICAL STUDIES

The four composite samples were subjected to mineralogical studies to characterize the gold and silver occurrences, assess particle size and shape, and levels of liberation. The studies showed that over 90% of the gold in the four composites occurred as native gold, or gold electrum, with only trace quantities in other gold minerals. The size of the gold grains averaged 12.4 to 30 microns, with more than 50% coarser than 30 microns and generally conducive to gravity concentration. The particle shape was mostly circular. There was a high proportion of liberation of the gold particles at 80% passing 150 microns and conducive to cyanide leaching. The silver occurrence had 60% to 90% containment in the gold particles or gold minerals and could be recovered in conjunction with the gold.

13.1.6 COMMINUTION STUDIES

In support of comminution in the crushing and grinding of the San Albino deposit mineralization, the crusher work index tests averaged 4.72kW/t with the abrasion index average at 0.2882. The work index for grinding averaged 15.4kW/t indicating a moderately hard rock to grind to liberation of the gold and silver at 80% passing 75 microns.

13.1.7 GRAVITY RECOVERY

Gravity recovery of the four composites showed good results and ranged from 28.8% to 50.1% with the highest gravity recovery result on the Arras oxide composite.

13.1.8 METALLURGICAL RESPONSE TESTS

Metallurgical response tests were carried out on the four composites for grinding, gravity recovery and cyanidation of the gravity tails with CIL. Four different grind sizes were tested for each composite sample. The testing showed gold recoveries by gravity ranging from 24.7 to 50.1% with overall gold recoveries from combined gravity and CIL ranging from 70.2% to 96.8%. The oxide samples showed the highest recoveries, and the fresh composite sample showed the lowest. Although there were four size distributions used in the testing from 80% passing 50 microns to 150 microns there was no appreciable trend in recoveries on the finer sizes as would be expected.

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13.1.9 CYANIDE CONSUMPTION

The cyanide leach conditions were maintained with NaCN consumption ranging from 0.97 kg/t to 2.65kg/t and lime consumption ranging from 0.62 to 1.89kg/t. The lowest reagent consumption indicated was on the SA-Fresh composite sample. Preliminary optimization testing showed no improvement with the addition of lead nitrate, but some improvement with extension of the leach time from 24 to 48hr for the SA-Fresh composite sample with the leach time extension increasing the cyanide consumption.

13.1.10 OPTIMIZED LEACH TESTS

The optimized leach tests on the three composites showed overall gold recoveries averaging 86.1% for the SA- Fresh composite, 92.3% for the Arras oxide composite and 96.9% for the SA-Ox composite (each averages of four CIL tests, respectively). Gravity recovery for the three composite samples averaged 36.3%. Silver recovery was relatively constant for the three composites tested, averaging 67.5%, with the highest silver recovery at 74.1% reported on the lower grade Arras oxide composite. The leach conditions were optimized for three tests on each composite with the grind at 80% passing 75 microns.

13.1.11 FACTORS AFFECTING RECOVERY

Comparisons of the overall flowsheet performance to the sulfur content of the mineralization and the acid- insoluble carbon showed strong correlations with both constituents in the mineralization contributing to decreases in gold recovery.

13.1.12 DETOXIFICATION OF THE LEACH CIRCUIT TAILINGS

Detoxification of the leach circuit tailings showed that the INCO/SO2 treatment could achieve less than 1 mg/l of WAD CN in the tailings with cyanide lowered to less than the compliance level. Settling and filtration testing of the leach tailings showed that pressure filtration would be required to achieve a tailings moisture level suitable for conveying and dry stacking. Work is continuing on defining tailings treatment procedures.

13.1.13 METALLURGICAL ANALYSIS OF HISTORICAL DUMP MATERIAL

Metallurgical analysis performed in 2020 by Bureau Veritas tested mill feed material from the historical dump material (cancha) of the San Albino deposit for the start of operations (Table 13-4). The first stage utilized a benchtop Knelson concentrator for gold and silver recovery. The second portion of the test focused on passing the tails generated from the gravity concentrator through a simulation of the CIL circuit. The overall average recovery of 96.4% compared favorably to the SA-Ox composite, which had an overall average recovery of 96.9%.

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Table 13-4 Summary of 2020 Results for Historic Dump Material Overall Recovery

Test No Gravity CIL Overall
Au % Ag % Au % Ag % Au % Ag %
G1 and CIL-1 48.6 18.2 47.9 70.9 96.6 89.1
G1 and CIL-2 48.6 18.2 47.6 69.2 96.3 87.4
Average 48.6 18.2 47.8 70.01 96.4 88.3

* metallic-screen analysis

One result of the test work performed on the historic dump material is an estimate of the rate of consumption of NaCN. The preliminary test work had shown a consumption rate of 5.44kg/t of material where previous test work had shown NaCN consumption rates at 3.07kg/t with both tests at 72hrs of leaching. This difference impacts the cost of recovery, while the test work shows slightly improved recovery. This difference in reagent consumption will remain a parameter for ongoing study.

13.2 2022 TESTING

13.2.1 SUMMARY

Metallurgical testing was completed in the laboratory at the San Albino mine site on 12 composites from the Las Conchitas deposit in 2022. The samples were tested using the procedures developed in the laboratory on the mine site that produce results that compare quite well with the results achieved in the operating mill facility. The results of these tests indicate the mineralized material from Las Conchitas should give similar results in the operating mill as is currently being achieved in the San Albino mill.

13.2.2 TESTING PROCEDURES

Testing procedures have been developed in the laboratory at the San Albino mine site to ensure the results from lab testing compare with the results achieved in the operating mill when processing similar feed material. The lab procedures are based on a feed production similar in size to the feed product from the operating mill. Lab grind tests have been completed on mill feed samples to develop the list of lab parameters required to achieve the same grind size as the operating mill. The product from the lab grinding mill was tested under varying leach parameters until the parameters needed to duplicate the leach results in the operating mill were realized. These parameters include:

Grind parameters:

» Grind at 60% solids in lab ball mill

» Grind time 26 minutes

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Leach Parameters:

» Leach at 45% solids

» pH between 10.2 and 10.8

» Cyanide concentration to start at 700 ppm NaCN and allowed to drift

» Leach for 36 hours

» Leach includes 10 grams per liter activated carbon.

13.2.3 SAMPLES TESTED AND TEST RESULTS

The following composites were tested:

/ Mina Francisco zone

» One composite of weathered mineralized material (MFOC-1)

» One composite of fresh (MFFC-1)

» Cruz Grande One composite of weathered mineralized material (CGOC-1)

» Two composites of fresh (CGFC-1, CGFC-2)

/ Mango zone

» One composite of weathered mineralized material (MgOC-1)

» Two composites of fresh (MgFC-1, MgFC-2)

/ Bayacun zone

» Two composites of weathered mineralized material (BoOC-1, BoOC-2)

» Two composites of fresh (BoFC-1, BoFC-2)

Each of these composites were tested in the laboratory at the mine site using the parameters listed above. These parameters were chosen because the plan is to use the current mill at San Albino with the current operating conditions when processing the mineralized material from Las Conchitas. The testing of the Las Conchitas composites was done to verify the current operating parameters will ensure successful processing of the mineralized material from Las Conchitas. The results from these tests are given in Table 13-5 Table 13-6 along with the results from a mill feed sample taken on November 7 (Table 13-6).

Table 13-5 Test Results from Las Conchitas composites

Composite MFOC-1 MFFC-1 CGOC-1 CGFC-1 CGFC-2 MgOC-1
Head Assay 6.91 11.50 12.87 6.93 7.41 2.89
BC Head 7.18 10.50 11.21 6.99 7.13 2.74
% preg-rob 18.7% 47.2% 29.0% 39.0% 54.8% 15.6%

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Composite MFOC-1 MFFC-1 CGOC-1 CGFC-1 CGFC-2 MgOC-1
% passing 200 mesh 77.1% 76.7% 79.3% 81.9% 77.5% 79.4%
Tail soln, g/t Au 0.18 0.06 0.08 0.04 0.19 0.06
Tail solid, g/t 0.760 1.633 1.653 1.320 1.753 0.280
Carbon assay, ppm Au 279 396 426 253 232 107
Final CN conc, ppm 550 550 370 300 350 510
% Rec. assay head 89.0% 85.8% 87.2% 81.0% 76.4% 90.3%
% Rec. BC head 89.4% 84.4% 85.2% 81.1% 75.4% 89.8%
             
Composite MgFC-1 MgFC-2 BoOC-1 BoOC-2 BoFC-1 BoFC-2
Head Assay 7.16 9.79 8.04 4.08 21.97 8.27
BC Head 7.55 8.73 7.68 3.50 20.54 7.16
% preg-rob 51.3% 34.6% 16.7% 26.8% 37.4% 56.1%
% passing 200 mesh 80.0% 78.4% 84.8% 81.2% 79.7% 79.5%
Tail soln, g/t Au 0.04 0.05 0.11 0.06 0.09 0.06
Tail solid, g/t 1.540 2.013 0.687 0.533 2.360 1.907
Carbon assay, ppm Au 268 300 309 130 813 233
Final CN conc, ppm 500 540 580 320 350 420
% Rec. assay head 78.5% 79.4% 91.5% 86.9% 89.3% 77.0%
% Rec. BC head 79.6% 76.9% 91.1% 84.7% 88.5% 73.4%

Table 13-6 Test Results from San Albino Mill Feed

Composite San Albino Mill Feed Sample
Head Assay 5.57
BC Head  
% preg-rob 72.5%
% passing 200 mesh 86.2%
Tail soln, g/t Au 0.38
Tail solid, g/t 1.033
Carbon assay, ppm Au  
Final CN conc, ppm  
% Rec. assay head 81.4%
% Rec. BC head  

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The lab test on the mill feed sample gives a head grade of 5.57 g/t Au, preg-rob of 72.5% and a recovery of 81.4% (second table). This compares to a mill feed head grade of 5.60 g/t Au, preg-rob of 78.8% and a recovery of 81.2%.

13.2.4 CONCLUSIONS

Both San Albino and Las Conchitas deposits contain three major types of mineralized material: weathered, transition and fresh. When processing these types of mineralized material from the San Albino mine through the San Albino mill the average gold recoveries were: oxide 94%, transition 86% and fresh 79% with the preg- rob potential present in the various types of mineralized material being the primary reason for the lower recovery in the transition and fresh mineralized material types compared to the weathered mineralized material. The weathered and fresh types of material from Las Conchitas were tested in the lab on site in the 2022 test program. Results from these tests indicate the gold recovery to be very dependent upon the preg-rob potential present similar to the results from milling the San Albino mineralized material. As the Las Conchitas deposit is processed it will be important to blend down the preg-rob potential of the mill feed by mixing oxide mineralized material with low preg-rob potential with the higher preg-rob potential fresh mineralized material.

Before full-scale mining starts at Las Conchitas, test pits will be mined to produce mineralized material from each of the individual mineralized material zones for test runs through the existing mill at San Albino. A minimum of 500 tons of mineralized material is planned to be processed from each of these mineralized material zones during the operation of the test pits. Results from these test runs will be used to better understand the processing results that can be expected from the Las Conchitas mine. This test work is in progress as of the effective date of this report

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14.0 MINERAL RESOURCE ESTIMATES (ITEM 14)

14.1 INTRODUCTION

The mineral resource estimation for the San Albino and Las Conchitas deposits was completed for disclosure in accordance with Canadian National Instrument 43-101 ("NI 43-101"). The San Albino modeling and estimation of the mineral resources were completed on May 17, 2020 under the supervision of Mr. Steven Ristorcelli, a Qualified Person with respect to mineral resource estimations under NI 43-101. Pit optimizations were completed on August 14, 2023 and stope optimizations were completed on August 3, 2023 but tabulations used topography dated June 30, 2023. Therefore, the Effective Date of the San Albino resource estimate is August 18, 2023 using a database with an Effective Date of March 18, 2023. Las Conchitas open pit and stope optimizations were completed on October 9, 2023 and tabulations from within those resource shells were completed on October 11, 2023, making that the effective date of the Las Conchitas resource estimate. The Las Conchitas database has an Effective Date of July 11, 2023 (trivial additions to the database were made up until July 11, 2023 after the initial database was completed on March 11, 2023).

Mr. Ristorcelli is independent of Mako and its subsidiaries by the definitions and criteria set forth in NI 43- 101; there is no affiliation between Mr. Ristorcelli and Mako or its subsidiaries except that of independent consultant/client relationships. Mr. Ristorcelli is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, or political factors, beyond those discussed in this report, that may materially affect the San Albino or Las Conchitas deposits mineral resources as of the date of this report. No mineral reserves have been estimated for the San Albino or Las Conchitas deposits.

The San Albino and Las Conchitas mineral resources are classified in order of increasing geological and quantitative confidence into Inferred, Indicated, and Measured categories in accordance with the "CIM Definition Standards - For Mineral Resources and Mineral Reserves" (2014) and therefore NI 43-101. CIM mineral resource definitions are given below, with CIM's explanatory text shown in italics:

Mineral Resource

Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.

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A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction.

The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

Material of economic interest refers to diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals.

The term Mineral Resource covers mineralization and natural material of intrinsic economic interest which has been identified and estimated through exploration and sampling and within which Mineral Reserves may subsequently be defined by the consideration and application of Modifying Factors. The phrase 'reasonable prospects for eventual economic extraction' implies a judgment by the Qualified Person in respect of the technical and economic factors likely to influence the prospect of economic extraction. The Qualified Person should consider and clearly state the basis for determining that the material has reasonable prospects for eventual economic extraction. Assumptions should include estimates of cutoff grade and geological continuity at the selected cutoff, metallurgical recovery, smelter payments, commodity price or product value, mining and processing method and mining, processing and general and administrative costs. The Qualified Person should state if the assessment is based on any direct evidence and testing.

Interpretation of the word 'eventual' in this context may vary depending on the commodity or mineral involved. For example, for some coal, iron, potash deposits and other bulk minerals or commodities, it may be reasonable to envisage 'eventual economic extraction' as covering time periods in excess of 50 years. However, for many gold deposits, application of the concept would normally be restricted to perhaps 10 to 15 years, and frequently to much shorter periods of time.

Inferred Mineral Resource

An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.

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An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

An Inferred Mineral Resource is based on limited information and sampling gathered through appropriate sampling techniques from locations such as outcrops, trenches, pits, workings and drill holes. Inferred Mineral Resources must not be included in the economic analysis, production schedules, or estimated mine life in publicly disclosed Pre-Feasibility or Feasibility Studies, or in the Life of Mine plans and cash flow models of developed mines. Inferred Mineral Resources can only be used in economic studies as provided under NI 43-101.

There may be circumstances, where appropriate sampling, testing, and other measurements are sufficient to demonstrate data integrity, geological and grade/quality continuity of a Measured or Indicated Mineral Resource, however, quality assurance and quality control, or other information may not meet all industry norms for the disclosure of an Indicated or Measured Mineral Resource. Under these circumstances, it may be reasonable for the Qualified Person to report an Inferred Mineral Resource if the Qualified Person has taken steps to verify the information meets the requirements of an Inferred Mineral Resource.

Indicated Mineral Resource

An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation.

An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

Mineralization may be classified as an Indicated Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such as to allow confident interpretation of the geological framework and to reasonably assume the continuity of mineralization. The Qualified Person must recognize the importance of the Indicated Mineral

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Resource category to the advancement of the feasibility of the project. An Indicated Mineral Resource estimate is of sufficient quality to support a Pre-Feasibility Study which can serve as the basis for major development decisions.

Measured Mineral Resource

A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit.

Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.

A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

Mineralization or other natural material of economic interest may be classified as a Measured Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such that the tonnage and grade or quality of the mineralization can be estimated to within close limits and that variation from the estimate would not significantly affect potential economic viability of the deposit. This category requires a high level of confidence in, and understanding of, the geology and controls of the mineral deposit.

Mr. Ristorcelli reports resources at cutoffs that are reasonable for deposits of this nature given mining methods and plant processing costs, while also considering economic conditions, because of the regulatory requirements that a resource exists "in such form and quantity and of such a grade or quality that it has reasonable prospects for eventual economic extraction."

14.2 SAN ALBINO

14.2.1 DATABASE

The resource estimate in this report used drill and channel sample data discussed in Sections 9.1, 10, and 11. The database used for the resource estimate has an Effective Date of March 18, 2023 and the resource estimate is August 18, 2023.

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Descriptive statistics of that database are given in Table 14-1. The resource database does include channel samples from trenches and pits in the San Albino resource area. All the samples were coded for type: core, RC and channel samples. A total of 1,144 trench samples and 41 core samples were eliminated from use for resource estimation because some aspect made them less reliable. RC and blast hole samples were not used for estimation and rarely used for modeling.

Results from channel samples taken from trenches and shallow surface exploration pits are treated as "drillholes" in the database. In addition to those data shown in Table 14-1, logged geologic data as well as 33- element trace-element geochemistry was available and loaded. The database used for this estimate is comprehensive, well maintained and extremely useful.

Table 14-1 Descriptive Statistics of the Resource Database

  Valid Median Mean Std. Dev. CV Minimum Maximum Units
From 90,929         0.00 392.00 m
To 90,929         0.10 393.20 m
Length* 90,929 1.00 1.28     0.05 37.50 m
Type 87,659         1 5  
Use 90,929         1 1  
Conf. code 90,929         0 1  
Au 87,241 0.014 0.444 4.393 9.9 0.001 546 g/t
Ag 87,133 0.39 1.49 16.26 10.9 0.05 3086 g/t
Cu 87,063 50 66 98 1.5 1 12500 ppm
Pb 86,928 15 145 1073 7.4 1 49900 ppm
Zn 86,902 182 264 572 2.2 1 58900 ppm
As 87,122 14 234 1113 4.8 1 12500 ppm
Core recovery 82,660 90 86 14 0.2 0 100 %
Density 5,496 2.56 2.52 0.21 0.1 1.50 4.09 g/cm3

* Long sample lengths were just intervals without samples.

"CV" is Coefficient of Variation (standard deviation divided by the mean) 

14.2.2 MINERAL DOMAINS

Mako and its predecessor have modeled the geology of the San Albino gold deposits for a decade. Little was changed from Mako's overall geologic interpretation. Ristorcelli verified the interpretation and added more detail based on core and trench logs, collar and downhole survey data, and photographs. A three dimensional ("3D") model was created using cross-sectional interpretations looking N40oE and spaced at 10m intervals. Like in 2020, the interpretation was reviewed by Mako and Ristorcelli. The combined geologic and domain model that included quartz veins, "halos" of mineralized hanging wall sheared rock, halos of mineralized footwall sheared rock, dumps, and surfaces for the limits of overburden, and completely oxidized material and transitional oxidation was accepted by both parties.

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Three major veins and subsidiary veins at the San Albino deposit were grouped as shown in Table 14-2. The veins were numbered, and higher numbers indicate structurally higher levels. Each vein shape was modeled based on drill and trench data. For the San Albino vein, the hanging wall halo mineralization was modeled separately from the footwall halo, while the mineralized halos around the Arras and Naranjo veins were modeled as envelopes without a distinction of hanging wall and footwall. Ristorcelli did not separate vein versus halo for the El Jobo vein or the unnamed "miscellaneous" veins. El Jobo and the miscellaneous veins are entirely categorized as Inferred resources because of uncertain continuity due in part to insufficient drilling.

Table 14-2 Modeled Geological and Mineral Domains, San Albino Deposit

Geologic Domain Name Comment Domain Number
Miscellaneous veins poorly defined, uncertain continuity 95
El Jobo vein poorly defined in San Albino hanging wall* 75
San Albino hanging wall hanging wall halo 57
San Albino II vein hanging wall splay of San Albino vein 55
San Albino vein main vein 55
San Albino footwall footwall halo 53
Naranjo halo footwall and hanging wall halo 37
Naranjo vein main vein 35
Arras halo footwall and hanging wall halo 17
Arras vein main vein 15

*Modeled with San Albino and considered part of San Albino main vein

Cumulative probability plots of major and trace elements, including gold and silver, were made; Figure 14-1 shows cumulative probability plots of gold, silver, lead and arsenic from 2020. The gold cumulative probability plot is interpreted in context of the San Albino deposit geology: unmineralized country rock constitutes about 80% to 90% of assayed samples; halo or hanging wall and footwall mineralization fills the range between about 90% and 98% of assays, and the mineralized veins at the San Albino deposit comprise the upper ~2% of all assayed samples. The highest gold grades, likely represented by veins with "stylolitic" textures and galena, are a subset of the vein domain. Arsenic forms a broader halo around the veins than gold. Lead, contained in galena, occurs mainly in the mineralized veins, with low concentrations in the halos and wall rocks. Mako had recognized these relationships.

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Two mineral domains - almost coincident with and driven by the geologic model domains - were used to control the gold resource estimate: a low-grade, vein halo domain containing mineralized wall rock with grades generally between ~0.1g Au/t and ~2-4g Au/t, and a vein domain beginning at ~2-4g Au/t. The gold mineralization in the low-grade domain is in sheared and/or brecciated wallrock in the margins of gold-bearing quartz veins and contains sparse, often broken or brecciated, discontinuous quartz veins. The mid-grade vein domain is made up of vein quartz with minor sulfides, and minor intensely sheared and mineralized wall rock. The probability plots indicate the presence of a third and higher-grade domain with grades greater than ~20- 30g Au/t. This high-grade mineralization is contained in quartz veins with "styolitic" textures, galena, and commonly containing visible gold. Although distinct, the higher-grade quartz vein domain was not modeled separately from the vein domain because of volume and continuity considerations. While the mid- and high- grade domains are primarily composed of quartz veins, several instances of strongly brecciated and gold mineralized material with quartz vein clasts were observed as well.

Figure 14-1 Cumulative Probability Plot for All Veins and Country Rock: Au, Ag, Pb and As

(yellow - gold; blue - silver; grey - lead; red - arsenic)

 

The gold and silver probability plots have similar forms suggesting that both metals were similarly introduced in quartz veins, with only minor and local differences. Because silver represents a small portion of the economic value of the deposit, and the spatial distributions of the gold and silver are substantially similar, the gold domains were used to control the silver estimation.

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The definitions and spatial distributions of the geologic mineral domains were previously established by Mako from their logging of drill core and channel samples, and Mako's geologic modeling. Those interpretations were subsequently modified by the author. For resource estimation purposes, Mr. Ristorcelli retained the low- grade domain but combined the high- and mid-grade domains into a single vein domain. Thus, the following mineral domains were used to constrain the estimate:

/ Sheared low-grade halo domain from ~0.1g Au/t to ~2-4g Au/t. Hanging wall and footwall zones of ductile and brittle shearing; gold likely associated with stringer veins and clasts of vein incorporated into the breccias; and

/ Vein domain from ~2-4g Au/t to ~20-30g Au/t. White, stylolitic quartz veins with minor amounts of sulfides including galena; can contain visible gold as grains less than 1mm; includes internal zones with greater than ~20-30g Au/t.

Dikes have been logged but rarely and an example is shown in Figure 14-2. The example in Figure 14-2 is distinctly different from the country rock and mineralization. The author attempted to include the dikes in the 3D geologic model but was unable to confidently correlate individual dikes between drillholes. In 2020, to further evaluate the relationship of dikes to mineralization, the author tabulated the gold grade in dikes intersected in drilling. Sixty-nine dike intercepts were not sampled or analyzed; 167 had non-detectable gold grades to grades up to 0.1g Au/t; nine had grades between 0.1 and 1.0g Au/t; and only three samples logged as dikes had grades greater than 5.0g Au/t. The effect of the thin dikes on dilution was considered minimal to non-existent.

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Figure 14-2 Core with Dikes

A typical dike interval is shown by the light coloration from 37.2m to 37.7m and 39.3m to 39.5m.

In addition to the vein domains, historical mine dumps at the San Albino deposit were modeled and estimated for their contained gold resources. Descriptive information for the San Albino mineral domains, country rock, and the mine dumps at the San Albino deposit are given in Table 14-3. Geologic cross sections showing the veins are given in Figure 14-3 and Figure 14-4. It is noteworthy and expected that grades of the halo material have substantially higher coefficients of variation ("CV") because of the local and discontinuous nature of its vein mineralization. The vein material, however, has relatively low coefficients of variation even with uncapped assays. All historical mine dumps were mined prior to the 2023 update.

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Table 14-3 Descriptive Statistics of Samples by Vein and Domain

Arras Vein
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 733 6.94 13.56 20.65 1.52 0.01 234.19 g/t
Au Capped 733 6.94 13.03 16.84 1.29 0.01 100.00 g/t
Ag 728 15.60 24.48 27.18 1.11 0.20 204.20 g/t
Ag Capped 728 15.60 24.22 25.80 1.07 0.20 150.00 g/t
Arras Halo
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 1,379 0.27 0.77 1.75 2.28 0.01 24.00 g/t
Au Capped 1,379 0.27 0.72 1.37 1.90 0.01 10.00 g/t
Ag 1,369 1.90 3.54 5.96 1.68 0.05 92.50 g/t
Ag Capped 1,369 1.90 3.37 4.54 1.35 0.05 30.00 g/t
Naranjo Vein
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 218 13.48 22.38 26.11 1.17 0.04 168.30 g/t
Au Capped 218 13.48 20.04 18.69 0.93 0.04 65.00 g/t
Ag 207 21.59 30.09 28.83 0.96 0.90 193.00 g/t
Ag Capped 207 21.60 28.15 22.91 0.81 0.90 80.00 g/t
Naranjo Halo 
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 363 0.29 0.77 1.05 1.37 0.00 7.43 g/t
Au Capped 363 0.29 0.77 1.05 1.37 0.00 7.43 g/t
Ag 347 1.50 2.95 5.25 1.78 0.05 56.40 g/t
Ag Capped 347 1.50 2.70 3.58 1.32 0.05 20.00 g/t
San Albino Footwall
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 946 0.28 0.73 2.00 2.73 0.01 51.54 g/t
Au Capped 946 0.28 0.67 1.04 1.55 0.01 7.00 g/t
Ag 938 1.90 4.09 15.12 3.70 0.15 423.00 g/t
Ag Capped 938 1.90 3.40 4.30 1.26 0.15 25.00 g/t
San Albino Vein 
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 686 9.81 17.20 20.59 1.20 0.04 145.50 g/t
Au Capped 686 9.81 16.86 18.88 1.12 0.04 100.00 g/t
Ag 685 19.00 28.05 27.81 0.99 0.20 189.00 g/t
Ag Capped 685 19.00 27.95 27.27 0.98 0.20 150.00 g/t
San Albino Hanging Wall 
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 547 0.29 0.70 1.12 1.60 0.01 12.60 g/t
Au Capped 547 0.29 0.65 0.86 1.31 0.01 4.00 g/t
Ag 546 1.50 2.90 4.70 1.62 0.05 52.80 g/t
Ag Capped 546 1.50 2.75 3.63 1.32 0.05 22.00 g/t
(see Table 14-7 for capping details)

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Table 14-3 Descriptive Statistics by Vein and Domain (continued)

El Jobo 
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 35 0.19 0.79 2.23 2.83 0.01 10.90 g/t
Au Capped 35 0.19 0.79 2.23 2.83 0.01 10.90 g/t
Ag 35 0.91 2.09 4.17 2.00 0.15 24.60 g/t
Ag Capped 35 0.90 2.09 4.17 2.00 0.15 24.60 g/t
Miscellaneous Veins
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 31 0.55 3.41 8.04 2.36 0.05 42.27 g/t
Au Capped 31 0.55 1.90 2.67 1.41 0.05 7.00 g/t
Ag 31 1.59 7.69 12.45 1.62 0.15 46.80 g/t
Ag Capped 31 1.60 6.66 9.49 1.42 0.15 30.00 g/t
Country Rock
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 75,038 0.01 0.06 2.12 36.77 0.00 545.96 g/t
Au Capped 75,038 0.01 0.03 0.17 5.13 0.00 3.00 g/t
Ag 74,717 0.39 0.70 11.31 16.26 0.00 1969.00 g/t
Ag Capped 74,717 0.40 0.56 0.87 1.55 0.00 10.00 g/t
Dumps
  Samples Median Mean Std Dev CV Minimum Maximum Units
Au 1,106 1.22 4.76 10.76 2.26 0.00 136.40 g/t
Au Capped 1,106 1.22 3.93 6.23 1.59 0.00 25.00 g/t
Ag 1,106 3.91 10.17 18.00 1.77 0.05 212.00 g/t
Ag Capped 1,106 3.90 9.55 14.16 1.48 0.05 70.00 g/t
(see Table 14-7 for capping details)

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Figure 14-3 Cross Section 11 Showing Veins
Cross section locations shown in Figure 10-1 (looking azimuth 40o)

 

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Figure 14-4 Cross Section 16 Showing Veins
Cross section locations shown in Figure 10-1 (looking azimuth 40o)

 

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 14.2.3 DENSITY

There are 5,176 rock density measurements determined for rocks from the San Albino deposit. Most density samples were collected from unmineralized country rock. Ristorcelli subdivided density measurements based on material type, including vein and halo categories, and whether a material was oxidized or mixed oxidized or fresh (the term used by Mako for unoxidized rock). Taking these data into account, Ristorcelli summarizes the densities of different materials in Table 14-4. The values assigned to the resource block model are presented in Table 14-5 and remained the same from the 2020 estimate.

Table 14-4 Descriptive Statistics of Density Data by Vein and Domain

  Valid Median Mean Std Dev CV Min Max Units
Arras Vein - Fresh Rock 41 2.65 2.64 0.10 0.04 2.34 2.84 g/cm3
Arras Vein - Oxide 82 2.44 2.40 0.25 0.10 1.93 3.59 g/cm3
Naranjo Vein - Fresh Rock 58 2.69 2.71 0.16 0.06 2.44 3.45 g/cm3
Naranjo Vein - Oxide 4 2.50 2.57 0.13 0.05 2.48 2.77 g/cm3
San Albino Vein - Fresh Rock 84 2.64 2.65 0.11 0.04 2.26 3.12 g/cm3
San Albino Vein - Oxide 72 2.49 2.50 0.19 0.07 1.96 2.98 g/cm3
El Jobo Vein - Fresh Rock none             g/cm3
El Jobo Vein - Oxide 2 2.12 2.15 0.04 0.02 2.12 2.18 g/cm3
Miscellaneous Vein - Fresh Rock 5 2.75 2.69 0.46 0.17 2.26 3.38 g/cm3
Miscellaneous Vein - Oxide none             g/cm3
  Valid Median Mean Std Dev CV Min Max Units
Arras Halo - Fresh Rock 41 2.55 2.54 0.15 0.06 2.02 2.81 g/cm3
Arras Halo - Oxide 111 2.36 2.32 0.22 0.09 1.96 3.05 g/cm3
Naranjo Halo - Fresh Rock 34 2.66 2.64 0.10 0.04 2.34 2.82 g/cm3
Naranjo Halo - Oxide 3 2.23 2.30 0.19 0.08 2.15 2.51 g/cm3
San Albino footwall - Fresh Rock 22 2.57 2.58 0.12 0.05 2.36 2.81 g/cm3
San Albino footwall - Oxide 50 2.37 2.37 0.21 0.09 1.71 2.72 g/cm3
San Albino hanging wall - Fresh Rock 13 2.55 2.56 0.17 0.07 2.18 2.80 g/cm3
San Albino hanging wall - Oxide 25 2.42 2.43 0.19 0.08 2.09 2.78 g/cm3
  Valid Median Mean Std Dev CV Min Max Units
Country Rock- Fresh Rock 2,527 2.66 2.64 0.13 0.05 1.93 4.09 g/cm3
Country Rock - Oxide 2,004 2.44 2.42 0.18 0.08 1.59 3.66 g/cm3
Note: Oxide includes mixed material (oxide and sulfide); Std Dev = standard deviation; CV = coefficient of variation

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Table 14-5 Assigned Density Values

Vein Name g/cm3
Overburden 1. 80
Dumps 1. 80
Oxide country rock 2.42
Fresh country rock 2.65
Oxide halo 2.42
Fresh halo 2.65
Miscellaneous vein oxide 2.50
Miscellaneous vein fresh 2.65
San Albino vein oxide 2.50
San Albino vein fresh 2.65
Naranjo vein oxide 2.50
Naranjo vein fresh 2.65
Arras vein oxide 2.42
Arras vein fresh 2.62

Note: El Jobo vein is assigned along with San Albino vein.

14.2.4 CORE RECOVERY AND REVERSE CIRCULATION DOWNHOLE CONTAMINATION

During the site visit the authors observed Mako's core recovery measurement method and found it to be correct. At a project level, core recovery is considered average. Core recovery based on domain type is presented in Table 14-6. The association of relatively high-grade mineralized veins with shear zones makes it particularly important to assess sample recovery because difficult drilling conditions and lower recoveries commonly are encountered in fault zones in general, and the mineralization at the San Albino deposit specifically. Mineralized domains generally yielded lower core recovery than the country rock.

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Table 14-6 Core Recovery

Domain Valid
Samples		 Median Mean Standard
Deviation		 CV Minimum Maximum
Arras vein 366 83 77 19 0.2 0 100
Arras halo 898 82 78 17 0.2 0 100
Naranjo vein 165 90 87 11 0.1 35 100
Naranjo halo 319 87 84 14 0.2 11 100
San Albino footwall 793 89 83 16 0.2 6 100
San Albino vein 526 89 84 16 0.2 0 100
San Albino hanging wall 452 89 83 15 0.2 3 100
El Jobo 13 84 84 10 0.1 61 98
Miscellaneous vein(s) 30 95 92 9 0.1 61 99
Country rock 77,049 90 86 13 0.2 0 100

An analysis in 2020 of gold and silver grades by core recovery for San Albino vein and halo was completed. There is little apparent relationship between gold and silver grades and core recovery. However, both gold and silver grades show greater variability at or below 45% core recovery. Consequently, ninety samples with core recoveries less than 45% were coded as not usable.

Several phases of RC drilling were completed. The results are highly variable although there is some potential downhole contamination magnifying the apparent footwall thickness. Ristorcelli did not use any RC samples for modeling or estimation.

14.2.5 OTHER 3D MODELS

14.2.5.1 OVERBURDEN, OXIDE AND FRESH ROCK

Mako provided detailed drillhole logging data that includes assignment of fresh (unoxidized) rock, mixed or transitional rock, and oxidized rock. These data were used to build cross-sectional interpretations, which in turn were used to build 3D surfaces. Fresh rock dominates volumetrically, the mixed zone is thin (absent to about 5m thick and averaging a few meters thick) and the remainder is oxidized. The oxidized rock extends from the surface and is usually 20m to 30m thick. The mixed zone and oxidized zone can follow the mineralized structures, as would be expected. The qualitative logging data is augmented by quantitative geochemical data. Variations in sulfur concentrations in drillhole samples helped define and support the interpretation of the oxide boundaries and clearly show the weathering. Low sulfur values correlate with logging of oxide and mixed zones.

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Sulfur values are an order of magnitude lower in the oxidized zone. Iron and calcium concentrations show reasonable correlation to the logged oxidation state, but these elements define a more diffuse contact than either the logging or sulfur values. Figure 14-3 gives an example of the oxidation surfaces. The base of overburden was also interpreted from hole-to-hole on the cross sections and a 3D surface was built for that, too.

14.2.5.2 MINE DUMPS

Mako previously interpreted a solid of the historical mine waste dumps. This was modified by Ristorcelli based on data from drilling, selected trenches, and a topographic survey of the toes of the dumps. Figure 14-5 shows these mine dumps. There were about 140,000 tonnes of historical mine dump material around the San Albino deposit excluding the Arras vein and assuming a density value of 1.8g/cm3. The 3D mine dump solids were used to code drillhole and channel samples, which in turn were used to estimate the average dump grades. Since mining commenced and as of the effective date of this report, all but 1,600t grading 2.64g Au/t and 4.4g Ag/t remained (Table 14-15). 

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Figure 14-5 3D Perspective View of the San Albino Mine Dumps

(different shades only denote different mine dumps)

14.2.5.3 HISTORICAL UNDERGROUND WORKINGS

In 2020 Mako provided Ristorcelli with 3D solids representing the underground workings at the historical San Albino mine and had identified a discrepancy between reported underground production tonnage versus tonnage estimates based on surveyed mined voids and mine waste dumps. Mako's estimated volume of underground workings from historical level plans and other maps is about one fifth of that based on reported historical production. It is acknowledged that the historical production is poorly documented, which could account for some of this discrepancy. Consequently, these differences were addressed by adding or modifying modeled underground workings based on where drillholes hit voids, had no core recovery, or had logged "wood" or "mine fill". Ristorcelli began with Mako's model of the workings and modified those very slightly to respect the drill data, and then built 3D models of stopes. Ristorcelli's 3D perspective of the underground workings as defined in 2020 is given in Figure 14-6 Ristorcelli estimates that approximately 87,000 tonnes of material were historically mined based on all the modeled underground workings including the historical development at San Albino. A polygonal estimate of material mined from Ristorcelli's model of the workings, and assuming no dilution of the vein material, totals 45,800 tonnes grading 18.7g Au/t and 29g Ag/t, for about 27,500oz of gold and 43,000oz of silver. This correlates to reported production of 35,000 imperial tons likely around 11g Au/t. Reported production is commonly less than actual production, and the actual historical production from the old San Albino mine is probably higher. Very minor additions to the underground workings were made since the 2020 model because all the areas with underground workings have been mined. 

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Figure 14-6 3D Perspective View of the San Albino Mine Workings

Note: light green polygons show the historical workings as modeled by Mako in cross sections; green solids show the updated historical workings model created by Ristorcelli; newly defined stopes modeled by Ristorcelli are shown as white polygons.

14.2.6 ASSAY CAPPING AND SAMPLE COMPOSITES

Capping of samples was done prior to compositing. Details of capping levels and number of samples are given in Table 14-7. Capping levels were determined considering coefficients of variation, cumulative probability plots, and outlier sample locations and the same capping levels were used in 2023 as were used in 2020. Descriptive statistics of the composite samples are given in Table 14-8. Capping was rather harsh in the dumps because high- grade material likely is represented by volumes of say ore-car size.

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Capped drillhole and channel sample assays were composited to a length of 1.0m. The composite lengths are 1.0m to support a resource block dimension of one meter. Most sample lengths are one meter or less in the veins and halos but not all are 1.0m or less in length causing some de-compositing of those longer than one meter length samples. The author evaluated iterations of the estimate using 1.0m and 1.5m composites, and the estimate performed better using 1.0m composite intervals. In the country rock, about half of the samples are one meter length or shorter, and about half are longer than one meter. Therefore, de-compositing was more extensive. As the country rock is by far unmineralized, with only a few random intersections with gold grades locally, de- compositing is not material to the resource estimate.

Table 14-7 Capping Grades and Number of Samples by Vein and Domain

Domain Au Capping
level (g/t)		 Number
capped		 Ag Capping
level (g/t)		 Number
capped
Arras vein 100 8 150 8
Arras halo 10 38 30 38
Naranjo vein 65 15 80 16
Naranjo halo 20 2 20 7
San Albino footwall 7 19 25 24
San Albino vein 100 10 150 5
San Albino hanging wall 4 18 22 14
El Jobo vein none none none none
Miscellaneous veins 7 3 30 3
Country Rock 3 234 10 326
Dumps 25 45 70 21

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 Table 14-8 Descriptive Statistics of Composites by Vein and Domain

Arras Vein 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 979 6.81 13.12 18.26 1.39 0.01 212.69 g/t
Au Capped 979 6.81 12.80 16.02 1.25 0.01 100.00 g/t
Ag 973 16.19 24.66 26.64 1.08 0.40 204.20 g/t
Ag Capped 973 16.20 24.43 25.47 1.04 0.40 150.00 g/t
Arras Halo 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 1,770 0.30 0.78 1.66 2.11 0.01 18.60 g/t
Au Capped 1,770 0.30 0.74 1.34 1.81 0.01 10.00 g/t
Ag 1,761 1.90 3.62 5.45 1.51 0.05 67.10 g/t
Ag Capped 1,761 1.90 3.48 4.58 1.32 0.05 30.00 g/t
Naranjo Vein 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 238 14.92 24.15 27.29 1.13 0.06 168.30 g/t
Au Capped 238 14.92 21.38 19.10 0.89 0.06 65.00 g/t
Ag 228 21.99 30.81 29.54 0.96 1.98 193.00 g/t
Ag Capped 228 22.00 28.44 22.02 0.77 1.98 80.00 g/t
Naranjo Halo 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 407 0.34 0.77 1.00 1.30 0.00 7.43 g/t
Au Capped 407 0.34 0.77 1.00 1.30 0.00 7.43 g/t
Ag 392 1.50 2.69 4.03 1.50 0.05 44.70 g/t
Ag Capped 392 1.50 2.54 3.09 1.22 0.05 20.00 g/t
San Albino Footwall 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 1,151 0.29 0.72 1.85 2.55 0.01 51.54 g/t
Au Capped 1,151 0.30 0.67 1.00 1.49 0.01 7.00 g/t
Ag 1,144 1.99 4.01 13.99 3.49 0.15 423.00 g/t
Ag Capped 1,144 2.00 3.35 4.03 1.20 0.15 25.00 g/t
San Albino Vein 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 826 9.40 16.30 18.50 1.14 0.05 136.00 g/t
Au Capped 826 9.40 16.02 17.18 1.07 0.05 100.00 g/t
Ag 825 18.29 26.77 25.51 0.95 0.30 177.00 g/t
Ag Capped 825 18.30 26.70 25.20 0.94 0.30 150.00 g/t
San Albino Hanging Wall 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 695 0.33 0.72 1.11 1.55 0.01 12.60 g/t
Au Capped 695 0.32 0.67 0.84 1.24 0.01 4.00 g/t
Ag 694 1.59 2.87 4.36 1.52 0.05 47.77 g/t
Ag Capped 694 1.60 2.72 3.41 1.25 0.05 22.00 g/t

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 Table 14-8 Descriptive Statistics of Composites by Vein and Domain (continued)

El Jobo 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 42 0.19 0.69 2.05 2.97 0.01 10.90 g/t
Au Capped 42 0.19 0.69 2.05 2.97 0.01 10.90 g/t
Ag 42 0.91 2.12 3.91 1.84 0.15 24.60 g/t
Ag Capped 42 0.90 2.12 3.91 1.84 0.15 24.60 g/t
Miscellaneous Veins 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 35 0.55 2.45 4.64 1.89 0.05 21.19 g/t
Au Capped 35 0.55 1.62 2.32 1.43 0.05 7.00 g/t
Ag 35 1.99 6.52 9.37 1.44 0.15 41.06 g/t
Ag Capped 35 2.00 5.92 7.73 1.31 0.15 28.56 g/t
Country Rock 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 88,906 0.01 0.06 1.95 33.55 0.00 545.96 g/t
Au Capped 88,906 0.01 0.04 0.18 5.08 0.00 3.00 g/t
Ag 88,591 0.39 0.68 9.17 13.52 0.00 1969.00 g/t
Ag Capped 88,591 0.40 0.56 0.84 1.51 0.00 10.00 g/t
Workings 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 34 2.07 7.53 12.66 1.68 0.01 57.32 g/t
Au Capped 34 2.07 2.17 1.69 0.78 0.01 4.00 g/t
Ag 34 10.11 16.25 15.43 0.95 0.20 60.00 g/t
Ag Capped 34 10.10 15.57 13.85 0.89 0.20 40.00 g/t
Dumps 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 1,557 1.48 5.40 12.13 2.25 0.00 136.40 g/t
Au Capped 1,557 1.48 4.29 6.55 1.53 0.00 25.00 g/t
Ag 1,557 4.49 11.22 19.91 1.77 0.05 212.00 g/t
Ag Capped 1,557 4.50 10.39 15.12 1.46 0.05 70.00 g/t
Overburden 
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Au 3,244 0.01 0.12 1.24 9.93 0.00 55.60 g/t
Au Capped 3,244 0.01 0.07 0.25 3.41 0.00 2.00 g/t
Ag 3,234 0.14 2.12 54.41 25.62 0.00 3086.20 g/t
Ag Capped 3,234 0.15 1.04 2.70 2.61 0.00 20.00 g/t

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14.2.7 GOLD AND SILVER GRADE ESTIMATION

The block model is rotated in a horizontal plane 40o clockwise, and the blocks are 2m along vein strike, by 1m vertical, by 1m across strike. Four estimates for gold and silver each were completed: polygonal, nearest- neighbor ("NN"), inverse-distance to the third power ("ID3"), and kriged. With the exception of the polygonal method which was only run in 2020, each of these types of estimates was run almost two-dozen times in order to optimize estimation parameters and provide better resource estimates.

The San Albino deposit was divided into six broad estimation areas to control and vary the search orientation and anisotropy in estimation in different portions of the deposit (see Table 14-9). The six estimation areas to guide the estimate are based on a generalized orientation of the vein-controlling shear zones.

Table 14-9 Estimation Areas - Search Ellipse Orientations

Area Rotation Azimuth Dip
1 310o -15o
2 310o -25o
3 310o -30o
4 310o 0o
5 310o -25o
6 310o -40o

One single estimation pass was run for each of the halo and vein domains in each of the six estimation areas. The search distance was set to "fill" all blocks coded to veins and halos. In the San Albino vein, about half of the blocks' grade estimates were based on samples that were ≤10m away, and 53% of all blocks were located within 30m of a composite sample. About 1.6% of the blocks' grades were based solely on channel samples and 95% are based solely on drilled sample data. The areas outside modeled geologic and mineral domains were estimated in one single orientation. The maximum search distance outside the domains was 30m from composites, but a very stringent pullback on "higher" gold grades was used. A minimum of two composites was required to estimate a block outside modeled domains, compared to one within domains. Estimation parameters are given in Table 14-10 and Table 14-11.

Table 14-12 presents the criteria for classification.

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Table 14-10 Estimation Parameters for Gold in San Albino Vein, Halo and Outside Domains

(for all rotations/dip/tilt and search distance values, see Table 14-9)

Description Parameter
Vein Domain
Search: San Albino; all others quadrant / no restriction
Samples (minimum-maximum per hole) San Albino 1 - 2
Samples: maximum San Albino / Narjano / Arras / El Jobo / Miscellaneous 8 / 8 / 6 / 8 / 8
Rotation/Dip/Tilt (variogram and searches): (see Table 14-9) varies by estimation area
Search (m): major/semimajor/minor (perpendicular) all except 90m / 90m / 22.5m*
El Jobo 24m / 24m / 6m
Inverse-distance power (except those below) 3
Naranjo 2
High-grade restrictions (grade in g/t and distance in m) San Albino 20 / 20
Naranjo none
Arras 20 / 30
El Jobo 2 / 3
Miscellaneous 5 / 15
Halo Domain
Search: San Albino / all others quadrant / no restriction
Samples (minimum-maximum per hole) San Albino; all others 1 - 3; 1 - 2
Samples: maximum San Albino / Narjano / Arras / El Jobo / Miscellaneous 12 / 10 / 10 / 8 / 8
Rotation/Dip/Tilt (variogram and searches): (see Table 14-9) varies by estimation area
Search (m): major/semimajor/minor (perpendicular) 90m / 90m / 22.5m
Inverse-distance power (except those below) 3
High-grade restrictions (grade in g/t and distance in m) San Albino Footwall 2 / 4
San Albino Hanging Wall 1.5 / 4
Naranjo 1 / 4
Arras 2 / 4
   
Outside Domains
Samples: minimum-maximum-maximum per hole 2 - 10 - 2
Rotation/Dip/Tilt (variogram and searches): 310 / -20 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 3
High-grade restrictions (grade in g/t and distance in m) 0.2 / 3
   
Dumps
Samples: minimum-maximum-maximum per hole 1 - 8 - 2
Rotation/Dip/Tilt (variogram and searches): 0 / 0 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 4
High-grade restrictions (grade in g/t and distance in m) 2.5 / 4

* Effective search distances are controlled by the vein name, domain and the number of samples per hole; the thin veins, number of samples per hole, and vein coding would restrict searches greatly and if the search distances expanded, it would be immaterial to the estimate. 

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 Table 14-11 Estimation Parameters for Silver in San Albino Vein, Halo and Outside Domains
(for all rotations/dip/tilt and search distance values, see Table 14-9)

Description Parameter
Vein Domain
Search: San Albino ; all others quadrant / no restriction
Samples (minimum-maximum per hole) San Albino; all others 1 - 3; 1 - 2
Samples: maximum San Albino / Narjano / Arras / El Jobo / Miscellaneous 12 / 8 / 6 / 8 / 8
Rotation/Dip/Tilt (variogram and searches): (see Table 14-9) varies by estimation area
Search (m): major/semimajor/minor (perpendicular) all except 90m / 90m / 22.5m
El Jobo 24m / 24m / 6m
Inverse-distance power 3
High-grade restrictions (grade in g/t and distance in m) San Albino 40 / 40
Naranjo none
Arras none
El Jobo 10 / 3
Miscellaneous 10 / 15
Halo Domain
Search: San Albino / all others quadrant / no restriction
Samples (minimum-maximum per hole) San Albino and Naranjo; all others 1 - 3; 1 - 2
Samples: maximum San Albino / Narjano / Arras / El Jobo / Miscellaneous 12 / 12 / 10 / 8 / 8
Rotation/Dip/Tilt (variogram and searches): (see Table 14-9) varies by estimation area
Search (m): major/semimajor/minor (perpendicular) 90m / 90m / 22.5m
Inverse-distance power (except those below) 3
High-grade restrictions (grade in g/t and distance in m) San Albino Footwall 6 / 4
San Albino Hanging Wall 7 / 4
Naranjo 7 / 4
Arras 5 / 4
   
Outside Domains
Samples: minimum-maximum-maximum per hole 2 - 10 - 2
Rotation/Dip/Tilt (variogram and searches): 310 / -20 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 3
High-grade restrictions (grade in g/t and distance in m) 0.2 / 3
   
Dumps
Samples: minimum-maximum-maximum per hole 1 - 8 - 2
Rotation/Dip/Tilt (variogram and searches): 0 / 0 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 4
High-grade restrictions (grade in g/t and distance in m) 2.5 / 4

* Effective search distances are controlled by the vein name, domain and the number of samples per hole; the thin veins, number of samples per hole, and vein coding would restrict searches greatly and if the search distances expanded, it would be immaterial to the estimate. 

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 Table 14-12 Mineral Resource Classification

Description Parameter
Measured (in San Albino vein only)
In domains and
Minimum holes; minimum composites; maximum distance to closest comp 2; NA; 10m
or
Minimum holes; minimum composites; maximum distance to closest comp 2; NA; 5m
and
Average distance of all composites used to estimate the block <25m
and
Block is influenced more by drillholes than by channel samples  
Indicated (in San Albino and Arras veins only)
In domains and
Minimum holes; minimum composites; maximum distance to closest comp 3; NA; 35m
or
Minimum holes; minimum composites; maximum distance to closest comp 2; 3; 25m
or
Minimum holes; minimum composites; maximum distance to closest comp 1; 2; 15m
and
Average distance of all composites used to estimate the block <60m
and
Block is influenced more by drillholes than by channel samples
Inferred in Domains
Any block within the domains not classified as Measure or Indicated or intersecting workings and all dumps,
 
Inferred outside Domains
Number of composites 2
Range to closest composite (m) 20

Note that there is an extreme restriction limiting the projection of high grades

14.2.8 MINERAL RESOURCES

For reporting, technical, and economic factors likely to influence the "reasonable prospects for eventual economic extraction" were evaluated using the best judgment of the author responsible for this section of the report. For evaluating the open pit potential, a series of optimized pits were run using variable gold prices and parameters. The engineering parameters, mining costs, and metallurgical recoveries are based on actual and current production data. The mining cost used was $3/t, processing cost $65/t, and G&A cost $2/t. Metallurgical recoveries of gold used in the pit optimizations were 83%, 90%, and 95% for fresh rock, transition, and oxide material, respectively. Silver was not considered in the optimizations. For evaluating the potential for underground mining, a series of stope optimizations were run at variable cutoffs. For the reporting cutoff grade of 4.0g Au/t an average mining cost of $144/t, processing cost of $65/t, and G&A of $2/t were assumed. The factors used in defining cutoff grades are based on a gold price of US$1,750/oz. 

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Table 14-13, Table 14-14, Table 14-15, and Table 14-16 present the estimates of the Measured, Indicated and Inferred resources at San Albino. Classification of the resources considered adequacy and reliability of sampling, geologic understanding, results of quality control analyses, geologic complication, and apparent grade continuity. A Measured classification was permitted only in the San Albino vein, because there is a very good understanding of the San Albino deposit geology and because there is extensive drilling and channel sampling. Indicated resources were permitted only in the San Albino and Arras veins. Because Naranjo is poorly understood, it has only Inferred resources, but those, like all the Inferred, will most likely be upgraded with additional drilling. The Southwest Pit area on the Naranjo vein was discovered after the 2020 model and estimate. Mako discovered it and did some follow-up drilling. However, the bottom of the resource-confining pit is defined by four holes, consequently, that Inferred classification remains. Any block that intersects modeled workings has been classified as Inferred, which is mostly not applicable now that those areas with workings have been mined out, in addition to the reduction of tonnes for historical mining.

The author has used his judgment with respect to the technical and economic factors likely to influence the "prospects for eventual economic extraction" and the estimates listed in those tables do fulfill that requirement. The San Albino deposit reported mineral resources are based on potential open pit as well as potential underground mining scenarios.

The resources potentially minable by open pit include a 0.5m rind of dilution along the hanging wall and footwall (Table 14-13). Effectively, all estimated vein material is above cutoff so all vein material and the 1m of total dilution is the reported resource because the author assumes that selective mining cannot be done to better than 0.5m on the upper and lower margins of all veins. If mining selectivity can be better than the total 1.0m, then the potentially minable resource grade will increase, but the opposite is true too.

The resources potentially minable by underground methods are presented in

. The underground resources are reported at a cutoff of 4.0g Au/t and lie within stopes optimized at 3.0g Au/t. Using the 3.0g Au/t stopes for confining the estimate allows for showing tonnage below the reporting cutoff but lying adjacent to those reported tonnages.

There are few estimated resources in the historic mine dumps, all of which are classified as Inferred because of the difficulty in estimating mine dump material. The majority have been removed and processed already. These are presented in Table 14-15. 

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 The total resources potentially minable by open pit and potentially minable by underground methods, as well as the dumps, are presented in Table 14-16. Cross sections of the San Albino and Arras veins for gold and silver are presented in Figure 14-7 and Figure 14-8.

Table 14-13 All Veins in San Albino Deposit: Open Pit Resources

Open Pit
All Measured
Fully Tonnes MD g Au/t Oz Au MD g Ag/t Oz Ag
Diluted 46,100 9.86 14,600 17.7 26,200
All Indicated
Fully Tonnes MD g Au/t Oz Au MD g Ag/t Oz Ag
Diluted 83,600 10.39 27,900 20.9 56,100
All Measured and Indicated
Fully Tonnes MD g Au/t Oz Au MD g Ag/t Oz Ag
Diluted 129,700 10.19 42,500 19.7 82,300
All Inferred
Fully Tonnes MD g Au/t Oz Au MD g Ag/t Oz Ag
Diluted 93,400 10.28 30,900 15.3 45,800

Note: MD is the model grade with expected mining dilution

Table 14-14 All Veins in San Albino Deposit: Underground Resources

Underground
All Measured
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
4.0 1,100 10.43 400 23.0 800
      All Indicated    
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
4.0 168,000 12.96 70,000 21.0 113,600
    All Measured and Indicated  
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
           
4.0 169,100 12.95 70,400 21.0 114,400
      All Inferred    
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
4.0 131,000 11.62 49,000 16.7 70,400

Note: BD is the block-diluted model grade

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Table 14-15 San Albino Deposit: Inferred Mine Dump Resources

All Dumps, all Inferred
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
1.0 1,600 2.64 100 4.4 200

Table 14-16 All Veins in San Albino Deposit: Open Pit, Underground and Dump Resources

Open Pit and Underground and Dumps
All Measured 
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 47,200 9.88 15,000 17.8 27,000
All Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 251,600 12.10 97,900 21.0 169,700
All Measured and Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 298,800 11.75 112,900 20.5 196,700
All Inferred
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 240,800 10.53 81,500 15.4 119,200

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Figure 14-7 San Albino Deposit Gold Block Model – Cross Section 11
Cross section locations shown in Figure 10-1 (looking azimuth 40o)

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Figure 14-8 San Albino Deposit Gold Block Model – Cross Section 16
Cross Section locations shown in Figure 10-1 (looking azimuth 40o)

 

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14.2.9 DISCUSSION OF RESOURCES

The exploration procedures, sampling and data derived from Mako's work are high quality and can be used to support the resource estimate. Mako's geologic interpretations were sound and required few changes besides more detail for the domain model to be used in controlling the estimate. The deposit's location is predictable in that drilling intersects the structure close to where it is predicted. The veins of the San Albino deposit are high- grade as shown in the resource tables listed above. The estimated undiluted vein grades are 13.77g Au/t, 19.42g Au/t, and 15.96g Au/t for the San Albino, Naranjo, and Arras veins, respectively. These vein grades are consistent for a high-grade vein system, decreasing towards the margins of the veins. The style of mineralization is well understood. The deposits are open ended along strike and down dip.

The author observed Mako's core sampling procedures and found them to be well done with careful consideration paid to reducing sampling bias. Specific methods are discussed in Sections 10.3 and 11.0. Sampling is generally done on geologic breaks with special attention given to separating quartz veins from the surrounding hanging wall and footwall halo mineralization. The Mako geologists are very good at determining general grades of the different portions of the vein, particularly those portions likely to contain very high grades versus those that are low grade. Ristorcelli found that high-grade portions of the vein sometimes were included in sample intervals that contained material that may be substantially lower grade. The resulting concealment of the high-grade limits the ability to accurately estimate the spatial extents of the highest-grade zones and creates an inherent risk in the resource estimation. This risk is somewhat mitigated by the closely spaced drilling in the San Albino vein, though in some areas it did contribute to portions of the resource estimate being classified at a lower confidence level.

When there was some doubt in any of the samples' reliability, they were eliminated from use. One issue with sampling that imparts some risk is the moderate core recovery. Graphic representations of the grades plotted against core recovery (in 2020) showed effectively no differences until around 45% recovery below which there is high variability in grade. Samples with recoveries below 45% were eliminated from use in the estimate. RC samples were not used for estimating or final modeling. And there were quite a few channel samples that were eliminated because their locations were suspect. Mako has since corrected the surveying of those channel samples and they will be suitable for use in future estimations.

Mining dilution is an important factor at the San Albino project in part because the veins are in some places so thin that the dilution can render it uneconomic. Detailed grade control is critical for the success at the San Albino project, and Mako has shown their abilities to do this well. In many places the veins have visually distinct hanging wall and footwall contacts, which help with grade control. The estimated resources include 0.5m rind of dilution on the hanging wall and 0.5m rind of dilution the footwall of each vein. Mako reports that they have mined to thinner dilution. The average dilution grade varies from almost zero to up to 0.5g Au/t, depending on whether or not the halo mineralization is present. In all cases, the dilution grade is taken from the estimation, as opposed to a single grade applied globally. It is expected that dilution during underground mining will be greater because of ground conditions, shallow dip, minimum mining height, and less data, and therefore control on locating hanging wall and footwall. The author is reporting full-block-diluted grades for material within the 3.0g Au/t optimized underground stopes at a cutoff of 4.0g Au/t.

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Mako has been reconciling mine production to the previous estimates including Measured, Indicated, and Inferred material. Reported production is 5% and 8% less gold and silver, respectively than the estimated mine production, in 9% more tonnes at 15% and 19% lower grade, for gold and silver, respectively.

Modeling and extracting volumes of underground workings is always difficult in part because full survey data is usually missing. The San Albino deposit is not an exception, however most of the areas with underground workings have been mined out and this no longer is material. For the San Albino deposit, the dumps are estimated to contain around 144,000 tonnes of rock. In 2020, The total estimated amount of material mined from the modeled underground working was 87,000 tonnes at the San Albino vein, which includes stopes and drifts, production, and development workings. In addition to the historical underground workings, there were some historical pit excavations. Ristorcelli's block model estimated total diluted material of 68,400 tonnes grading 12.8g Au/t and 21.1g Ag/t for about 28,040oz Au and 36,400oz Ag. Ristorcelli's block model of undiluted vein material contained 45,800 undiluted tonnes grading 18.9g Au/t and 29g Ag/t for about 27,900oz Au and 42,700oz Ag, respectively. This correlates to reported production of 31,750 tonnes likely at around 18g Au/t. There remains a shortfall of ~15,000 tonnes, part of which can be explained by the mine dumps, as there are some high grades in the dumps, and in part because of the incomplete underground survey data.

The author had some difficulty with the estimate caused by extensive drilling in the higher-grade parts of the deposit. This clustering of high-grade data resulted in the use of a quadrant search to minimize spreading out the high grades. This clustering is clearly demonstrated by the difference in Measured and Indicated grades (Table 14-13, Table 14-14 and Table 14-16). While higher-grade in higher-classification material is not unusual, at the San Albino deposit the effect was exaggerated by their normal exploration and follow-up drilling to better define the higher grades. Given that history, the Indicated material may also increase in grade as those high-grade zones are drilled out.

That clustering of data imparted a complication in estimation in that higher-than-expected biases were present between the inverse-distance, kriged, and nearest-neighbor estimations. Well over a dozen iterations comparing the three interpolation methods were completed prior to arriving at the final reported estimate. The use of mineralization domains to control the estimation decreases this risk substantially. The author verified this reasonableness by visually comparing the interpolated grades in the block model to the mineralization domains modeled using the drilling and channel sample data and evaluating grade distributions graphically. In all cases, the grade, tonnes and ounces were close to the polygonal estimation. 

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The reported resources with “…reasonable prospects for eventual economic extraction” are presented in Table 14-13, Table 14-14, Table 14-15, and Table 14-16. Those resources occur at the outcrop of the veins that extend downward at shallow to moderate dips. Figure 14-9 shows these relationships.

Figure 14-9 3D Perspective of San Albino Grade Shells and Resource-Controlling Solids

Note: Grey is the $1,750/gold oz pit; red is 1.5 g Au/t grade shells of unclassified material for San Albino, Naranjo and Arras; yellow shows the underground resource (Table 14-14) below the optimized pits; vein material outside the pit and yellow underground shells is unclassified material.

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14.3 LAS CONCHITAS

14.3.1 DATABASE

The resource estimate in this report used drill sample and channel sample data as discussed in Sections 11.0 and 12.0. The database used for the resource estimate was received on March 6, 2023. The effective date of the database is July 11, 2023 because assays from six core holes, all RC drillholes, (none of which was not used for modeling or estimation - just general validation), and Mako's updated oxidation coding were received later. The effective date of the resource estimate is October 11, 2023, 2023, the date optimizations were completed.

Descriptive statistics of that database are given in Table 14-17. All the samples were coded for type: core, RC and channel samples. There are 718 core holes plus assays from 5,358 continuous sets of channel samples from pits and trenches in the Las Conchitas resource area. A total of 4,120 samples were eliminated from use for resource estimation: 32 core samples, 19 trench samples, and all RC samples (4069). Results from channel samples taken from trenches and shallow surface exploration pits are treated as "drillholes" in the database. In addition to those data shown in Table 14-1, logged geologic data, geotechnical data, as well as 33-element trace- element geochemistry were available and loaded. The database used for this estimate is comprehensive, well maintained, reliable and extremely useful.

Table 14-17 Descriptive Statistics of the Las Conchitas Resource Database

  Valid Median Mean Std. Devn. C of V Minimum Maximum Units
From 82,641         0.00 357.00 M
To 82,641         0.10 357.60 M
Length 82,641 1.00 1.08     0.07 30.00 M
Au 81,604 0.014 0.272 3.253 11.9 0.001 376 g/t
Au Capped 81,604 0.012 0.225 2.459 10.9 0.001 150 g/t
Ag 81,604 0.14 1.18 35.68 30.20 0.00 9098 g/t
Ag Capped 81,604 0.15 0.78 4.01 5.14 0.00 359 g/t
Density 5,710 2.63 2.57 0.20 0.1 1.42 4.14 g/cm3

RC drilling was conducted at Las Conchitas, but due to lack of precision and potential contamination the data from RC drilling were not used for modeling or estimation, just for assessing the general tenor and location of the interpreted mineralized zones.

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14.3.2 GEOLOGY AND MINERAL DOMAINS

Mako and its predecessor have modeled the geology of the neighboring San Albino gold deposits for a decade and Las Conchitas is a similar type of deposit; however, Mako only modeled the veins and oxide/transition/fresh rock at Las Conchitas. This estimate used Mako's model as a guide to geometry and orientation but Ristorcelli interpreted the veins including detail of footwall and hanging wall halos, and added more detail based on core and trench logs, collar and downhole survey data, and photographs . This detail was always based on core and trench logs and often photographs. The vein domain model interpreted for this estimate is smaller and less continuous than Mako's model of the vein.

A three dimensional ("3D") model was created beginning with cross-sectional interpretations looking N40oE and spaced at 10m intervals. The interpretations were reviewed by Mako. The combined geologic and domain model included veins, halos of mineralized hanging wall and footwall sheared rock, dumps, fresh rock, completely oxidized material, and transitional oxidation. Fifteen veins with halos were defined (Table 14-2).

Table 14-18 Modeled Geological and Mineral Domains, Las Conchitas Deposit(s)

Vein/Material Name Domain
Bayacun footwall halo, vein, and hanging wall halo
Misc footwall halo, vein, and hanging wall halo
Las Dolores Upper footwall halo and vein
Misc Mango 2 footwall halo, vein, and hanging wall halo
Mango2 footwall halo, vein, and hanging wall halo
Mango footwall halo, vein, and hanging wall halo
Limon footwall halo, vein, and hanging wall halo
Cruz Grand 2 footwall halo, vein, and hanging wall halo
Cruz Grande Upper footwall halo, vein, and hanging wall halo
Intermediate2 footwall halo, vein, and hanging wall halo
Mina San Francisco footwall halo, vein, and hanging wall halo
Limon Upper footwall halo, vein, and hanging wall halo
San Pablo footwall halo, vein, and hanging wall halo
San Pablo Upper footwall halo, vein, and hanging wall halo
Tirado footwall halo, vein, and hanging wall halo
country rock  
workings  
mine dumps  

Cumulative probability plots of major and trace elements, including gold and silver, were made; Figure 14-10 shows cumulative probability plots of gold, silver, copper, lead, and zinc. The gold cumulative probability plot, interpreted in context of the Las Conchitas deposit geology, shows that: unmineralized country rock constitutes about 90% of assayed samples; halo (hanging wall and footwall mineralization) samples comprise approximately the 90th to 98th percentiles of the samples. Lead, contained in galena, occurs mainly in the mineralized veins, with low concentrations in the halos and wall rocks, similar to the gold and the silver. The lead and copper have distinct distributions. Interestingly, there is a volumetrically small but very high-grade population with base metals and silver, likely unrelated to the main gold and silver mineralizing event. Mako had recognized these relationships.

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Figure 14-10 Cumulative Probability Plot for All Veins and Country Rock: Au, Ag, Cu, Pb and Zn

The gold and silver probability plots have similar forms suggesting that, for the most part, both metals were similarly introduced in quartz veins, with only minor and local differences. Because silver represents a small portion of the economic value of the deposit, substantially smaller than even at San Albino, and the spatial distribution between gold and silver are substantially similar, the gold domains were used to control the silver estimation. Silver also occurs in a volumetrically and insignificant volume unrelated to the gold.

Dikes of intermediate composition have been encountered in the drilling although they do not affect mineralization and are unmineralized. An example in Figure 14-2 is distinctly different from the country rock and mineralization. The effect of the thin dikes on dilution is considered insignificant.

The definitions and spatial distributions of the geologic mineral domains were defined using sample grades and geologic logging descriptions of drill core and channel samples. Mako had made interpretations of the veins,

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which were subsequently modified and halo mineralization was added by the author. Thus, the following mineral domains were used to constrain the estimate:

/ Sheared low-grade halo domain from ~0.05g Au/t to ~2-6g Au/t. Gold mineralization in the footwall and hanging wall low-grade halo domains is in sheared and/or brecciated wallrock along the margins of the quartz veins. The halos contain sparse, often broken or brecciated, discontinuous quartz veins in a sheared country rock matrix. There is ductile and brittle shearing; gold is likely associated with stringer veins and clasts of vein incorporated into the breccias; halos range in thickness from absent to five to ten meters thick. Commonly, 3 to 6g Au/t material is gouge with mineralized fragments, as if it was part of the vein but was subsequently destroyed; and

/ Vein domain from ~2-6g Au/t and above. The vein domain is predominantly vein quartz with minor sulfides. Fragments of wall rock, which are occasionally intensely sheared and mineralized, also exist in the veins. Unlike the San Albino vein, the probability plots do not indicate the presence of a third and higher-grade domain. The veins are made up of white quartz veins with minor amounts of sulfides including galena. Styolites are oftentimes associated with the higher-grade areas, but not always. Their presence is a favorable sign, but does not insure higher grades are present, and the lack of styolites does not preclude high-grade.

The material modeled as unmineralized country rock does contain spotty discontinuous mineralization but it is too sparse to model. This spotty mineralization is being estimated into blocks immediately adjacent to the drillhole intercepts.

In addition to the vein domains, historical mine dumps at the Las Conchitas deposit were modeled and estimated for their contained gold resources. Unlike at San Albino, the dumps at Las Conchitas are volumetrically insignificant. Descriptive information for the Las Conchitas mineral domains, country rock, and the mine dumps is given in Table 14-19. Geologic cross sections showing the veins are given in Figure 14-11 and Figure 14-12. It is noteworthy and expected that grades of the halo material have substantially higher coefficients of variation ("CV") because of the local and discontinuous nature of its vein mineralization. The vein material, however, has relatively low coefficients of variation even with uncapped assays.

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Table 14-19 Descriptive Statistics of Samples by Vein and Domain: Las Conchitas

(see Table 14-7 for capping details)

Domain Footwall              
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Length 2,170 1.00 0.99     0.30 2.20 m
Au 2,167 0.09 0.45 1.68 3.72 0.003 41.57 g/t
Au Capped 2,167 0.09 0.36 0.70 1.98 0.003 7.00 g/t
Ag 2,167 0.59 2.78 46.54 16.74 0.001 1759.00 g/t
Ag Capped 2,167 0.60 1.44 3.47 2.42 0.001 100.00 g/t
Domain Vein              
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Length 996 1.00 0.96     0.07 2.50 m
Au 995 8.86 15.32 22.05 1.44 0.008 376.49 g/t
Au Capped 995 8.86 14.73 17.77 1.21 0.008 150.00 g/t
Ag 995 12.06 20.20 23.09 1.14 0.050 359.00 g/t
Ag Capped 995 12.10 20.05 22.56 1.13 0.050 359.00 g/t
Domain Hanging Wall              
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Length 1,739 1.00 0.98     0.07 2.29 m
Au 1,739 0.11 0.73 2.88 3.93 0.001 49.10 g/t
Au Capped 1,739 0.11 0.55 1.23 2.24 0.001 9.00 g/t
Ag 1,739 0.68 2.31 12.49 5.40 0.001 498.00 g/t
Ag Capped 1,739 0.70 1.75 3.07 1.75 0.001 20.00 g/t
ZONES 108 workings            
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Length 38 1.20 1.57     0.50 4.00 m
Au 14 0.51 2.08 2.94 1.41 0.009 8.90 g/t
Au Capped 14 0.51 2.08 2.94 1.41 0.009 8.90 g/t
Ag 14 2.87 3.97 3.57 0.90 0.150 11.50 g/t
Ag Capped 14 2.90 3.97 3.57 0.90 0.150 11.50 g/t
ZONES 109 dump            
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Length 426 1.00 1.13     0.15 3.00 m
Au 421 0.37 3.18 10.51 3.30 0.001 139.44 g/t
Au Capped 421 0.37 2.44 4.61 1.89 0.001 20.00 g/t
Ag 421 1.41 5.01 11.71 2.34 0.001 115.00 g/t
Ag Capped 421 1.40 3.70 5.25 1.42 0.001 20.00 g/t
ZONES 999 country rock            
  Valid Median Mean Std. Devn. CV Minimum Maximum Units
Length 77,272 1.00 1.08     0.08 30.00 m
Au 76,268 0.01 0.06 1.39 21.58 0.001 148.47 g/t
Au Capped 76,268 0.01 0.03 0.19 5.92 0.001 3.00 g/t
Ag 76,268 0.14 0.87 35.83 41.18 0.001 9098.00 g/t
Ag Capped 76,268 0.15 0.50 2.43 4.89 0.001 60.00 g/t

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Figure 14-11 Cross Section 650 Showing Veins
Cross section locations shown in Figure 10-3 (looking azimuth 40o)

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Figure 14-12 Cross Section 1830 Showing Veins
Cross section locations shown in Figure 10-3 looking azimuth 40o)

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14.3.3 DENSITY

There are 5,721 rock density measurements determined for samples from the Las Conchitas deposit from mineralized rock, and unmineralized country rock. The density measurements were subdivided based on material type, including vein and halo categories, and whether a material was oxidized, mixed oxidized or fresh (the term used by Mako for unoxidized rock). The number of and average density values by these material types are presented in Table 14-20 along with density values assigned to the block model in the column headed "Proposed Density". The proposed density for hanging wall oxide is much different from the measured density because a) the mean of the measured values are not plausible and b) there are so few samples.

Table 14-20 Descriptive Statistics of Density Data by Vein and Domain: Las Conchitas

Oxidation State Number Average Diff from
Fresh Rock		 Proposed
Density		 Units
fresh rock 3932 2.66     g/cm3
footwall 119 2.63   2.60 g/cm3
vein 161 2.63   2.60 g/cm3
hanging wall 86 2.62   2.60 g/cm3
country rock 3566 2.66   2.65 g/cm3
transition 1230 2.47 -7%   g/cm3
footwall 45 2.40 -8% 2.40 g/cm3
vein 56 2.50 -5% 2.50 g/cm3
hanging wall 39 2.35 -10% 2.40 g/cm3
country rock 1088 2.48 -7% 2.45 g/cm3
oxide 533 2.21 -17%   g/cm3
footwall 10 2.35 -11% 2.30 g/cm3
vein 5 2.55 -3% 2.40 g/cm3
hanging wall 6 2.17 -17% 2.30 g/cm3
country rock 486 2.21 -17% 2.20 g/cm3
dump 26 2.14 -11% 2.10 g/cm3

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14.3.4 CORE RECOVERY

During the first site visit, core recovery measurement methods were observed, and they were found to be done properly. At a project level, core recovery is considered average; core recovery based on domain type is presented in Table 14-21. The association of relatively high-grade mineralized veins with shear zones makes it particularly important to assess sample recovery because difficult drilling conditions and lower recoveries commonly are encountered in shear zones in general, and the mineralization at the Las Conchitas deposit specifically. Mineralized domains consistently yielded lower core recovery than the country rock.

Table 14-21 Core Recovery

Oxidation State Number Average
Core
Recovery		 Diff from Fresh
Rock		 Units
oxide 7947 73 -12% %
footwall 198 68 -14% %
vein 39 67 -18% %
hanging wall 126 72 -7% %
country rock 7584 73 -12% %
transition 50595 83 0% %
footwall 1293 79 0% %
vein 399 78 -5% %
hanging wall 1107 79 1% %
country rock 47796 83 0% %
fresh rock 145599 83   %
footwall 2658 79   %
vein 897 82   %
hanging wall 2103 78   %
country rock 139941 83   %

An analysis of gold and silver grades by core recovery for San Albino vein and halo was completed in 2020. There is little apparent relationship between gold and silver grades and core recovery except there is greater variability at or below 45% core recovery. Consequently, 32 Las Conchitas samples from with core recoveries less than 45% were coded as not usable.

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14.3.5 OTHER 3D MODELS

14.3.5.1 OVERBURDEN, OXIDE AND FRESH ROCK

Mako produced detailed drillhole logging data that include assignment of fresh (unoxidized) rock, mixed or transitional rock, and oxidized rock. These data were used by Mako to build 3D surfaces. By far, volumetrically, fresh rock dominates, the oxidized zone is thin, and the remainder is transitional. The oxidized rock extends from the surface down and is usually less than five meters thick. The top of fresh rock surface is well defined by the sulfur grades; the grades change from consistently around 0.8%S in the fresh rock to more variable grades around 0.1%S in the transition zone. The transition zone's sulfur grades are more variable and includes rock that has, based on sulfur grades alone, oxidized material. Calcium concentrations show reasonable correlation to the modeled oxidation state, with relatively high calcium grades (~0.85%Ca) in the fresh rock and low calcium grades in the transition material (~0.05%Ca). The oxidized zone has sulfur and calcium grades similar to the low-end grades in the transition zone. Figure 14-11 and Figure 14-12 show the oxidation, transition, and fresh rock surfaces.

The base of overburden was not interpreted at Las Conchitas because it was so thin so as to render it insignificant.

14.3.5.2 MINE DUMPS AND HISTORICAL UNDERGROUND WORKINGS

Mako previously interpreted a solid of the historical mine waste dumps. These interpretations were modified slightly based on data from drilling, selected trenches, and a topographic survey of the toes of the dumps. At Las Conchitas the volume of waste dumps is insignificant and likely much of the material in the waste dumps would have been mined by the report's date, though not as of June 30, 2023, the date of the topographic surface used in this model and estimate.

Mako provided Ristorcelli with 3D solids representing the historical underground workings. The volume of material mined at Las Conchitas is insignificant.

14.3.6 ASSAY CAPPING AND SAMPLE COMPOSITES

Samples were capped prior to compositing. Details of capping levels and number of samples are given in Table 14-22 and Table 14-23. Capping levels were determined considering coefficients of variation, cumulative probability plots, and outlier sample locations. Descriptive statistics of the composite samples are given in Table 14-24. Any dump sample's grade likely represents at most an ore-car size volume of material, likely less than a tonne, so a pullback was placed on the projections of the higher grades. The pullback range was short, but longer than what "an ore-car size volume of material" would be in order to compensate for those small higher-grade zones of mineralization that would not have been intercepted. 

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 Table 14-22 Capped Gold Grades and Number of Samples by Domain: Las Conchitas

Domain Au Capping
level (g/t)
Minimum*		 Au Capping
level (g/t)
Maximum*		 Number
capped
Footwall 1 7 71
Vein 10 150 19
Hanging wall 1 9 40
Country rock 3 3 208
       
Dumps 20 20 10
*depending on vein      

Table 14-23 Capped Silver Grades and Number of Samples Domain: Las Conchitas

Domain Ag Capping
level (g/t)
Minimum*		 Ag Capping
level (g/t)
Maximum*		 Number
capped
Footwall 3 100 46
Vein 20 100 45
Hanging wall 5 20 44
Country rock 60 60 43
       
Dumps 20 20 s46
*depending on vein      

Capped drillhole and channel sample assays were composited to a length of 1.0m. The composite lengths are 1.0m to support the vertical block dimension of one meter. Most sample lengths are one meter or less in the veins and halos but not all are 1.0m or less in length, so some de-compositing has also taken place. In the country rock, about half of the samples are one meter length or shorter, and about half are longer than one meter. Therefore, de-compositing was more extensive. As the country rock is largely unmineralized, with only a few discontinuous intersections with gold grades locally, de-compositing is not material to the resource estimate. 

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Table 14-24 Descriptive Statistics of Composites by Vein and Domain

ZONE 1       footwall      
  Valid Median Mean Std. Devn. CoV Minimum Maximum Units
LNGTH 2,567 1.00 0.85     0.00 1.00 m
AU 2,565 0.10 0.46 1.69 3.67 0.003 41.57 g/t
AUC 2,565 0.10 0.36 0.70 1.94 0.003 7.00 g/t
AG 2,565 0.59 2.81 46.29 16.50 0.001 1759.00 g/t
AGC 2,565 0.60 1.47 3.47 2.36 0.001 100.00 g/t
ZONE 2       vein      
  Valid Median Mean Std. Devn. CoV Minimum Maximum Units
LNGTH 1,224 1.00 0.79     0.00 1.00 m
AU 1,219 9.13 15.32 21.41 1.40 0.018 376.49 g/t
AUC 1,219 9.10 14.70 17.17 1.17 0.018 150.00 g/t
AG 1,219 12.51 20.22 22.57 1.12 0.050 359.00 g/t
AGC 1,219 12.50 20.08 22.07 1.10 0.050 359.00 g/t
ZONE 3       hanging wall      
  Valid Median Mean Std. Devn. CoV Minimum Maximum Units
LNGTH 2,020 1.00 0.85     0.00 1.00 m
AU 2,018 0.12 0.74 2.85 3.85 0.001 49.10 g/t
AUC 2,018 0.12 0.55 1.21 2.18 0.001 9.00 g/t
AG 2,018 0.68 2.37 12.41 5.24 0.001 498.00 g/t
AGC 2,018 0.70 1.79 3.04 1.70 0.001 20.00 g/t
ZONE 108 workings            
  Valid Median Mean Std. Devn. CoV Minimum Maximum Units
LNGTH 40 0.00 0.32     0.00 1.00 m
AU 18 0.09 1.50 2.02 1.35 0.009 8.90 g/t
AUC 18 0.09 1.50 2.02 1.35 0.009 8.90 g/t
AG 18 2.59 3.17 2.50 0.79 0.150 9.70 g/t
AGC 18 2.60 3.17 2.50 0.79 0.150 9.70 g/t
ZONE 109       dump      
  Valid Median Mean Std. Devn. CoV Minimum Maximum Units
LNGTH 610 1.00 0.79     0.00 1.00 m
AU 608 0.42 3.17 10.44 3.29 0.001 139.44 g/t
AUC 608 0.42 2.44 4.57 1.87 0.001 20.00 g/t
AG 608 1.41 5.00 11.62 2.32 0.001 115.00 g/t
AGC 608 1.40 3.70 5.17 1.40 0.001 20.00 g/t
ZONE 999       country rock      
  Valid Median Mean Std. Devn. CoV Minimum Maximum Units
LNGTH 85,912 1.00 0.96     0.00 1.00 m
AU 84,693 0.01 0.06 1.32 20.76 0.001 138.20 g/t
AUC 84,693 0.01 0.03 0.18 5.65 0.001 3.00 g/t
AG 84,693 0.14 0.87 33.20 38.25 0.001 9098.00 g/t
AGC 84,693 0.15 0.50 2.27 4.55 0.001 60.00 g/t

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14.3.7 GOLD AND SILVER GRADE ESTIMATION

The block model is rotated in a horizontal plane 40o clockwise, and the blocks are 2m along vein strike, by 1m vertical, by 1m across strike. Four estimates for gold and silver each were completed: polygonal, nearest- neighbor ("NN"), inverse-distance to the third power ("ID3"), and kriged. Except for the polygonal method, each of these types of estimates was run over half a dozen times, to optimize estimation parameters and provide better resource estimates.

The Las Conchitas deposit was divided into four broad estimation areas to change the search orientation and anisotropy in estimation in different portions of the deposit (see Table 14-25). The four estimation areas are based on a generalized orientation of the vein-controlling shear zones.

Table 14-25 Estimation Areas - Search Ellipse Orientations

Area Rotation Azimuth Dip
1 310o -15o
2 310o -0o
3 310o -45o
9 310o -30o

One single estimation pass was run for each of the halo and vein domains in each of the four estimation areas. The search distance was set to "fill" all blocks coded to veins and halos. About three quarters of the blocks' grade estimates were based on samples that were ≤10m away. About 5% of the blocks' grades are based solely on channel samples and 92% are based solely on drilled sample data. The areas outside modeled geologic and mineral domains were estimated in one single orientation. The maximum search distance outside the domains was 30m from composites, but with a very stringent pullback on "higher" gold grades. A minimum of two composites was required to estimate a block outside modeled domains, compared to one within domains. Estimation parameters are given in Table 14-26. 

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Table 14-26 Estimation Parameters for Gold at Las Conchitas
(for all rotations/dip/tilt and search distance values, see Table 14-25)

Description Parameter
Vein Domain
Search: type / number of samples quadrant / 2 per quadrant
Samples (minimum / maximum / maximum per hole) 1 / 8 / 2
Rotation/Dip/Tilt (variogram and searches): (see Table 14-25) varies (see Table 14-25)
Search (m): major/semimajor/minor (perpendicular) all except 60m / 60m / 15m
Inverse-distance power (except those below) 3
High-grade restrictions (grade in g/t and distance in m) San Pablo Upper and 60 / 10
Limon Upper
 
Footwall and Hanging Wall Halo Domains
Search: type / number of samples quadrant / 3 per quadrant
Samples (minimum / maximum / maximum per hole) 1 / 12 / 3
Rotation/Dip/Tilt (variogram and searches): varies (see Table 14-25)
Search (m): major/semimajor/minor (perpendicular) footwall 100m / 100m / 25m
hanging wall 75m / 75m / 18.75m
Inverse-distance power (except those below) 3
High-grade restrictions (grade in g/t and distance in m) footwall 2 / 4
hanging wall 1 / 4
Outside Domains
Samples: minimum-maximum-maximum per hole 2 / 10 / 2
Rotation/Dip/Tilt (variogram and searches): 310 / -30 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 3
High-grade restrictions (grade in g/t and distance in m) 0.15 / 3
Dumps
Samples: minimum-maximum-maximum per hole 1 / 8 / 2
Rotation/Dip/Tilt (variogram and searches): 0 / 0 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 4
High-grade restrictions (grade in g/t and distance in m) 2.5 / 4

* Effective search distances are controlled by the vein name, domain, and the number of samples per hole; the thin veins, number of samples per hole, and vein coding would restrict searches greatly and if the search distances expanded, it would be immaterial to the estimate.

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 Table 14-27 Estimation Parameters for Silver at Las Conchitas
for all rotations/dip/tilt and search distance values, see Table 14-25)

Description Parameter
Vein Domain  
Search: type / number of samples quadrant / 2 per quadrant
Samples (minimum / maximum / maximum per hole) 1 / 8 / 2
Rotation/Dip/Tilt (variogram and searches): (see Table 14-25) varies (see Table 14-25)
Search (m): major/semimajor/minor (perpendicular) all except 60m / 60m / 15m
Inverse-distance power (except those below) 3
High-grade restrictions (grade in g/t and distance in m) San Albino 50 / 10
Footwall and Hanging Wall Halo Domains
Search: type / number of samples quadrant / 3 per quadrant
Samples (minimum / maximum / maximum per hole) 1 / 12 / 3
Rotation/Dip/Tilt (variogram and searches): varies (see Table 14-25)
Search (m): major/semimajor/minor (perpendicular) footwall 100m / 100m / 25m
hanging wall 75m / 75m / 18.75m
Inverse-distance power (except those below) 3
High-grade restrictions (grade in g/t and distance in m) footwall 1.5 / 4
hanging wall 2 / 4
Outside Domains
Samples: minimum-maximum-maximum per hole 2 / 10 / 2
Rotation/Dip/Tilt (variogram and searches): 310 / -30 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 3
High-grade restrictions (grade in g/t and distance in m) 2.0 / 3
Dumps
Samples: minimum-maximum-maximum per hole 1 / 8 / 2
Rotation/Dip/Tilt (variogram and searches): 0 / 0 / 0
Search (m): major/semimajor/minor (vertical) 30 / 30 / 10
Inverse-distance power 4
High-grade restrictions (grade in g/t and distance in m) 6.0 / 4

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14.3.8 MINERAL RESOURCES

Technical and economic factors that influence the "reasonable prospects for eventual economic extraction" were evaluated. For evaluating the open pit potential, a series of optimized pits were run using variable gold prices and parameters. The engineering parameters, mining costs, and metallurgical recoveries are based on actual and current production data. The open pit mining cost was $3/t, processing cost $65/t, and G&A cost $2/t. Metallurgical recoveries of gold used in the pit optimizations were 83%, 90%, and 95% for fresh rock, transition, and oxide material, respectively. Silver was not considered in the optimizations. For evaluating the potential for underground mining, a series of stope optimizations were run at variable cutoffs and for the reporting cutoff grade an average mining cost of $144/t, processing cost of $65/t and G&A of $2/t were assumed. Because the underground resources are dominantly in fresh rock, only the 83% metallurgical recovery was applied. A gold price of US$1,750/oz was used to define the reporting cutoff grade.

Classification of the resources considered adequacy and reliability of sampling and the database, geologic understanding, results of quality control analyses, geologic complication, predictability, and apparent grade continuity. No Measured classification was assigned at Las Conchitas because this is the first estimate, drilling is generally more widely spaced than at San Albino, and vein continuity has not yet been sufficiently well defined. Workings are likely underreported but at the same time are probably not significant in volume. Table 14-28 presents the criteria for classification.

Table 14-28 Mineral Resource Classification

Description Parameter
Indicated
In domains and
Minimum holes; minimum composites; maximum distance to closest comp 3; NA; 35m
or
Minimum holes; minimum composites; maximum distance to closest comp 2; 3; 25m
or
Minimum holes; minimum composites; maximum distance to closest comp 2; 2; 15m
and
Average distance of all composites used to estimate the block <60m
and
Block is influenced more by drillholes than by channel samples
Inferred in Domains
Any block within the domains not classified as Indicated and all dumps
Inferred outside Domains
Number of composites 2
Range to closest composite (m)* 20

*Note that there is an extreme restriction limiting the projection of high grades outside the defined mineral domains

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The author has used his judgment with respect to the technical and economic factors likely to influence the "prospects for eventual economic extraction" and the estimates listed in those tables do fulfill that requirement. The Las Conchitas deposit reported mineral resources are based on potential open pit as well as potential underground mining scenarios. Table 14-13 present the estimates of the Indicated and Inferred resources at Las Conchitas.

The resources potentially minable by open pit include a 0.4m rind of dilution along the hanging wall and also along the footwall (Table 14-29). Reported vein resources includes 0.8m of dilution along the top and the bottom of the vein. Mako's production finds that they average ~0.35m in the hanging wall and ~0.5m. The calculated dilution is 0.4m on the upper and lower margins of all veins. If mining selectivity can be better than the total one meter, then the potentially minable resource will change to higher cutoff grades.

Those resources potentially minable by underground methods are presented in Table 14-30. The underground resource is that material at or above 4.0g Au/t that lies within 3.0g Au/t optimized stopes.

There are estimated resources in the historic mine dumps, all of which are classified as Inferred because of the difficulty in estimating mine dump material. These are presented in Table 14-31.

The total resources potentially minable by open pit and potentially minable by underground methods, as well as the dumps, are presented in Table 14-32. Cross sections including the block model are presented in Figure 14-13 and Figure 14-14.

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Table 14-29 All Veins in Las Conchitas Deposit: Open Pit Resources

Open Pit
All Indicated
Cutoff Tonnes MD g Au/t Oz Au g Ag/t Oz Ag
1.5 295,700 10.83 103,000 12.7 121,100
All Inferred
MD Tonnes MD g Au/t Oz Au g Ag/t Oz Ag
1.5 106,600 9.55 32,700 13.2 45,200

Note: MD is the model grade with expected mining dilution

Table 14-30 All Veins in Las Conchitas Deposit: Underground Resources

Underground
Indicated
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
4.0 75,600 14.12 34,300 15.3 37,200
    Inferred    
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
4.0 27,600 16.98 15,100 19.3 17,200

Note: BD is the block-diluted model grade

Table 14-31 Las Conchitas Deposit: Inferred Mine Dump Resources

Dumps, all Inferred
Cutoff Tonnes BD g Au/t Oz Au BD g Ag/t Oz Ag
1.0 8,300 2.39 600 3.7 1,000

Note: BD is the block-diluted model grade

Table 14-32 All Veins in Las Conchitas Deposit: Open Pit, Underground and Dump Resources

Open Pit and Underground and Dumps
Indicated
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 371,300 11.50 137,300 13.3 158,300
All Inferred
Cutoff Tonnes g Au/t Oz Au g Ag/t Oz Ag
variable 142,500 10.56 48,400 13.8 63,400

Note: Variable cutoffs are 1.5g Au/t for open pit and 4.0g Au/t for underground 

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Figure 14-13 Las Conchitas Deposit Gold Block Model – Cross Section 650
Cross section locations shown in Figure 10-3 (looking azimuth 40o)

 

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Figure 14-14 Las Conchitas Deposit Gold Block Model – Cross Section 1830
Cross section locations shown in Figure 10-3 (looking azimuth 40o)

 

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14.3.9 DISCUSSION OF RESOURCES

The exploration procedures and data derived from Mako's work are high quality and can be used to support the resource estimate. At Las Conchitas, vein correlations between holes cannot be made as confidently as at the San Albino deposit because many of the veins are not as persistent or strong, and because the current, relatively wide drill spacing does not permit it. Because of this lack of confidence with correlations, the veins are not projected as far as they might have been had the drilling been more tightly spaced. Consequently, the author believes that there is a reasonable probability that the resource will increase with additional infill drilling. While there is confidence in the present interpretations, the expectation is that more vein material will be defined within the resource area.

In several locations the author's interpretations showed more faulting offset than Mako's interpretations, which represented deformation more from folding. There are very complicated structural offsets at the Bayacun vein, which would require extensive development drilling if this were to be mined underground. The more likely open pit exploitation will recover the estimated material but accurate budgeting and scheduling will be difficult to do without more drilling. In those areas where significant offset exists, classification was dropped to Inferred. Because continuity for most of the 15 veins is not as predictable as the San Albino vein, this is the first estimate, and drill spacing is currently relatively wide, no resources are classified as Measured.

The veins of the Las Conchitas deposit are high-grade as shown in the resource tables listed above. The estimated average undiluted grade of all the veins at Las Conchitas is 16.4g Au/t. The style of mineralization is well understood. The deposits are open ended along strike and down dip.

The author observed Mako's core sampling procedures and found them to be well done with careful consideration paid to reducing sampling bias. Specific methods are discussed in Section 11.1.3. Sampling is generally done on geologic breaks with special attention given to separating quartz veins from the surrounding hanging wall and footwall zones. The Mako geologists are very good at determining general grades of the different portions of the vein, particularly those portions likely to contain very high grades versus those that are low grade. The high-grade portions of the vein sometimes were included in sample intervals that contained material that may be substantially lower grade. The resulting concealment of the high-grade limits the ability to accurately estimate the spatial extents of the highest-grade zones and creates an inherent risk in estimation.

When there was some doubt in any of the samples' reliability, they were eliminated from use. One issue with sampling that imparts some risk is the moderate core recovery; however, graphic representations of the grades from the San Albino area plotted against core recovery show effectively no differences until below around 45% recovery at which point there is high-grade variability. At Las Conchitas all 32 samples with recoveries below 45% were eliminated from use in the estimate. No RC holes were explicitly used for modeling or grade estimation because of their data not being sufficiently accurate and or potentially having some contamination; however, they were used to support minor adjustments to sectional interpretations.

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Mining dilution is an important factor for the deposits at Las Conchitas and more so than at San Albino because the veins are in some places so thin that the dilution can render them uneconomic. Mining at Las Conchitas, like at San Albino, requires detailed grade control to maintain grade. In many places the veins have visually distinct hanging wall and footwall contacts, which help with grade control. The estimated open pit resources include approximately 0.4m rind of dilution on both the hanging wall and footwall of each vein. The average dilution grade varies from almost zero to up to 0.5g Au/t, depending on whether the halo mineralization is present. In all cases, the dilution grade is taken from the estimate and is not a single grade applied globally. It is expected that dilution during underground mining will be greater because of ground conditions, shallow dip, minimum mining height, less grade control data, and therefore less control on locating hanging wall and footwall. The author is reporting full-block-diluted grades at a cutoff of 4.0g Au/t for material within the optimized underground stopes at 3.0g Au/t.

The volume of underground workings at Las Conchitas is negligible and not significant.

Clustering of data from trench sampling imparted a complication in estimation so a quadrant search section was used. The author verified reasonableness by visually comparing the interpolated grades in the block model to the mineralization domains modeled using the drilling and channel sample data and evaluating grade distributions graphically.

After the initial sectional interpretations were completed, RC drillholes with gold grades were imported. The RC drillholes did not undergo any independent auditing and the assays were done at the on site lab, at which the authors have not conducted independent checking. The purpose of importing these RC holes was to get a sense of reasonableness of the interpreted gold domains. While RC drilling distorts perceptions of this deposit because of the 1.5 or 3m sample intervals without regard for geology like vein or halo contacts, they still provide a general sense of reasonableness. And, for the most part, this study did just that. The RC holes did provide comfort that the domain models reasonably portray locations and general tenor of mineralization, except for one area on the Mina San Francisco vein where that post-model checking indicated that the vein's location is lower by about 5m than what was modeled. Mineralization around structures is classified as Inferred because of the lack of certainty of location.

Comparisons were made between 1m bench composites and the coincident blocks. For Indicated blocks, the mean was similar between the two sets of grades. The median grade was higher in the estimate indicating a distortion in the inverse-distance estimate. However, the kriged estimate was significantly different with greater distortion. The nearest-neighbor estimated grades were closer to the coincident composite grades than either the kriged or nearest-neighbor estimated grades. Comparisons were also made between coincident bench composites and blocks by sample type for a) Indicated versus Inferred material, b) inside the vein, and c) in the halos. In general, the estimates “behaved” better with core samples than around channel samples and Indicated material “behaved” better than Inferred material. The most important conclusion from this evaluation is that the highest grades are not reflected in the estimate of the halo, meaning that small high-grade zones will be encountered while mining that are not well represented in the estimate. The estimated grades in the vein more accurately reflect the coincident composites.

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The reported resources with “…reasonable prospects for eventual economic extraction” are presented in Table 14-29, Table 14-30, Table 14-31, and Table 14-32. Those resources occur at the outcrop of veins that extend downward at shallow to moderate dips. Figure 14-15 shows these relationships.

Figure 14-15 3D Perspective of Las Conchitas Grade Shells and Resource-Controlling Solids

Note: Light tan-grey is the $1,750/gold oz pit; red is the 1.5g Au/t grade shells of unclassified material; yellow shells are the underground resource (Table 14-30); looking N70W, down at 35o. Vein material outside the pit and underground shells is unclassified material..

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15.0 MINERAL RESERVE ESTIMATES (ITEM 15)

There are no Reserves at San Albino because the mine plan used to put the project into production was based on material including Inferred resources. Mako's current mine plan and mine production schedule are also based on the current mineral resource estimate including inferred material. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied that would enable them to be classified as mineral reserves.

The mine production has had good reconciliation (within 10% as of the Effective Date) with the Inferred material as well as Measured and Indicated. 

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16.0 MINING METHODS (ITEM 16)

The San Albino project is currently being mined using open pit truck and excavator methods. Current mining has totaled over 11,139,000 tonnes through September 2023. Due to having more than $90 million in aggregate revenues over the past three years, Mako is considered a producing issuer for the purpose of NI 43- 101 reporting. The current mine plan and mine production include Inferred material. Accordingly, there is no certainty that the mine plan, even though based on current operations, will be realized in the future.

Mining for the San Albino project includes the San Albino deposit and no current mine plans have been assumed for Las Cochitas. The methodology used for Life-of-Mine ("LOM") mine planning includes:

• Define assumptions for the economic parameters;

• Define geometric parameters and constraints;

• Complete Lerches Grossman pit optimizations;

• Create pit designs;

• Create dump designs;

16.1 ECONOMIC PARAMETERS

Pit optimizations and subsequent pit designs are based on the economic parameters shown in Table 16-1. 

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Table 16-1 Economic Parameters for Pit Optimizations

Mining Costs    
Waste Mining Reference Cost $/t mined 3.00
Above COG Mining Reference Cost $/t mined 3.00
Total Reference Mining Costs $/t mined 3.00
Process Based Costs    
Process Cost $/t ore stacked 65.000
Selling Cost & Credits $/t ore stacked 2.00
G&A $/t ore stacked 2.00
Total Ore Based Costs $/t ore stacked 69.000
Other Economic Parameters    
Au Price US$/oz 1,750
Au Oxide Recovery % 95.0%
Au Mixed Recovery % 90.0%
Au Sulphide Recovery % 83.0%
Ag Oxide Recovery % 60.0%
Ag Mixed Recovery % 55.0%
Ag Sulphide Recovery % 50.0%
Average Au Rec % 89.3%

While silver is not a large contributor to the San Albino project economics, a $25/oz Ag is used for mine planning.

16.2 CUTOFF GRADES

As per Section 14.2.8, the resource is presented as a diluted vein with a 0.5m rind along the hanging wall and footwall. Effectively, all estimated vein material is above cutoff so all vein material and the 1m of total dilution is mineable.

16.3 GEOMETRIC PARAMETERS

Geometric parameters include slope parameters which are shown in Table 16-2. A 40° inner-ramp angle was used for pit optimizations. Table 16-2 also shows the design parameters used for waste rock storage facilities.

Table 16-2 Slope Parameters

Location Bench Width (Meters) Face Angle (DD) Bench Height overall angle (DD) Road Width (Meters)
South WRD 9 32 10 2.5:1 or 21.3545 10.8 m
Arras Pit 3.5 45 6 South 29.826 West 29.994 North 28.685 13.7 m
West Pit 3.5 45 6 West 31.069 North 25.975 East 31.446 9.8 m
Southwest Pit 2.25 45 6 North East 34.25 North West 34.4613 South West 28.1438 13.2 m

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No property boundary constraints were used for pit optimization process.

16.4 PIT DESIGNS

Pit designs were created for the San Albino deposit and used in the LOM plan. The ultimate pit designs and waste rock storage facilities are shown in the general arrangement drawings in Figure 16-1 The ultimate pit design consists of West Pit, Southwest Pit and the Arras Pit. The LOM plan includes a single Waste Rock Dump ("WRD") design as the South WRD.

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Figure 16-1 San Albino Ultimate Pit General Arrangement

 

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16.4.1 IN-PIT RESOURCES

Total San Albino in-pit resources include Measured, Indicated, and Inferred Resources as shown in Table 16-3.

Table 16-3 San Albino In-Pit Resources

    Arras Naranjo Southwest West Total San
  Units Pit Zone Pit Pit Albino
Measured k Tonnes 8 3 5 63 78
g Au/t 11.50 3.79 3.92 11.54 10.76
  k ozs Au 3 0 1 23 27
  g Ag/t 18.50 11.79 9.03 23.59 21.72
  k ozs Ag 5 1 1 47 55
Indicated k Tonnes 24 1 4 17 46
g Au/t 7.94 4.60 5.65 14.03 9.93
k ozs Au 6 0 1 8 15
  g Ag/t 13.04 12.42 10.06 26.74 17.87
  k ozs Ag 10 1 1 15 26
M&I k Tonnes 31 4 9 80 124
g Au/t 8.81 4.03 4.67 12.07 10.45
k ozs Au 9 1 1 31 42
g Ag/t 14.37 11.97 9.48 24.26 20.30
 
  k ozs Ag 14 2 3 62 81
Inferred k Tonnes 1 30 57 12 99
  g Au/t 3.45 9.69 10.28 9.77 9.96
  k ozs Au 0 9 19 4 32
  g Ag/t 7.58 14.73 14.41 17.81 14.82
  k ozs Ag 0 14 26 7 47
Waste k Tonnes 1,097 1,287 2,712 1,748 6,844
Total Tonnes k Tonnes 1,130 1,320 2,778 1,839 7,067
Strip Ratio (MI&I) W:O 33.88 38.00 41.34 19.15 30.67

16.4.2 ACTUAL MINE PRODUCTION

San Albino mine production started September 1, 2021. This production, through September 2023, totals over 11,139,000 tonnes with 401,000 tonnes of material from pits and 90,000 of historic dump material sent to the mill. Table 16-4 summarizes actual mining through September 2023.

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Table 16-4 San Albino Actual Mine Production

        2023  
Mine Production Units 2021 2022 (Through Sept) Total
Above COG tonnes 60,440 199,977 141,423 401,840
  g Au/t 11.20 6.77 6.56 7.36
  ozs Au 21,766 43,519 29,839 95,124
  g Ag/t 20.77 13.77 13.81 14.83
  ozs Ag 40,360 88,518 62,780 191,659
Waste Mined tonnes 970,983 5,424,417 4,341,838 10,737,238
Total Mined tonnes 1,031,423 5,624,394 4,483,261 11,139,078
Strip Ratio W:O 16.07 27.13 30.70 26.72

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17.0 RECOVERY METHODS (ITEM 17)

17.1 SUMMARY

The process plant at San Albino incorporates a conventional processing flowsheet that is well proven in industry. The flowsheet includes: crushing, grinding, gravity recovery, ICU for gravity gold recovery, CIL cyanide leach, carbon desorption and regeneration, cyanide detoxification, filtering and dry stacking of leach tails. Doré bars are shipped off site for final refining. A copy of the plant flow sheet is given in Figure 17-1.

17.1.1 CRUSHING

Run-of-mine (ROM) ore from the mine is stockpiled in front of the crusher in various stockpiles depending on gold grade and the preg-rob potential of the ore. The ore from the stockpiles is blended to control the gold grade and preg-rob potential of the feed material.

A front-end loader feeds the blended ROM ore to a 24 X 36 jaw crusher. Crusher discharge is conveyed to a double deck vibrating screen. The oversize from both the top deck (1in. opening) and bottom deck (1/2in. opening) reports to a 4.25ft standard cone crusher for further crushing. The screen undersize from the bottom deck reports as final product. The discharge from the cone crusher is combined with the jaw crusher discharge and returns to the double deck screen. The final crushed product, at approximately 80% passing 3/8in., reports to a crushed ore stockpile. The crusher throughput rate averages 75tph to 100tph during the dry season with throughput rate reduced during the rainy season.

17.1.2 GRINDING

The grinding circuit includes two identical ball mills (9ft 6in. diameter X 17ft long, 700 hp) with one mill operating and the other in stand-by mode. Ore is reclaimed from the crusher ore stockpile using a mill feed conveyor with each mill having a dedicated feeder and feed conveyor. Process water, cyclone underflow, and new feed are added to the mill to achieve a mill density of approximately 70% solids. A portion of the mill discharge is sent to the gravity circuit with the balance of the mill discharge combined with gravity circuit tail are pumped to a bank of three 10in. cyclones (two operating, one spare). The cyclone overflow is ground product and reports to a 7m diameter pre-leach thickener and the underflow is returned to the mill for further grinding. To control pH in the CIL leach circuit, an automated lime feed-screw conveyor is used to add lime from the lime storage silo to the operating mill feed conveyor. Approximately 800kgs of 3in. steel grinding balls are added to the mill each day to maintain the required ball charge.

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Figure 17-1 San Albino Mill Flowsheet

 

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17.1.3 GRAVITY AND ICU

A portion of the ball mill discharge is pumped to the gravity recovery circuit. This portion can be changed by making an adjustment in the mill discharge launder directing more or less flow to the gravity circuit. The gravity circuit feed is first passed through a magnetic separator to remove any ball chips present then passed over a screen deck with 2mm openings. The screen oversize is returned to the cyclone-feed pump box and the screen undersize is fed to the operating XD20 Knelson concentrator. The tails stream from the concentrator returns to the cyclone feed pump box with the concentrate periodically flushed from the concentrator and sent to a concentrate holding tank. At the end of each shift the concentrate holding tank is transported to the refinery in preparation for Intense Cyanidation.

Each day, the concentrate from two holding tanks is transferred to the Acacia CS500 leach reactor. A leach solution is mixed containing strong cyanide (approximately 25,000ppm NaCN), high caustic concentration (3%), and Leach Aid, a proprietary leach catalyst, and is leached for 20 hours. After leaching, the concentrate is pumped to the CIL circuit. The precious metals are recovered from the pregnant leach solution using a dedicated electrowinning cell. The precipitate is periodically collected from the electrowinning cell, smelted and poured into doré bars.

17.1.4 THICKENING AND CIL LEACH

Cyclone overflow passes over a trash screen to remove any wood chips and other trash present in the slurry and flows by gravity to the pre-leach thickener. The thickener overflow is clear solution and reports to a process solution tank for use throughout the plant.

The thickener underflow, thickened to 45% solids, is pumped to the first of five CIL tanks (approximately 36 hours total leach retention time) where cyanide is added to begin leaching. The slurry flows by gravity through each of the five agitated tanks in series. Each tank contains 40gpl activated carbon to adsorb the leached gold. Sparge air is added to each tank to improve cyanide leach kinetics. Each of the tanks also has a carbon- retention screen to allow the slurry to flow to the succeeding tank and ensuring the carbon remains in the tank. Periodically the carbon is pumped upstream counter-current to the slurry flow with carbon from the first CIL tank pumped to the carbon desorption/regeneration circuit. Regenerated and fresh carbon is added to the fifth CIL tank to replace the carbon removed for desorption. The slurry exiting the fifth CIL tank represents leached slurry and considered circuit tails.

17.1.5 CARBON DESORPTION AND REGENERATION

The loaded carbon is pumped over a carbon washing screen with the slurry returned to the first leach tank and the washed carbon sent to the acid wash vessel. When the acid wash vessel is full, the carbon advance pump is shut down and the carbon in the vessel is rinsed with water. HCl is added to water in the dilute-acid tank to make a solution of pH 1.5 to 2.0. The acidic solution is circulated through the carbon for three to four hours to remove the carbonate scale that has accumulated on the carbon in the CIL tanks. After the acid wash is complete and solution is neutralized with NaOH, it is returned to the CIL circuit. The washed carbon is transferred to the strip vessel. 

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The precious metals are removed from the carbon in the strip vessel by pumping solution containing 2.5% NaOH through the carbon at 140oC for 8hrs. The strip solution is mixed by adding NaOH to fresh water in the barren-solution tank. This solution is pumped through a heat exchanger to pre-heat the solution then through a series of direct-heat solution heaters (two operating, one stand-by) to achieve the140oC before being introduced into the bottom of the strip vessel. The solution is kept under pressure to prevent boiling. The pregnant strip solution exits the top of the strip vessel and is routed through the opposite side of the heat exchanger, which is preheating the solution, to initially cool the solution, then through a heat exchanger with water on the other side to cool the solution to below boiling. The cooled solution then reports to an electrowinning cell (one operating, one stand by) where the gold is removed from solution. The solution then returns to the barren tank to be circulated back through the process.

After the carbon stripping is completed, a portion of the carbon is pumped to a kiln feed tank and the remainder of the carbon is returned directly to the fifth CIL tank. The carbon is dewatered and processed through the kiln at 750oC for one hour. The elevated temperature in an atmosphere devoid of oxygen removes the organic materials (lubrication oil, etc.) that were adsorbed on the surface of the carbon. The discharge from the kiln is screened to remove the carbon fines and returned to the fifth leach tank. In addition, new carbon is also added to supplement the carbon returning to the system to make up for the fines being generated throughout the process. The carbon fines are bagged and stored on site. A couple times a year the fines are shipped off site for processing. Approximately 75% of the carbon that is stripped is routed through the kiln.

The removal of carbonate material in the acid wash step before stripping and the removal of organics in the kiln improve the carbon activity allowing the carbon to more effectively adsorb gold from solution, leading to improved metal recoveries. The San Albino carbon handling circuit is sized to process two tonnes of carbon per batch and can process approximately 1.5 batches per day.

17.1.6 CYANIDE DETOXIFICATION

The leach tails slurry exits the final leach tank and flows by gravity to the cyanide detoxification tank. The free cyanide is reduced to environmentally safe concentrations using the SO2/Air process. The process calls for a large volume of air to be added to a very vigorously agitated tank. Sodium metabisulfite is added, along with NaOH for pH control, to treat the cyanide. Copper sulfate is added, if needed, to maintain reaction kinetics. The slurry retention time in the cyanide detoxification tank is two hours. 

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The slurry reports to an arsenic treatment tank following cyanide detoxification. Ferric sulfate is added to the slurry to form an insoluble arsenate solid to reduce the arsenic concentrations in solution to below environmental permit requirements.

17.1.7 SLURRY FILTRATION AND TAILS DEPOSITION

The arsenic treatment tank discharge report to the tails thickener (identical to pre-leach thickener). The underflow from the thickener (55% to 60% solids) is pumped to a filter press surge tank. The overflow from the thickener is pumped to a process solution tank to be reused as needed throughout the plant.

The thickened slurry is pumped from the surge tank to a filter press to remove additional water and produce a dry solid that is conveyed to thetailings storage facility ("TSF"). The solids are stacked and compacted in the TSF per facility design. The solution removed by the filter press reports to a process solution tank to be reused throughout the plant.

17.1.8 REFINERY

Precious metals are recovered in the two electrowinning circuits: Intense Cyanidation, and carbon stripping. The metal is precipitated from solution in both circuits. The precipitate is treated identically but kept separate for accounting purposes. In both instances, the precipitate is washed from the cathodes with a pressure washer and washed into a filter press to be dewatered. The precipitate is transferred from the filter press to the mercury retort oven for drying and to remove any mercury present. After eight hours in the retort, furnace fluxes are mixed with the dried precipitate and smelted in an induction furnace. The poured doré bars are stored in a safe located within the refinery until the security contractor transports them to Managua for shipment to the Asahi refinery in Salt Lake City.

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17.2 PRODUCTION

The San Albino mill has been in continuous operation since the second quarter of 2021. Table 17-1 shows the mill production on a quarterly basis.

Table 17-1 Quarterly Mill Production

  2021 Q2 2021 Q3 2021 Q4 2022 Q1 2022 Q2 2022 Q3 2022 Q4 2023 Q1 2023 Q2 2023 Q3
Feed tonnes 16,246 33,441 38,313 46,869 49,332 44,452 49,204 49,675 54,284 51,578
Feed grade,
g/t		 12.52 8.25 9.01 7.20 7.30 7.82 7.55 6.34 5.25 6.63
Feed ounces 6,539 8,872 11,102 10,843 11,576 11,172 11,937 10,119 9,157 10,997
Recovered
ounces		 6,300 8,239 10,291 9,280 8,630 8,598 9,882 8,347 6,563 8,506
% recovery 96.3% 92.9% 92.7% 85.6% 74.5% 77.0% 82.8% 82.5% 71.7% 77.4%
% mill
availability		 68% 85% 82% 87% 92% 94% 95% 94% 95% 94%
average tons
per day		 460 429 507 596 589 512 563 587 627 598

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17.3 CONSUMPTION OF WATER, ENERGY AND OTHER CONSUMABLES

17.3.1 FRESH WATER CONSUMPTION

The San Albino mine is permitted to pump at total of 7,655m3 of water from the Jicaro River each month. The permit requires the mine to document the water consumption each month and report this to the government on an annual basis. Figure 17-2 shows the monthly fresh-water consumption since the mill started up.

Figure 17-2 Fresh Water Consumption

17.3.2 ELECTRICAL POWER CONSUMPTION

All electrical power used in the process area is generated on site. A total of four diesel powered generators are on site with two operating at all times and a third one started during peak demands such as mill start-up. Each of the four generators are rated at 1000kW with a recommended peak capacity of 910kW to prevent possible equipment damage. The average power consumption during normal operation is 700 kW from each of the two generators operating under normal conditions. Each generator consumes approximately 50gal of diesel each hour of operation.

17.3.3 CONSUMPTION OF REAGENTS AND OTHER CONSUMABLES

A list and quantity of consumable items used at the plant is given Table 17-2.

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Table 17-2 Consumables Consumptions

Item Consumption (kg/t milled)
Steel balls 1.79
Sodium cyanide 1.28
Floculant 0.11
Caustic soda 0.91
Hydrochloric acid 0.42
Lime 2.27
Activated carbon 0.35
LPG gas 1.09
Antiscalant 0.005
Copper sulfate 0.05
Sodium metabisulfite 1.80
Borax 0.0350
Soda Ash 0.0156
Silica 0.0274
Fluorspar 0.0009
Nitre (KNO3) 0.0030
Leach Aid (Kg/l solution) 0.0029

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18.0 PROJECT INFRASTRUCTURE (ITEM 18)

18.1 OVERVIEW

The main infrastructure supporting the operation of the San Albino mine is located near the mill facility with a few installations located near operating mine pits and ore stockpiles. Figure 18-1 shows the overall San Albino site plan. Figure 18-2 shows details of the plant site.

18.2 SITE ACCESS

Site access to the mine is provided through the guard gate shown in Figure 18.1. The guard gate has radio and telephone communication with the entire mine site and is continually manned.

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Figure 18-1 Overall San Albino Site Plan

 

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Figure 18-2 Detail Plan of San Albino Process Facility

 

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18.3 PRIMARY INFRASTRUCTURE

The primary components of the site infrastructure include:

18.3.1 POWER GENERATION

The portable generators, described in detail in section 17.3.2, are located within the plant site area and supply all electrical power for the entire mine site.

18.3.2 ASSAY LAB

An assay lab is located within the process plant area. The lab is equipped to complete 150 to 200 fire assays each day in support of mine and milling operations. The lab also has an AA machine for solution analysis and an ICP for any special sample analysis required in support of the operation.

18.3.3 COMMUNICATION

A communication tower located on top of the hill behind the process facility receive internet services and cell phone coverage from Claro and Tigo . The site has cell phone coverage and internet derived from a local tower. The site has installed numerous cameras to monitor the entire process area. These cameras were initially installed to assist with construction to alleviate many restrictions due to Covid regulations. They have remained in service during operations and are used extensively to monitor all aspects of the operation.

18.3.4 DIESEL STORAGE

Two diesel storage tanks are located in the process area to store diesel for the entire site. The tanks are located within a containment area to prevent any spills from escaping into the environment.

18.3.5 WEATHER STATION

A weather station is located adjacent to the main office building in the process area. The station monitors rainfall, daily high and low temperature, evaporation rate, and includes dust monitoring.

18.3.6 CLINIC

A medical clinic is located in the process plant area. The clinic has a medical doctor available to treat mine employees as needed. In addition, industrial related care (e.g., hearing tests and eye tests) is available at the clinic as well as any required PPE. 

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18.3.7 STORAGE OF BLASTING SUPPLIES

The powder magazine and blasting caps are stored in separate containers near low-grade stockpiles. Both containers are fenced and have a person guarding the two containers 24hrs/d seven days a week to prevent access by unauthorized personnel.

18.3.8 MINE WASTE DUMPS

Mine waste dumps are located near operating pits to reduce the haulage distance as much as possible. Figure 18-1 shows one waste dump located near the low-grade stockpiles.

18.3.9 ORE STOCKPILES

Ore from the pit is hauled to either the high-grade stockpile area near the crusher to be processed within days of delivery or to the low-grade stockpile area located a short distance from the crusher stockpile area to be processed as needed. Ore is segregated by weathered/fresh and preg-rob potential in both stockpile locations to allow for ore blending to maximize mill performance.

18.4 TAILINGS STORAGE FACILITY

The tailings storage facility ("TSF") is located southwest of the processing facility. The facility is designed for dry stacked tails and is fully lined with a 60 mil high density polyethylene ("HDPE")liner. The tails from the plant are filtered and delivered by conveyor to the storage facility. A wide-track D6 dozer is used to distribute the tails in thin lifts across the facility. A drainage system of perforated HDPE pipe is located on top the liner under the tails to assist with draining water away from the facility as needed. Water from this line reports to the contact water pond located just north of the storage facility. To date, this drainage system has only had a small stream of water during the rainy months and is completely dry for the remainder of the year.

The facility was designed to store 1.87 million tonnes of mill tails. It was designed to be constructed in three stages with the first stage completed before the mill was started in the second quarter of 2021. The second and third stages are fully designed and permitted and is yet to be scheduled as additional storage capacity is required. Through October of 2023, 434,000 tonnes of tails had been deposited in the storage facility.

The north end of the facility is a structural component that requires the addition of waste rock along with dry tails and compaction to ensure structural integrity. Several tests on material placed in the TSF meet or exceed the level of compaction required by the design. The stored tails are monitored for vibration and movement on a continuous basis per design requirements. 

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18.5 WATER MANAGEMENT

Fresh water is pumped from the Jicaro river to the raw water tank on top of the hill overlooking the process plant and tailings storage facility. The raw water tank has two separate discharge lines that flow by gravity to the process facility. One line, located about 1.5m above the bottom of the tank, supplies all fresh water required to operate the mill. The second line, located at the bottom of the tank, is dedicated to fire water service. The two lines are at different elevations in the tank to maximize the volume of water available to fight fires.

Rainfall that comes in contact with the process facility or tailings storage facility cannot be discharged directly to the Jicaro River without being treated. Several diversion channels have been constructed around the process area the tailings facility to divert as much rainfall as possible around the process area and directly to the Jicaro River. The rain that cannot be diverted is collected in the contact water pond located northwest of the process facility. This water is used as make-up water in the mill in place of fresh water to minimize site fresh-water consumption.

The site has no potable water treatment facility on site so bottled water is used to meet all potable water requirements.

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19.0 MARKET STUDIES AND CONTRACTS (ITEM 19)

19.1 MARKETS

The San Albino operation ships doré bars containing gold and silver to Asahi Refining in Salt Lake City for final refinement. The company sells the gold and silver at the daily market spot price on the day of shipment.

19.2 CONTRACTS

The San Albino property has a number of contracts for the supply of products and services. These contracts are for varying time frames and are awarded through a bidding process to ensure favorable contract terms for the mine. A list of the contracts the mine is working under currently is shown in Table 19.1. The contracts are all within the Nicaraguan industry norms.

Table 19-1 Active Contracts

Product Supplier
Earth movement Roberto Jose Quiñones
Drilling and boring Explotec Nicaragua
Reverse circulation drilling Kluane
Diamond drilling and reverse circulation contract Continetal Drilling
Construction of new reagents warehouse Construcciones Medina
Diesel fuel transportation for process plant Roberto Jose Quiñones
Supply of activated carbon KANINS
Physical security services contract C & B Security
Precious metals trading StoneX Group Inc.
Refining agreement Asahi Refining USA, Inc.
Permanent tax advisory services Price Waterhouse Corp.
Corrosion inhibitor Ecoquimica
Sandblasting, painting, de-installation and re- installation of gratings - process area Sergio Marin Vasquez Real
Contract for the construction of a new reagents warehouse-Detox Juan Luis Medina Ruiz
Camp N° 1 (Exploration) Donald José Larios Quezada

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Product Supplier
Jicaro Community Clinic Amelia del Carmen Mejía Alvarez
Geology staff camp Glenda Suyapa Marín Martínez
Warehouse N° 4 (Nuclei Warehouse) Allan Jafet Salinas Aguilar
Parking of vehicles, machinery and equipment José Ramón Hernández Aguilera
Camp N° 2 (Casa Blanca) office and rooms Donald José Larios Quezada
Camp N° 3 (Rooms For Company Personnel) Carmen Patricia Hernández Marín
Electric generator plant for supplying camp N°2 Marcos Tulio Aguilar Bustamante
Contract Modulo 4J, 4I and 4 A and B, offices Managua Invenio, Sociedad Anónima
(Gilda del Carmen Jerez Arguello)

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20.0 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT (ITEM 20)

20.1 ENVIRONMENTAL STUDIES AND KNOWN ENVIRONMENTAL ISSUES

Information for this section was sourced from two project permitting documents, the Environmental Impact Statement prepared and submitted in 2016 for construction and operation of the San Albino mine (Nicoz Resources, 2016), and the Environmental Impact Statement prepared and submitted in 2023 for development and mining of the Las Conchitas deposit (Nicoz Resources, 2023).

20.1.1 CLIMATE

Climate studies were based on data from the Ocotal climatic station belonging to the meteorological network of the Nicaraguan Institute of Territorial Studies (INETER), which is located 27.5 km southwest of the western limit of the Jícaro basin.

20.1.1.1 PRECIPITATION

Mean annual precipitation in the period 1971 to 2000 varies between 1440.3 mm in the Jalapa zone and 822mm at the Ocotal station. The average precipitation at the El Jícaro station reaches 1,240 mm. The months of January to April and November to December are the ones with the lowest precipitation for all stations in Nueva Segovia, while the months with the highest precipitation occur from May to October. There are two well- defined climatic seasons. The first is the rainy season that begins in May and ends in October, where the average monthly rainfall exceeds 70 mm. The second is the dry season, where the sporadic rainfall may occur, but in general, there is no rain during this period, or only occasionally. Precipitation increases from May to June, in July and part of August there is a reduction. Subsequently, from August to October, there is a gradual increase in this variable. The maximum monthly rainfall occurs during October.

20.1.1.2 TEMPERATURE

The average annual temperature of the Ocotal station is 24.60° C. The maximum temperature occurs in the month of April with an average of 26.83° C, which coincides with the last month of the dry period and the beginning of the rainy season. The average temperature gradually increases from January until it reaches its peak in April, and progressively decreases until December.

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20.1.1.3 EVAPOTRANSPIRATION

Potential evapotranspiration (ETP) was calculated through the Hargreaves method, using temperature data from the Ocotal station with a 15-year data series. The annual potential evapotranspiration was calculated at 2118.11 mm. Evapotranspiration increases from January to April, then it begins to descend progressively until December, whose value is the minimum of the year.

20.1.2 SOILS

The edaphic characterization of the area of the project area was carried out through the primary and secondary collection of information. Field sampling was carried out through the collection of surface samples at a depth of 20 and 40 cm, with the use of an auger. The ranges of values obtained for the pH of the sampled soil range from 5.4 to 6.9. The predominant texture of the soils studied was clay-sandy loam. By criteria of the USDA texture triangle classification of soil textures, the average for the project on 22-21-55, which classifies the soil as a medium soil type, between clay and sandy, with medium fertility, an average capacity for erosion, an average capacity for water infiltration, and an average capacity for mineralization of organic matter.

20.1.3 HYDROLOGY

Nicoz Resources has carried out hydrological studies covering the project area. The area under study has an area of 605.34 km2, with a perimeter of 158.81 km. Its centroid is located at UTM coordinates WGS 84 589105E and 1527455N. The surface water harvesting site used for the project is located at UTM coordinates WGS 84 597897E and 1513620N, and rises above sea level to 496 m. This is a surface intake on the El Jícaro River, in the lower part of the study area.

The compactness coefficient or Gravelius index calculated for the study area is 1.82, which classifies the basin as rectangular to highly lobed. The area under study tends not to concentrate large volumes of water at its exutory point.

The drainage density of the study area was estimated to be 1.36 km/km2. A low drainage density reflects a poorly drained basin with a very slow hydrologic response.

The study area is dominated by slopes classified as steep (30 - 60%), extending over an approximate area of 252.10 km2, equivalent to 41.65 % of the total area under study. Slopes between 15% and 30% (undulating) occupy 29.66% of the total area under study, occupying approximately 179.51 km2. Slopes classified as moderately undulating (5 - 15%) and flat to nearly flat account for 18.64% and 9.28% respectively. Very steep slopes (> 60%) occupy an area equal to 4.75 km2, equivalent to less than 1% (0.79%). The maximum slopes are located to the northwest of the centroid of the area under study, on the Dipilto and Jalapa mountain ranges, on the border between the Republic of Nicaragua and Honduras. The concentration time of the study area using the Giandotti method was estimated 592.45 minutes. The lag time of the study area is estimated at 355.47 minutes. 

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In May, potential evapotranspiration is higher than actual evapotranspiration (ETR), creating a water deficit. In contrast, in the month of June the precipitation is greater than the ETR, which causes the storage of water in the soil, infiltration to groundwater, and subsurface runoff. During the months of July and August, precipitation is lower than potential evapotranspiration, resulting in the use of the water reserve in the soil. From September to October, precipitation is again greater than actual evapotranspiration and there is water storage in the soil and production of water surpluses. From November to December, the actual evapotranspiration is greater than precipitation, so the consumption or use of the water reserve in the soil occurs. Once the water reserve in the soil has been exhausted, from January until June there is a water deficit.

20.1.4 PHYSIOGRAPHY

The project is located in the Central-North Physiographic Province, southeast of the Dipilito Cordillera and west of the Isabelia Mountain Range. The topographic elevations of this province vary from 200 to 1500 m.a.s.l.. Locally, the relief is characterized by a set of denudational hills and hills, gently undulating hills of low to medium height (500-100 m.a.s.l.) with moderate slopes and dendritic drainage dissections.

20.1.5 SEISMICITY

According to seismic zoning (Nicaraguan National Construction Regulations, 2007), the San Albino project is located in the central strip of the country, corresponding to seismic zone B, which has a seismic acceleration a0 of 0.2, limited to the west to the Pacific coast by seismic zone C with a value of a0 equivalent to 0.3; while the strip located to the east of the Caribbean coast called seismic zone A has an a0 value of 0.1. The occurrence of intermediate earthquakes, with depths between 30 and 100 km, are spatially distributed in the subduction zone, showing greater seismicity in the Central and Northwest part.

20.1.6 VEGETATION

A flora census and forest inventory was conducted. Terms and definitions of the World Forest Resources Assessment (ERA) 2005 (FAO 2005) were used to classify ecosystems.

20.1.6.1 ECOSYSTEM CLASSIFICATION

The zones found within the area of the project area are: Other Silvopastoral Agroforestry Lands 69.21 %, this use covers the highest percentage of area, followed by Secondary Thin Broadleaf Forests with 28.46 % and with a minimum percentage of Natural Tree and Shrub Lands (Tacotales) with 15.02 %. 

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Silvopastoral agroforestry lands are highly anthropized due to use for agriculture and livestock grazing. Despite the deterioration, it preserves a moderately diverse flora, presenting 12 registered species with average diameters of 22.6 and height of 8.5. Among the most representative species are Jiñocuabo (Bursera simarouba) and the royal lemon (Citrus limón)

Lands with trees and shrubs are the second most diverse ecosystem and are mostly distributed in areas bordering sparse secondary forests and in small fragments of areas abandoned after some agricultural or other subsistence use. This ecosystem is of moderate tree richness with only 5 species present, dominated by Jiñocuabo (Bursera simarouba) and Nancite (Byrsonima crassifolia).

The sparse secondary forest is the least diverse of the ecosystems, the tree population has 5 species recorded, the most abundant and representative species is Nancite (Byrsonima crassifolia).

In the project area, a total of 22 tree species with a diameter ≥10 cm of DAP 1.30 m were found, grouped into 15 botanical families. The seven predominant species are, in descending order: Nancite (Byrsonima crassifolia); Lizard (Zanthoxylum belicense); Royal Lemon (Citrus lemon); Palo de Piedra (Homalium trichostemon); Black Guanacaste (Enterolobium cyclocarpum); Guácimo ternera (Guazuma ulmifolia); and Jagua (Genipa americana, L.).

20.1.6.2 CONSERVATION STATUS, PROTECTED AND THREATENED FLORA

Conservation statuses were defined by reviewing the updated lists of the Convention on International Trade in Endangered Species of Wild Flora and Fauna "CITES" and the list of prohibited species according to Law 585. None of the species existing in the study area are on the list of these conservation and protection instruments. Two species in the project area are registered as IUCN Protected Species: Zanthoxylum belicense in danger of extinction; and Carica papaya with decreasing conservation status DD.

20.1.7 FAUNA

20.1.7.1 REPTILES AND AMPHIBIANS

Fauna census shows that in the project area the reptile and amphibian group is represented by: 8 families, 9 genera, and 9 species. The most abundant species observed is Aspidoscelis deppii (lizard), followed by Sceloporus squamosus (pichete) and Bufo valliceps. The species Ctenosaura similis, Boa constrictor, is present and enjoys national protection through the National Partial Closure system, (VPN- Ministerial Resolution No. 12-2021). The species of Boa is also found in Appendix II of CITES. The species is strongly threatened, although it is not yet in danger of extinction, therefore, its use and breeding in captivity must follow all the guidelines established in national environmental regulations. 

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Of the 8 species identified, 5 are in Mild Threatened Status (LC) and two are not assessed (NE) by IUCN.

20.1.7.2 MAMMALS

Mammals in the project area comprise: 10 species, 10 genera grouped into 9 families. The species Sciurus griseus and Mus musculus were the most abundant, followed by the species Didelphis virginiana.

According to the registry of species in the area, Sphiggurus mexicanus was found, which is currently in Appendix III of CITES, this means that the species is not in danger of extinction, but could be depending on the measures taken or not for its protection. This species is very prone to death from being run over on roads and highways. The species, Dasypus novemcinctus, is under a partial national ban (NPV) due to pressure from poaching for human consumption.

Of the species recorded, 7 are in the latest edition of the IUCN Red List 2019, version 30, with Mild Threat (LC) status and the species Mus musculus, which is not yet assessed (NE) by the IUCN.

20.1.7.3 BIRDS

The flying fauna is the most diverse group in the project area in terms of number of species and individuals. Taxonomically they are grouped as follows: 12 families, 14 genera, and 14 species. The species of Coragyps atratus is the most abundant, followed by the zanate (Quiscalus nicaraguensis), followed by the species Common Guis (Pitangus sulphuratus.

From the group of birds, 4 species are listed in conservation status Indefinite National Ban (VNI) (Sarcoramphus papa, Brotogeris jugularis, Accipiter superciliosus, Quiscalus nicaraguensis) according to Ministerial Resolution No. 12-2021. The species Brotogeris jugularis, Accipiter superciliosus are listed in Appendix II of CITES, this includes species that are not endangered (threatened) but are at risk of becoming so if their trade is not controlled. The zanate (Quiscalus mexicanus), despite being a fairly common species in the different mostly open ecosystems throughout the national territory, enjoys national protection status under Ministerial Resolution No. 12-2021, this means that the habitat of this bird species must be protected and safeguarded, because its habitat is strongly threatened by different types of anthropic pressures, mainly due to the change in land use caused by different productive purposes.

20.1.7.4 CONSERVATION STATUS, PROTECTED AND THREATENED FAUNA

Of the total number of species present in the project area, 4 are in Appendix II and III of CITES. These species have commercial value, but their commercialization is restricted, although they are not in danger of extinction. 

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20.1.8 SUMMARY STATEMENT ON ENVIRONMENTAL ISSUES THAT COULD MATERIALLY IMPACT DEVELOPMENT OF MINERAL RESOURCES

No environmental issues were identified that would impact Mako's ability to develop the Mineral Resources at the San Albino Project. Mako has obtained all necessary permits to construct and operate the San Albino mine and has been mining

since 2021.

The project area is located distant from the Serranía Dipilto Jalapa Nature Reserve (17 km) and the Cerro Kilambe Nature Reserve (38 km). The project activities will not cause any impact on the protected areas.

The San Albino mine operating plan includes appropriate mitigation to allow for development in accordance with Nicaraguan environmental laws.

20.2 WASTE AND TAILINGS DISPOSAL, SITE MONITORING, WATER MANAGEMENT, ENVIRONMENTAL MANAGEMENT PLANS

20.2.1 TAILINGS STORAGE FACILITY

The tailings are deposited in a dry stack tailing storage facility ("TSF"). Prior to transport to the tailings storage facility a filter press removes 80% of the moisture from the process tailings. The dry material produced by the filter press is transported and deposited in the TSF, which is underlain by an impermeable membrane over which a drainage system was constructed. The drainage system of the tailings dam has the function of collecting the infiltration and runoff water in the tailings. The system is composed of a network of HDPE pipes (perforated and non-perforated) distributed under the stored tailings and a drainage blanket consisting of gravel and a geomembrane protection material in addition to a geocomposite to optimize drainage to the piping system. The main drainage system consists of 8" diameter pipes and the secondary network consists of 6" diameter pipes in addition to the geocomposite (SiteDrain). Solutions collected are contained within the process flow circuit.

To prevent contamination of surface water that could then infiltrate to groundwater, all surface storm flows around the TSF are captured through drainage channels around the perimeter of the area, the channels include water velocity dissipators and filters that mitigate any current force and corresponding sediment drag. A trapezoidal cross-section interceptor channel captures the waters flowing towards the tailings storage facility, preventing this water from flowing into the tailings.

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20.2.2 WASTE ROCK PILES

Waste rock is stored in unlined rock piles adjacent to the open pit. Drainage channels were built to intercept runoff water and lead it to natural drains, thus preventing the contact of surface waters with the pit and rock piles, mitigating the environmental impact on groundwater. Drainage basins that capture the diverted runoff are lined with geotextile with soil or gravel to minimize groundwater infiltration and erosion. The physical sizing of the basins provide sufficient capacity to allow the adequate drainage of runoff water, minimizing the impact on the water resource.

20.2.3 SURFACE WATER MANAGEMENT

The surface water management plan addresses two types of water inputs: those of direct contribution, being the runoffs concentrated within the pit and waste rock dumps; and those of indirect contribution, the waters generated by runoff in the natural basins surrounding the site that have discharge at some point along the project constructions.

For the determination of the input flow values, the areas with the highest input, both direct and indirect recharge, were selected. The effluent points where more than two tributary areas converge were determined to define the most critical flow values and to size the hydraulic sections based on the most unfavorable situation. The worst-case flow was calculated both inside and outside the site, resulting in a design flow value of 5.92 m3/s and a maximum calculated design value for indirect recharge basins of 0.704 m3/s. Industry standard surface water and erosion measured are used, and are based on the designed flow criteria. Control features include:

/ Diversion canals comprising profiled triangular section ditches, lined with backfill material and compacted by mechanical means.

/ Safety ditches.

/ Perimeter drains and lateral drains.

/ Energy dissipators in flow zones constructed of concrete, wood, or gabion structures,

20.2.4 GROUND WATER MANAGEMENT

20.2.4.1 PROCESS PLANT

Drainage diversion canals are built around the site of operations and processing, preventing surface runoff from site mixing with mine water or process wastewater. The mining plant has a wastewater containment system, which prevents infiltration of contaminated water into the groundwater by recycling any fugitive water back into the process flow stream. Containment structures secondary to the site occupied by the cyanide leach tanks were constructed consisting of a concrete floor at the base of the leach tanks, with a slope oriented towards a repumping pit to return solutions to the process flow. All fuel storage areas are waterproofed and tank areas have protective containment basins. 

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20.2.4.2 TAILINGS STORAGE FACILITY

The base of the tailings storage facility is an impermeable liner. Drainage diversion canals are built around the TSF area to divert surface runoff that could eventually infiltrate groundwater. The diverted water is prevented from contact with tailings. A trapezoidal cross-section interceptor channel captures the waters that flow toward the tailings facility. The interceptor channel includes water speed dissipators and filters that mitigate current force and corresponding sediment dragging.

20.2.4.3 PITS AND WASTE ROCK PILES

Drainage channels were built to intercept runoff water and lead it to natural drains. Drainage weirs are covered with geotextile with soil or gravel to minimize erosion and infiltration into groundwater.

20.2.5 AIR QUALITY MANAGEMENT

The main air quality environmental impacts caused by the project are linked to exhaust, dust, and noise emissions during construction and operation. Dust is created at all stages of the mining process including clearing of the site, construction of access and circulation roads, extraction, blasting, crushing, grinding and transportation. Despite the best attempts at dust control, there are areas in every mining operation where there are high concentrations of dust. A considerable part of the dust is made up of large particles, with a diameter exceeding 10 microns. This coarse dust usually settles by gravity a few hundred meters from the source. Smaller particle fractions (PM10) can be carried by the wind in dust clouds and can be deposited in or near populated areas.

Emissions of particulate air and gaseous air pollutants related to exhaust from vehicles and machinery include emissions of particulate matter (including PM10 emissions), carbon monoxide, unburned hydrocarbons (volatile organic compounds), and nitrogen oxides and sulfate dioxide resulting from fuel combustion in vehicles, heavy equipment (including crushers and mills), and mining-related generators.

The air quality management plan is designed to mitigate the increase in noise (acoustic impact), dust, and gases generated by the construction, mining, and processing activities the project. 

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20.2.5.1 MEASURES TO COUNTERACT NOISE

The activities of extracting the mineral by means of explosives and its loading and milling are main generators of noise, which, however, as they take place in specific areas, far from population centers and/or sensitive homes, are manageable. The following mitigating measures have been allocated:

/ Safety equipment required to work in the pit areas will be used, such as: ear muffs, headphones, etc.

/ The use of equipment and machinery is restricted, preventing them from moving to unauthorized sectors that may affect the nearest native communities.

/ Noise monitoring is carried out periodically in the work area and surroundings to identify critical points.

/ Mufflers and noise dampening systems are installed on all motorized equipment, including heavy equipment.

/ Audiometry will be performed on personnel.

/ The schedule of activities will be restricted, as far as possible, to the daytime period. The same will be done in the case of vehicular traffic or equipment mobilization.

20.2.5.2 MEASURES TO COUNTERACT PARTICULATE MATTER AND GASES

Particulate and gaseous emissions will be mitigated, or their effects muted, by various means, including:

/ Permanent monitoring of PM10 and 2.5μ particles.

/ In the extraction areas, dumps and ore transfer roads, wetting will be carried out when conditions require it and at the frequencies demanded to control fugitive dust.

/ Personal protective equipment will be utilized.

/ Modern vehicles, equipment and machinery will be used with an optimal degree of regulation of their fuel supply and emission systems to ensure the best combustion, limit combustion gas emissions and avoid the generation of "black smoke".

/ Regular periodic maintenance control tasks will be carried out on machinery and vehicles to prevent the emission of incomplete combustion products and/or noise.

/ Only the soil movement that is strictly necessary will be carried out. Soil movements should be carried out in a planned manner in order to avoid unnecessary movements.

/ Traffic speed will be limited on internal roads, access roads and surrounding populated areas.

/ The burning of waste of all kinds is prohibited. 

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20.2.6 CYANIDE MANAGEMENT PLAN

Industry standard management of cyanide is practiced, with key components of the plan being:

/ Tanks and pipes are identified by painting them in a color that complies with ANSI Z535 (American National Standards Institute: Product Safety Signs and Labels) and labeling them with the name of the flow they conduct.

/ Operating procedures are established that clearly indicate care to be taken with cyanide dosages and pH control at values to ensure that hydrogen cyanide will not be formed.

/ Hydrogen cyanide (or hydrocyanic acid) detectors are installed, and rigorously maintained and calibrated.

/ Containments secondary to the site occupied by the cyanide leach tanks were constructed, consisting of a concrete floor at the base of the leach tanks, with a slope oriented towards a pumping pit to return the possible solution to the process.

/ Emergency plans are in place to control any leaks or spills of cyanide solution or pulp. An emergency kit for spills and an emergency kit for cyanide poisoning is maintained.

/ Eye showers and bath showers are installed, where anyone affected by poisoning can be treated.

/ All installations (tanks, pipes, secondary containment, civil, electrical, mechanical works) have quality tests to ensure their proper functioning.

/ The residues of the cyanide packaging are rinsed and neutralized with sodium hypochlorite, prior to deposit and confinement.

/ All cyanides are stored in hermetically sealed containers.

/ Containers for cyanide are for exclusive use.

/ Plant stockpiles and delivery areas that are located within storage areas are designed to contain 110 percent of the tank contents in the event of a spill or tank failure.

/ In process areas where cyanide is used, the antidote Amyl Nitrite is available.

/ The storage areas for cyanide are labeled with warning signs including first aid instructions, have access restricted to only authorized personne, are equipped with inert dust extinguishers, and are kept in perfect order and cleanliness.

/ Only properly trained and authorized personnel use and handle cyanide and they are instructed of the risk to which they are exposed and the precautionary measures to be taken. 

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20.2.7 SOLID WASTE MANAGEMENT

20.2.7.1 HAZARDOUS WASTES

These are wastes that, due to their physical, chemical and/or toxicological characteristics, represent a risk of immediate and/or potential harm to human health and the environment. Hazardous waste includes: containers of hazardous substances (lubricants, oils, solvents), batteries, greases, used oils and lubricants, absorbent cloths and rags contaminated with liquids with hazardous characteristics, contaminated soil, oil filters, and aerosols.

Sodium cyanide is packaged in polypropylene maxi bags, which are covered with an outer polyethylene bag, to prevent the action of ambient humidity, the escape of dust, and accidental contact with water. All this set is inside a laminated wood box. Only the material that has been in contact with sodium cyanide is classified as hazardous waste.

Key practices of the hazardous waste management plan include:

/ All hazardous materials (fuels, oils, among others) will be stored in properly identified places and respecting the indications of their Safety Data Sheets ("SDS").

/ Storage and handling of hazardous materials will be carried out in accordance with local regulations for each material.

/ Storage places will have fire prevention and containment systems.

/ The places of storage and handling of hazardous materials must have the respective SDS available in printed, legible Spanish language versions.

/ Personnel in charge of storing and handling hazardous materials will receive specific training on health and safety issues on each hazardous material, including the personal protective equipment required in accordance with the SDS and risk analysis.

/ All hazardous materials containers and containers shall be properly marked and labeled according to international standards, including the NFPA diamond.

/ Disposal of cyanide packaging must comply with applicable legislation, and the following practices:

» Each container, once emptied, must be carefully checked, inspecting the interior to ensure that it is empty.

» The polyethylene bag must be separated from the polypropylene bag.

» The residues of the cyanide packaging will be rinsed and neutralized with sodium hypochlorite, prior to its deposit and confinement. 

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» Bags must be rinsed with clean water (not process) and the resulting water must be introduced into the metallurgical process.

» Clean and detoxified bags may be to an appropriate recycling center or detoxified bags may be deposited in the tailings.

20.2.7.2 NON HAZARDOUS WASTE

Non hazardous waste includes wastes generated in different production activities. This waste can be rags, scrap metal, electrical cables, plastics, cement, wood, cardboard, and any materials that have not had any contact with hazardous substances. It also includes the waste that is generated as a result of daily camp and personnel support activities. This waste can be food scraps, plastics, paper, cardboard, cans, glass, and packaging of consumer products in general (food, personal hygiene). Within these, biodegradable waste (food scraps, paper and cardboard) that can be disposed of in cells or micro-landfills or incinerated are distinguished.

Colored containers will be installed in accordance with environmental regulations, which must be labeled with their coding or name of the waste to encourage recycling. Such containers shall be made of plastic and airtight. Solid waste management will be carried out taking into account the type and volume of waste generated and conforming to the existing legal framework related to solid waste management. including:

/ Decree 45-2005, National Policy on Integrated Solid Waste Management (2005-2023).

/ Technical Standards NTON 05 014-01 (Environmental Technical Standard for the Management, Treatment and Final Disposal of Non-Hazardous Solid Waste).

/ NTON 05 015-01 (Nicaraguan Mandatory Technical Standard for the Management and Disposal of Hazardous Solid Waste).

20.2.8 SITE MONITORING

Nicoz has developed an Environmental Monitoring Plan that complies with national legislation that requires its execution and reporting to the competent environmental authorities, the Ministry of Energy and Mines (MEM) and the Ministry of Environment and Natural Resources (MARENA). The objective of the monitoring program is to provide information that demonstrates that the potential impacts, and management measures and related programs, comply with acceptable standards and limits and therefore are not generating adverse effects on the surrounding environment. The San Albino project's monitoring plan complies with Nicaraguan environmental regulations including:

/ Surface Water Quality Monitoring, Nicaragua Standards, Monitoring of the quality of the industrial effluent, resulting from the processing process, in accordance with Decree 33-95 "Provisions for the control of pollution from the discharges of industrial, domestic and industrial waters.

/ Soil Monitoring, Nicaragua Standards. 

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/ Monitoring of air quality and gaseous emissions. NTON Environmental Technical Standard for Air Quality.

/ Environmental Noise Monitoring, Nicaragua Standards.

Monitoring is ongoing during the period of active operation and will continue after project closure in accordance with a comprehensive strategy which will be agreed upon with the authorities of MARENA, MEM and the Municipal Environmental Unit. The closure activities for the operation stage will apply within the definition of abandonment or partial closure, in accordance with Law 387, Special Law on Mining Exploration and Exploitation.

20.3 PERMITTING

Mineral exploration and exploitation in Nicaragua must comply with national and local regulations. The San Albino project is governed by the following:

1. Political Constitution of Nicaragua

2. Law 641 "Code of Criminal Procedure"

3. Law 185 "Labor Code"

4. Law 217 "General Law of the Environment and Natural Resources and its Reform Law 647

5. Law 40 and Law 261 "Law of Municipalities of Nicaragua" and its Reform

6. Law 387 "Special Law on Exploration and Exploitation of Mines" and its Regulations

7. Law 620 "General Law of National Waters"

8. Law 475 "Law of Citizen Participation"

9. Law 618 "General Law on Occupational Health and Safety"

10. Decree 33-95 "Provisions for the discharge of domestic, industrial and agricultural wastewater"

11. Decree 76-2006 "Environmental Assessment System"

12. Decree 39-2011 "Regulation of the Hydrocarbons Supply Law"

The San Albino project has received all local and Federal permits needed to explore, construct, mine, and process the San Albino deposit, and the mine has been operating in compliance with the permit conditions since 2021. The key permits authorized include:

/ Administrative Resolution No. DGCA-P0040-1111-030-2012, (San Albino-Murra Geological Exploration) and a subsequent modification and expansion of permitted activities granted on April 28, 2021 that allows the company to conduct exploration work including diamond drilling, trenching, soil sampling and geological mapping.

/ Administrative Resolution DGCA/P0030/0615/007/2017 which authorizes the development, construction, and operation of up to a 500 tonnes per day operation at the San Albino gold deposit.

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/ Administrative Resolution DGCA-180620-P0267-1 which amended the environmental permit granted in 2017 to allow for the processing of up to 1,000 tpd at the San Albino gold project. The amendment is 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. All other provisions contained in the environmental permit granted in 2017 remain in force and are fully applicable apart from the increased throughput from 500tpd to 1,000tpd. Processing of any material sourced from the Las Conchitas deposit can be done at the existing operating San Albino plant under the terms of the current permit.

/ Administrative Resolution DGCA-P0028-0812-023-2013, (Geological Exploration El Jicaro) authorizes drilling of 331 diamond drillholes or 100,000m and 400 trenches with dimensions of 50m to 70m long, 2m deep and 1m wide and is valid until May 20, 2026.

/ Administrative Resolution DGCA-270521-P1536/036/2021, (Geological Exploration La Segoviana) The permit is valid until 2031 and is renewable for up to an additional 20 years. The permit authorizes drilling to 1,100,000m as follows: 500,000m of diamond drilling; 300,000m of reverse circulation drilling; and 300,000m of blast hole drilling. The Company is also permitted to carry out up to 32,500m of trenching.

/ Administrative Resolution DGCA-270521-P1536/036/2021, (Geological Exploration La Segoviana), authorizing exploration of the La Segoviana concession.

/ Administrative Resolution DGCA-260221-P1177/-25/2021, (Geological Exploration Potrerillos). The permit is valid until 2031 and is renewable for up to an additional 20 years. It authorizes drilling up to 800,000m as follows: 250,000m of diamond drilling; 250,000m of reverse circulation drilling; and 300,000m of blast hole drilling. The Company is also permitted to carry out up to 12,000m of trenching.

Mining of deposits at Las Conchitas will require approval of a new EIS. On June 28, 2023 MARENA issued to Nicoz a Letter of No Objection MEM-VM-EMC-004-06-2023 which comprises the environmental permit necessary for bulk sample mining of the Las Conchitas deposit(s) and forms the legal basis under which the Ministry of Energy and Mines and the National Police allow the use of industry standard blasting methods for the bulk mining. Appropriate notice of use of blasting agents was made to both agencies on 16 August 2023. This bulk sampling is ongoing while the EIS for large-scale mining of deposits at Las Conchitas is under review. The Las Conchitas EIS was received by MARENA on 11 July 2023. The Municipality of El Jicaro has authorized Nicoz to temporarily close municipal roads and to create alternate access roads as required for exploitation of deposits at Las Conchitas.

The Ministry of the Environment has not required posting of reclamation bonds.

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20.4 SOCIAL AND COMMUNITY IMPACT

20.4.1 BACKGROUND

The area of direct influence of the project is within the municipal limits of El Jícaro, in Region I, Nueva Segovia. The municipality is bordered: to the north, by the municipality of Jalapa; to the south, by the municipality of Quilalí and the municipalities of San Juan de Río Coco and Telpaneca in the Department of Madriz; to the east, with the municipality of Murra; and to the west, with the municipalities of Ciudad Antigua and San Fernando. The Territorial Extension of the Municipality of El Jícaro is 428.78 km2 and it is the third largest Municipality in Nueva Segovia.

20.4.2 POPULATION AND DEMOGRAPHICS

The municipality of El Jícaro has a population of 31,739 inhabitants distributed in six neighborhoods and 73 communities in 12 districts. The urban population of the municipality of El Jícaro is 9,343 equivalent to 29.44% and the rural population is 22,396 equivalent to 70.56% inhabitants. Population density is 74 inhabitants per km2. Approximately 51% of the population is male, 49% is female. Approximately 42% pf the population is under 15 years old.

20.4.3 INFRASTRUCTURE AND PUBLIC SERVICES

20.4.3.1 EDUCATION

There are 64 primary schools and 2 secondary schools, in the urban and rural areas. In the urban area there are 2 primary schools and a secondary school. In rural areas, 62 primary schools and one secondary school.

20.4.3.2 HEALTH

The Nicaraguan Ministry of Health, MINSA, provides health care services at the primary hospitalization level and clinical care level in the communities, at the El Jícaro Health Center or the Ocotal Hospital,

20.4.3.3 ELECTRICAL POWER

Grid sourced electric service exists only in the communities that are close to the urban areas, the rest of the communities use gas-based lighting, candles, lamps, and to a lesser extent solar panels.

20.4.3.4 TELECOMMUNICATIONS

In the El Jicaro Municipality there are 314 home telephone connections, of which 305 correspond to the urban area of El Jícaro and 9 home connections in Susucayán. The Municipal Mayor's Office has a tele-fax. Claro and Movistar compete in the communications market and provide cellular service in portions of the project area. It is estimated that the two companies have more than 19,530 cell phone customers in the municipality.

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20.4.3.5 SANITARY DRINKING WATER

Currently the El Jicaro municipality has good drinking water service.

20.4.3.6 ROADS

The municipality of El Jícaro has a road network of approximately 107 km of intra-community road length that connects neighboring municipalities, 30% of which is flexible pavement (cobblestone), and the remaining 70% is macadam. The tertiary road network of 130 km have been substantially renewed in recent years, including the roads that link the communities throughout the municipality

20.4.4 COMMUNITY AND GOVERNMENT

Communities in the project area have social similarities. Each community is divided into sectors that have mostly dispersed housing. Most homes are built of wood, bricks, and tile. Homes are basic and have a kitchen, living room and sleeping rooms. Hammocks are visible in many houses. Most of the houses have a latrine and some have plumbed bathrooms.

Domestic water comes from private wells, streams, springs, and shallow wells dug on the banks of the river. Some families chlorinate at the individual level.

Food preparation is carried out on traditional wood stoves that generate heavy consumption of firewood. Homes do not have fireplaces. Firewood is collected from family farms and in the case of those who do not have it, it is extracted from neighboring farms. The diet of these communities, although very limited, is based on basic grains such as corn, rice and beans. On some occasions they supplement with protein using the domestic animals they raise such as chickens, ducks, pigs.

The communities have access roads which are in poor condition. Some communities during the wet season are cut off by flooding and deterioration of the roads. The main means of transport are horses, motorcycles, bicycles, and walking. There is no public transportation.

Older established families typically have 3 or more children, however, the new generations are made up of an average of 1 to 2 children per household. The communities have a high level of overcrowding, 2 to 3 families per house. Most couples live together in a common-law union. It is common in all communities to have the majority of inhabitants having some type of extended family kinship. People are quite hospitable and very open to conversation. The clothing used is that of a farmer or a housewife, however, they have some special clothing for when they go out to the village, another community or some activity. Although public spaces are limited, the main sports they play are soccer and baseball. The most common religions are: Catholic, Adventist, Evangelical, the predominant being Catholic.

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At the community level governance is by an institutional political system implemented by the local political leader, who is the most influential.

Federal Government institutions present in the municipality include: MINED (Ministry of Education) with responsibility for primary and secondary education; MINSA, the provider of health care services at the level of primary hospitalization and clinical care in the smaller communities; the National Police in charge of citizen security with emphasis on maintaining public order; the Local Court, in which the cases brought forth by local prosecutorial authorities are adjudicated; Municipal Office of Identification (Supreme Electoral Council) responsible for providing citizen identification; ENACAL, the government entity that provides potable water service in urban areas; INSS, the Federal Social Security agency.

Other institutions serving the community are; MIA FAMILIA, a social services agency assisting families; and COOPERATIVA SANTIAGO and FUNDENUSE, microfinance institutions and cooperatives that provide credit services in support of small and medium-sized industry, as well as consulting services.

20.4.5 ECONOMIC ACTIVITY, INCOME, MARGINALIZATION

20.4.5.1 ECONOMIC ACTIVITY

The main sources of employment in the El Jicaro Municipio are traditional family farming, occasional agricultural labor, and employment for mining exploration activities or artisanal mining.

It is traditional for parents to inculcate in children and young people to work from a very early age.

The man fulfills the role of family production and of bringing money home; while the woman is in charge of domestic chores and the care of the family. In some cases, the woman migrates abroad and is responsible for sending the money home, although more typically it is the man who emigrates and repatriates funds.

Agriculture is subsistence level, the main items are corn and beans. The production cycles are May to July and August to September, depending on the crop. The crops are destined for self-consumption and on a very small scale for sale. Those who manage to market do so locally or in grocery stores located in the urban area or in the market of Jalapa, Ocotal, Murra and El Jícaro.

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Some families have cows for their own consumption, however, there are landowners, who generally do not live in the community, who develop dual-purpose cattle farming for commercial purposes.

Artisanal and small-scale mining activity is high.

Some landowners associate with other producers and excavate to extract brush that is sold in Chinandega and León.

The Nicaraguan Institute of Territorial Studies, through the territorial planning project, legalized all properties. However, there are currently many families that do not have legal documentation since the tradition is that parents name their children as heirs verbally and property rights are not legally transferred after the father dies until there is common agreement between the heirs.

The economic well being of the inhabitants of the communities of El Jobo, San Pablo, San Albino, Las Conchitas and El Jícaro rests mostly on a single member of the family, although in some two people work. Typically the head of the household works outside the home, and is a male figure, whereas the woman performs other functions from the home.

20.4.5.2 INCOME AND MARGINALIZATION

According to the Unmet Needs method applied in the preparation of the Municipal Extreme Poverty Map, based on the measurement of 5 indices for the classification of households in some situation of poverty (overcrowding, inadequate housing, insufficient services, low education, and economic dependence), the urban areas of the Municipality have an average poverty rate of 59%. Rural poverty continues to be more extensive and deeper than urban poverty, with average poverty rate of 88%.

20.4.6 SOCIAL MANAGEMENT SYSTEM, MITIGATION OF NEGATIVE IMPACTS, COMMUNITY AGREEMENTS

20.4.6.1 SOCIAL MANAGEMENT

The company has a Community Relations Action Plan that addresses programs for mitigating and managing social impacts related to the project. Each measure is aimed at managing and strengthening communication channels with the community and key stakeholders, providing information about the positive impacts of the project.

Respect for and non-impairment of the rights of communities located within the influence area and the municipality are guaranteed. This includes the right to control and use land, clean water, a safe environment, and a secure way of life, as well as fair compensation in case of losses or impacts to private property.

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The San Albino project helps stimulate the economy in the municipality through the mining value chain, generating income for small and medium-sized companies and contractors that provide goods and services. Additionally, social projects are carried out in the communities, fostering synergy with residents and their municipal governments.

In this context, the company has a Sustainability Strategy throughout the project lifecycle, based on three main pillars: ensuring the safety and well-being of employees, protecting the environment, and contributing to the development of the communities where it operates. The company endeavors to practice good community relations, promoting and strengthening acceptance, transparency, and trust between the population and Nicoz Resources, helping the development of exploitation operations.

20.4.6.2 GENERAL GUIDELINES OF THE COMMUNITY RELATIONS PLAN

The objective of the community relations plan is to contribute to long-term regional development, hand in hand with the community and local authorities, promoting sustainable community investment programs in education, health, culture, sports, local organization, and others. Community engagement is created by:

/ House to House Visits (presentation on the exploration activity). Communication and consultation with the population allows the implementation of processes that help to manage the company's activities and operations in the area in a socially appropriate manner, through an efficient and transparent relationship with the stakeholders and local population present in the areas of influence of the project.

/ Visits to Property Owners. Before and during the execution of project-related activities, a process of consultation and permission management will be carried out for access to the area of interest. This process involves visiting each homeowner, explaining in detail the nature of each project activity, addressing any social and environmental concerns that may arise. If the property owner wishes to learn more about the project tasks, a field visit program will be developed to define the negotiation process for buying or selling, as applicable.

/ Temporary Local Employment. For operational tasks, based on the availability of labor, the company will work with individuals from the community or the surrounding area. The search for available personnel will extend radially to cover the available positions. NICOZ RESOURCES S.A ("Nico") will ensure that hiring complies with Labor Code Law 185, Hygiene and Safety Law 618, and includes enrollment in Social Security through the INSS."

20.4.6.3 GUIDELINES FOR COMPENSATION FOR LAND USE

The land where the exploitation activities will be carried out will belong to the company, which is why mechanisms have been established for purchase and sale agreements with the community. This will be defined and negotiated between the communities and Nicoz Resources, avoiding subsequent social conflicts, for which the acquired properties are annexed. Local labor will also be hired to perform operational tasks according to their competencies to execute and supervise the assigned work.

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20.4.6.4 COMMUNITY AGREEMENTS

The company has maintained a positive collaborative relationship with the communities in which it operates and has received all local community approvals and permits necessary for exploration, development construction, and operation of the San Albino mine.

20.4.6.5 COMMUNITY BENEFITS

Benefits accrued to the community include:

1. Payment of project taxes to the municipality A contribution to the municipality's coffers occurs via payment of taxes. This is a positive effect as generation of income for the municipality contributes effectively and significantly to local development.

2. Generation of jobs at the local level. During the project's lifespan, an estimated average of 378 direct jobs per year is expected. Of the current workforce, 18% are female employees, distributed across management, operational, and administrative positions. The age range of current employees spans from 20 to 50 years, with some older individuals. These positions are being distributed across areas such as Administration, Industrial Safety & Environment, Electromechanical Maintenance, Heavy Equipment Operators, and others. Local hiring that meets the requirements for each operational position has been prioritized and will continue to be prioritized. Additionally, there are over 200 indirect jobs generated from mine-related activities, including rentals, hotels, restaurants, grocery stores, pharmacies, hardware stores, and dining establishments.

3. Provision of firewood to community members. The trees that will be removed in the area of operation will be made available to community members for use as firewood. Villagers will not have to have their own resources for access to firewood, and the felling of trees in other areas will also be avoided.

4. Contracting of community services. Transport services will be contracted for the cuttings/seedlings to be planted in areas to be reforested. These services will be provided by community members. The local mining value chain will be revitalized, directly benefiting the sustainability economy of the community.

5. Strengthen people's capacities in road safety education at the community level. Nicoz Resources will continue to implement road safety education in the community through this project with the purpose of reducing the risk of accidents due to the use of machinery in the locality. Community members reduce their vulnerability by strengthening their knowledge in an adequate road safety education.

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6. Protection of community water sources. The recharge areas of community water sources will be protected through the remediation plan. Communities reduce their vulnerability to the effects of climate variability.

7. Emergency Transportations. Nicoz Resources will have available a light emergency vehicle to transport community members in case of emergencies. This action is beneficial because it could contribute to the rapid transfer of patients to the hospital in Ocotal.

8. Scholarship Program for Inhabitants Who Wish to Improve Themselves. Nicoz Resources has supported the education of young people with a desire to excel, whether they are intermediate technicians or professional level

9. Road rehabilitation. Improvement of public access near the work area. A safe roadway will be maintained.

10. Sustainable Development Projects Training. Education and assistance and tools to generate new business ventures in the municipality will contribute to socio-economic development.

11. Forest Fire Commission Training. The company will support training that will improve the hygiene and safety of the community.

12. First Aid Commission Training. The company will support first aid training that will improve the safety of the community.

13. Education. The company sponsors the training and education of the school population through formal public education to involve parents in education.

14. Promotion of sport. The company sponsors programs to integrate young people into sport and foment healthy recreation.

15. School beautification. The company sponsors reforestation and embellishment with ornamental plants at community schools.

16. Support in social works. Tripartite work between the community, the company and the institutions with the company providing monetary or material support to social agencies.

17. Training of farmers. The company sponsors training related to crop improvements, technical assistance, and vermiculture to promote best production practices.

18. Succession Plans and Advancement Opportunity for Employees. The company will encourage and support talented workers so that they can prepare themselves in academic terms and aspire to job growth and obtain better economic income.

20.4.7 SUMMARY STATEMENT ON SOCIAL AND COMMUNITY ISSUES THAT COULD MATERIALLY IMPACT DEVELOPMENT OF MINERAL RESOURCES

No social or community issues were identified that would impact Mako's ability to develop the Mineral Resources at the San Albino Project. Mako has obtained all necessary community approvals to construct and operate the San Albino mine and has been mining since 2021.

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20.5 MINE CLOSURE

It will be necessary to properly close the San Albino mining site. All surface facilities and associated facilities will be dismantled and all extraneous material will be removed. The affected area must be rehabilitated as close as reasonably possible to its original state. This will include re-contouring of the site and subsequent revegetation and reforestation of the area using forest species typical of the area, following the guidelines of the Erosion Control and Revegetation Plan.

20.5.1 CLOSURE PLAN FOR THE MINERAL PROCESSING PLANT

It is important to note that some materials or facilities could potentially be reused by other mining operations, individuals and/or community groups in the Project area. For this reason, it is possible that before carrying out the dismantling tasks, actions are carried out aimed at the transfer or donation of such materials to institutions or communities interested in making use of these materials. However, under no circumstances should these materials include hazards to the recipients.

The closure of the mineral beneficiation plant installed in the community San Albino in the municipality of El Jicaro includes all the technologies that are required to achieve physical security and long-term environmental protection in the vicinity of the project facilities. The range of activities for closure may include from minimal grading to improve surface water diversion and runoff to full grading, hedge placement and revegetation (if applicable).

The Closure Plan covers all decommissioning activities that will be carried out to restore environmentally disturbed or impacted areas, as a way to mitigate negative effects after the end of the project's useful life. It also contemplates an ecological, morphological and biological restoration of the affected biotic and abiotic resources, trying to return them to the characteristics they had before the project began.

The objective of shutting down and dismantling these facilities is to protect the environment from the possible impacts that could occur when the project ceases to operate.

20.5.2 CLOSURE PLAN FOR MINE WASTE AND TAILINGS, SITE MONITORING AND WATER MANAGEMENT

20.5.2.1 MINE CLOSURE - OBLIGATIONS OF THE PROJECT MANAGEMENT

Nicoz must commit six months before closing the project activities, to inform the General Directorate of Mines of the Ministry of Energy and Mines, MARENA and the Municipal Mayor's Office of El Jícaro, in a timely manner, about the closure of operations and its consequences, whether positive or negative. Nicoz must develop a timetable for the implementation of the activities detailed in this plan.

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20.5.2.2 CONSIDERATIONS FOR PROJECT CLOSURE

/ Physical and chemical nature of solid and liquid waste;

/ Topographical, climatic and hydrogeological conditions of the area;

/ Surface and groundwater conditions;

/ Potential for extreme events such as landslides;

/ Engineering design of industrial buildings; and

/ Required land use after closure activities.

20.5.2.3 ACTIONS WITHIN THE CLOSURE PLAN

/ Orderly dismantling of the various components of the infrastructure, separating those that can be recovered (reused or recyclable) from those that will be submitted to final disposal in the municipal landfill or disposed of in the site destined for the disposal of debris;

/ Dismantled timber structures, when they do not have an economic value, will be chopped up and used as organic matter for soils or left for use by local inhabitants as an energy material. Metal components will be evaluated prior to decision-making. The reusable ones will be marketed to those who show interest in their use and those identified as "scrap" will be marketed with the companies that collect this waste;

/ Once all the facilities have been dismantled, the surface of the land will be subjected to a process of leveling and revegetation with native species. No exotic species will be introduced into the area;

/ Maintenance of slope stability in the storm drainage area; and

/ Recontouring of access roads, which will require that the soil surface must be conditioned with the slope and shape of the natural terrain, avoiding the formation of erosive processes during the final finish.

20.5.2.4 AREA REVEGETATION (IF APPLICABLE)

/ Revegetation will include areas of dismantled buildings for the purpose of stabilizing the surface by vegetation or other means, as soon as practicable, in order to reduce soil erosion caused by wind or water, as well as to reduce environmental liabilities; and

/ The plant component of the topsoil will need the following general specifications:

» Perennials adapted to the local environment;

» Resistance to humidity and extreme temperatures;

» Roots that do not break the barrier against infiltration, if any;

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» Be able to grow vigorously in nutrient-poor soil with minimal nutrient addition;

» Sufficient plant density to minimize cover erosion; and

» Be able to survive and operate with little to no maintenance.

20.5.2.5 IMPLEMENTATION AND MONITORING OF THE CLOSURE PLAN

The implementation of the closure plan will be the duty of the Environmental Unit of Nicoz, which will execute it in close coordination with the Territorial Delegation of MARENA and the municipality of Jícaro.

20.5.2.6 CLOSURE ASSESSMENT

The purpose is to present an assessment of closure and rehabilitation/recovery activities based on the results of post-closure monitoring programs. The results of the monitoring programs should be compared with the predictions of the performance evaluation. This must be done periodically, so that Nicoz can be absolved from future liability. MARENA will be able to grant absolution of liability once it is shown that a landform is self- sustaining and capable of supporting the desired end use of the land. In such a case, the responsibility for maintenance for the proposer may cease as determined by the environmental authority. The evaluation of the closure plan shall include the following:

/ Physical Stability;

/ Geochemical Stability;

/ Biological Stability; and

/ Social Programs

20.5.2.7 TAILINGS STORAGE FACILITY CLOSURE PLAN

The Closure Plan includes a set of measures that will be applied at the end of the useful life of the tailings structure, in order to restore the area and return as far as possible, as a minimum, the natural characteristics prior to the execution of the Project.

The Tailings Storage Facility Closure Plan will include the development of control and maintenance activities, aimed at providing the dry stacked tailings with adequate conditions for the safety of both the facility itself and people, as well as the protection of the environment. The Tailings Storage Facility Closure Plan is a planning instrument that incorporates measures aimed at restoring the environment, to the extent that technical feasibility allows it, complying with the requirements of current environmental regulations.

For the formulation of this plan, it has been considered that the design of the tailings storage facility must include closure objectives in advance, in order to make the activity sensitive to the environment and avoid

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extremely high closure costs that negatively influence the overall economics of the San Albino Mine Project and Nicoz.

20.5.2.8 GUIDELINES

Nicoz must submit to MARENA, the municipal mayor's office of El Jícaro and the General Directorate of Mines of the Ministry of Energy and Mines, a Final Closure Plan for review and approval, within eight months after its decision to conclude the activities of disposal of the mining tailings in the facility built for this purpose.

20.5.2.9 OBLIGATIONS

Nicoz. must inform the national, regional and municipal authorities and members of the communities located in the area of influence of the Project in a timely manner about the conclusion of the activities of the "San Albino Mine" Project, which includes the installation and operation of the tailings storage facility. This will also include the orderly dismantling of the Project's facilities, being able to sell them as scrap metal and transfer equipment and premises, complying with the relevant legal provisions.

20.5.2.10 CLOSURE AND ABANDONMENT PLAN PROCEDURE

This plan considers the actions to be carried out after the completion of all mineral exploitation and processing activities. The components subject to closure shall consist of all infrastructure linked to the tailings storage facility, access roads and ancillary structures. Nicoz for the execution of the plan, for which the resources to be used will be personnel, machinery and equipment. The execution time will be that allocated by Nicoz for the dismantling of the work, in accordance with the guidelines of the Environmental Institutions linked to the closure.

20.5.2.11 BUDGET AND ESTIMATED COSTS

Nicoz will allocate annual budget items for the financing of the activities established in the mine closure, which will include all investments, such as direct and indirect expenses, supervision, contingencies and benefits of contractors, as well as complementary costs. Cost estimates will include all those associated with progressive activities (such as revegetation, recontouring, monitoring and supervision, etc.) with an accuracy level of at least +/-20%. The current closure budget as of September 2023 is presented in Table 20-1.

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Table 20-1 San Albino Mine Closure Program - September 2023

SAN ALBINO MINE CLOSURE PROGRAM - SEPTEMBER 2023
  Estimated Costs $
Demolition and Removal of Structures 397,934.45
Decontamination 35,736.35
Revegetation & Recontouring 1,434,695.59
Closure Monitoring 137,883.23
Sub Total 2,006,249.62
Contingency (10%) 200,624.96
Administration (2%) 40,124.99
T O T A L 2,247,000

20.5.2.12 ACTIVITIES TO BE DEVELOPED

Nicoz will be responsible for the following monitoring, closure and post -closure activities: Inspection of the stability of the slopes, and of the topographically recontoured areas, as well as the rehabilitation areas for closure, in order to assess whether additional activities are required to complete the rehabilitation of these facilities;

/ Physical-chemical sampling of the material deposited in the tailings storage facility;

/ Monitoring of reforestation activities for at least three years;

/ Grazing activities and forest fires will be monitored to ensure that rehabilitated areas are not degraded by overgrazing and fire. Good use of the land by nearby communities and the property owner will ensure that vegetation is successfully established. Otherwise, there is a risk that land could be degraded by actions unrelated to mining-related activities;

/ Inspections to verify the effectiveness of containment facilities and to verify the absence of contamination in soils due to closure activities; and

The development of the project will be under the responsibility of the Environmental Unit of Nicoz.

20.5.2.13 PERIODIC REPORTS

Nicoz will prepare periodic progressive rehabilitation and monitoring reports documenting the progress of the closure and rehabilitation measures to be implemented, as well as the results of the monitoring program for the components of the project that have undergone closure work. These reports will be submitted monthly for the duration of the closure to MARENA Ocotal delegation, General Directorate of Mines of the Ministry of Energy and Mines and the Municipal Environmental Unit of Jícaro, this includes a final report of the closure works until the granting of the Final Closure Certificate of the area subject to said activity.

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The Rehabilitation and Monitoring Reports shall include the following:

/ A summary of the progress of the closure activities presented in the approved closure plan;

/ Closure and rehabilitation work carried out during the prior six months, including technical specifications and performance indicators;

/ Comparison between the scheduled phase-out activities of the closure plan with the work actually done during the prior six months;

/ Results of the monitoring program for those components of the tailings dam that have already been closed during the current or previous periods, including a performance evaluation and corrective actions to be taken in the event that performance objectives are not achieved; and

/ The proposed closing work for the next period.

20.5.2.14 CLOSURE EXECUTION SCHEDULE

The total duration of the closure is estimated to be three years. The final closure stage will last one year, followed by two years of active maintenance to ensure the physical and chemical stability of the project site, as well as the reforestation of the area impacted by the tailings storage facility.

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21.0 CAPITAL AND OPERATING COSTS (ITEM 21)

The San Albino project is currently in production. The capital costs presented here form the LOM budgeting for the project. Operating costs presented show the actual costs incurred during September 2021 to September 2023 and are current through the effective date of this report.

21.1 CAPITAL COSTS

Initial capital required to place San Albino into production has been completed. As of the effective date, there is not sufficient information to complete a sustaining capital cost estimate. This will be subject to future studies.

21.2 OPERATING COSTS

Operating costs reported in this section are based on actual costs from September 2021 through the September 2023. Table 21-1 shows a summary of the cost per tonne processed and the cost per tonne mined.

Table 21-1 Operating Cost Summary

  Cost $/tonne
Operating Costs Processed Mined
Mining $   89.45 $ 3.23
Processing $   65.17 NA
Indirect/G&A $   20.76 NA
Total $ 175.38 NA

21.2.1 MINE OPERATING COSTS

Actual mine operating costs from September 2021 through September 2023 are detailed in Table 21-2. These costs reflect contract mining for drilling, loading, blasting, and auxiliary equipment. Contract management costs result from personnel, supplies, and light vehicle costs for personnel that manage the contractor. The diesel costs shown are actual diesel costs and have fluctuated over time.

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Table 21-2 Actual Mining Costs

Mining Cost $/tonne Mined
Mine General Operations $  0.23
Drilling and Blasting $ 0.41
Loading $ 0.31
Ore Haulage $ 0.04
Waste Haulage $ 0.78
Auxiliary Equipment $ 0.65
Contractor Admin Charges $ 0.37
Diesel Consumption $ 0.45
Total Mining Cost $  3.23

21.2.2 PROCESS OPERATING COSTS

Actual process operating costs from September 2021 through September 2023 are detailed in Table 21-3. The costs are organized by operational work area. The labor costs and cost for consumables required for each work area are included in the detailed costs for each area.

Table 21-3 Actual Processing Costs

Process Cost $/tonne Processed
Crushing $ 2.50
Milling $ 8.11
Leaching (CIL) $ 8.68
Tails & Detox $ 14.58
Carbon & Handling $ 4.72
Refinery $ 1.88
Laboratory $ 4.92
Power Generation $ 14.32
Maintenance area $ 5.47
Total Processing Costs $ 65.17

21.2.3 G&A OPERATING COSTS

Actual indirect and G&A operating costs from September 2021 through September 2023 are detailed in Table 21-4.

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Table 21-4 Actual Indirect and G&A Costs

Indirect Costs / G&A   $/tonne Processed
Community Relations $ 1.10
Finance $ 2.38
Human Resources $ 1.18
IT $ 0.79
General Management Mine Site $ 6.28
Mine administration $ 0.25
Purchasing - Supply chain $ 1.23
Warehouse $ 0.28
Safety & Enviromental $ 4.29
Legal $ 0.33
Managua Office $ 2.62
Total Indirect /G&A Costs $ 20.76

In addition, Mako pays the Nicaraguan government a 3% royalty on all revenue from the sale of gold and silver.

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22.0 ECONOMIC ANALYSIS (ITEM 22)

Mako has not included information under this section on the basis that it is a "producing issuer" as such term is defined in NI 43-101 and the technical report does not include a material expansion of current production.

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23.0 ADJACENT PROPERTIES (ITEM 23)

There is neither commercial production nor serious exploration on adjacent properties that would affect the conclusions or interpretations of this report.

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24.0 OTHER RELEVANT DATA AND INFORMATION (ITEM 24)

There is no other information necessary to make the technical report understandable and not misleading 

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25.0 INTERPRETATION AND CONCLUSIONS (ITEM 25)

The work done to date at the San Albino project has provided reliable data on which to base resource estimates and future exploration. The authors reviewed the project data, including Mako's drillhole database and geologic interpretations, and Ristorcelli and Gray visited the project site multiple times, most recently in March 2023. The authors believe that the data provided by Mako, as well as the geological interpretations derived from the data, are accurate and reasonably represent the geology and mineralization at the San Albino project, which includes the Las Conchitas resource area. When data was found to be unreliable, these were expunged from use in modeling and estimation. The authors are not aware of any significant risks or uncertainties that could reasonably be expected to affect the reliability or confidence in the exploration information as applied to the estimated mineral resources.

The mineralization at the San Albino project is best interpreted in the context of an "orogenic gold" deposit model (e.g., Goldfarb and Groves, 2015). The veins at the San Albino and Las Conchitas deposits share most of the important characteristics of orogenic gold deposits. The gold-bearing veins are hosted in lower greenschist-facies metamorphic rocks and their geometries indicate that veins formed in response to contractional deformation. Other features that are distinctive of orogenic deposits present in the San Albino system include ribbon-textured shear veins containing milky quartz, visible gold, relatively high Au:Ag ratios, low percentages of base metal sulfides including galena and sphalerite, and the presence of placer gold.

The resource estimates took several factors into account. Mineralized vein location is predictable in that drilling intersects the structure close to where it is predicted, but vein correlations between holes at Las Conchitas cannot be made as confidently as at the San Albino deposit because the veins are not as persistent or strong. Nevertheless, there is confidence in general in the interpretations of the structures. The style of mineralization at the project is well understood, and the deposits are open ended down dip and along strike. Some risk is imparted by the moderate core recoveries observed in the veins, although this style of mineralization does not necessarily lend itself to biases from differential core recovery. Nevertheless, there are indications that core recovery did not affect the grades until recoveries dropped below about 45% and those samples were eliminated from use in the estimates.

Classification of the resources considered adequacy and reliability of sampling, geologic understanding, results of quality control analyses, geologic complication, and apparent grade continuity. A Measured classification was permitted only in the San Albino vein, because there is a very good understanding of the San Albino vein geology and because there is extensive drilling and trench channel sampling.

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Mining dilution is an important factor for the deposits at Las Conchitas and more so than at San Albino because the veins are in some places so thin that the dilution can render them uneconomic. Mining at Las Conchitas, like at San Albino, requires detailed grade control to maintain grade but Mako has demonstrated its ability to perform this well. In many places the veins have visually distinct hanging wall and footwall contacts, which help with grade control.

The estimated San Albino open pit resources include 0.5m rind of dilution on the hanging wall and 0.5m rind of dilution the footwall of each vein. The estimated Las Conchitas open pit resources include 0.4m rind of dilution on the hanging wall and 0.4m rind of dilution the footwall of each vein. The dilution grade is derived from the halo mineralization in the footwall and hanging wall or, if halo mineralization is absent, unmineralized material. In all cases, the dilution grade is taken from the estimate and is not a single grade applied globally. It is expected that dilution during underground mining will be greater because of ground conditions, shallow dip, minimum mining height, less grade control data, and therefore less control on locating hanging wall and footwall.

The authors believe that the San Albino project, inclusive of the Las Conchitas resources, comprises a project of merit that warrants additional exploration and development work. Known veins at Las Conchitas are open down dip and along strike, which suggests significant potential to expand the resources estimated in this report. Additionally, the stacked nature and even distribution of the veins parallel to the regional foliation provide a proven exploration strategy.

The San Albino project benefits from a team of mining professionals that have spent multiple years working on the project, successfully mining a narrow vein, open pit deposit as San Albino that is similar to the resource defined at Las Conchitas. The technical team has shown a commitment to collecting quality data and innovative thinking toward developing the project.

Any skepticism that might have existed with respect to a) the ability to estimate thin high-grade veins and b) mineability of the thin but high-grade veins has been quashed by Mako's production practices and results. Mako's grade control is exceptional and any other grade control method would certainly result in a mine failure. Reconciliations between prior estimates and production are considered good: reported production is 5% less gold and 8% less silver than was estimated. Mine production reported 9% more tonnes with decreased grades of 15% for gold and 19% for silver.

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26.0 RECOMMENDATIONS (ITEM 26)

The authors believe that the San Albino project, inclusive of Las Conchitas, is a project of merit and warrants the proposed programs and level of expenditures outlined below. The San Albino and Las Conchitas deposits contain a series of stacked gold-silver bearing veins hosted in metamorphic rocks. These veins are open down dip and along strike, with significant potential to expand the resources estimated for this report. The project should continue to be evaluated on multiple fronts to further characterize the nature of these deposits and seek to expand the size of the resources. Additionally, the stacked nature and even distribution of the veins parallel to the regional foliation provide a proven exploration strategy for regional exploration. The project has multiple target areas at various stages of development that should be advanced simultaneously as outlined below. The cost estimate for the recommended program is presented in Table 26-1. The total recommended plan is estimated to cost $6,300,000.

26.1 SAN ALBINO

The mineral resources estimated in the San Albino, Arras, and Naranjo vein systems, detailed in this report, are open down dip, where underground mining will be the most likely method of exploitation, and to a lesser extent along strike where open pit mining will be the most likely method of exploitation. However, most of the drilling recommended is for better defining those areas planned for production.

26.1.1 SAN ALBINO AREA PRE-DEVELOPMENT DRILLING

Drill confirmation into Inferred resources lying within the open pit resource shell is recommended at the SW pit area because the proposed pit bottoms in Inferred resources. Additionally, infill drilling should be conducted in the West Pit area for the potential pushback west of the Mine Creek fault. RC drilling is considered sufficient to increase the level of confidence prior to mining.

There remains potential to mine some veins using underground mining methods. The authors recommend evaluating those areas lying within optimized stope resource shells in SW pit area, Naranjo vein near the tailings storage facility, Arras, and northwest portion of West Pit, then perform infill drilling and detailed engineering. Diamond drilling would confirm resource locations and give a more accurate estimate of grade distributions, while also providing geotechnical data for detailed underground mine design.

Costs are expected to be $980,000.

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26.1.2 SAN ALBINO AREA EXPLORATION DRILLING

Exploration potential remains along strike of San Albino on the east side of El Jobo Creek near the El Jobo tunnel core shack. This area deserves a small exploration program.

Costs are expected to be $180,000.

26.2 LAS CONCHITAS AREA

Mako successfully defined resources from their exploration program at Las Conchitas. Because the discovery and development were so recent, additional drilling is still needed to upgrade at least some of the Inferred resources to Indicated. Additional drilling internal to the existing drilling and along strike and downdip presents a strong probability that the resources will increase. Consequently, the authors believe that additional infill drilling is justified and is recommended.

26.2.1 LAS CONCHITAS AREA PRE-DEVELOPMENT DRILLING

The mine is planning to collect several bulk samples in the Las Conchitas area prior to mining. It is recommended that they also complete close-spaced confirmation RC drilling in the areas identified for bulk samples (North and South Las Conchitas areas). Drill confirmation and expansion drilling is also recommended in Central Las Conchitas.

Costs are expected to be $480,000

26.2.2 LAS CONCHITAS AREA EXPLORATION DRILLING

Exploration and confirmation drilling within the proposed optimized pit resource shell is recommended to test extensions of the high-grade mineralized blocks and mineralization trends already identified. Exploration drilling should test extensions of known mineralized trends outside the currently proposed ultimate pit boundary, and to identify new zones. Initial RC drilling with follow-up diamond drilling is recommended. Costs are expected to be $2,700,000.

26.3 OTHER AREAS

The region in and around the San Albino project area contains substantial potential to find additional resources. In fact, Mako succeeded in replacing resources that have been mined since production began in May 2021. Given that background and the numerous known prospects and vein showings in the district, extensive regional exploration is warranted and suggested. The authors recommend that Mako continue advancing and prioritizing early stage regional exploration targets through prospecting, geological mapping, and sampling with the objective of identifying areas for initial RC drilling. Three crews of three geologists and helpers are

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recommended. The expected cost for this task is $36,000. This work will be followed by initial RC drill testing of several targets with objective of advancing to second RC or diamond drill program in Phase II. Costs are expected to be $1,960,000.

Table 26-1 Mako Mining Corp. Cost Estimate for the Recommended Program

Category Objective $/Units Units Quantity USD
San Albino: Pre-Development
Drilling		 SW Pit area - open pit 80 meter 2,000 $160,000
West Pit area - open pit 80 meter 500 $40,000
Drilling for underground development 180 meter 3,600 $648,000
Engineering for underground development 200 hours 200 $40,000
Contingency 10%     $88,800
Subtotal (rounded to 10,000)       $980,000
San Albino: Exploration Drilling East of El Jobo Creek 80 meter 2,000 $160,000
Contingency 15%     $24,000
Subtotal (rounded to 10,000)       $180,000
Las Conchitas: Pre-Development
Drilling		 Bulk sample area - pit 80 meter 500 $40,000
Central zone - open pit 80 meter 5,000 $400,000
Contingency 10%     $44,000
Subtotal (rounded to 10,000)       $480,000
Las Conchitas: Exploration
Drilling		 Outside open pit resource shell - RC 80 meter 10,000 $800,000
Outside open pit resource shell - Core 180 meter 2,500 $450,000
Within open pit resource shell - RC 80 meter 7,000 $560,000
Within open pit resource shell - Core 180 meter 3,000 $540,000
Contingency 15%     $352,500
Subtotal (rounded to 10,000)       $2,700,000
Regional Exploration Surface exploration 12 crew months 3,000 $36,000
Exploration drilling 80 meter 20,000 $1,600,000
Contingency 20%     $327,200
Subtotal (rounded to 10,000)       $1,960,000
Total (rounded to 100,000)         6,300,000

26.4 PHASE II

Success at San Albino, Las Conchitas, and other areas is defined, respectively, as finding additional resources, defining a resource, and discovering deposits deserving follow-up drilling. Given historic successes it is likely that follow-up work would include additional drilling if not economic studies on the newly discovered resources and prospects. Approximate costs could be at least as large as Phase I is currently recommended.

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27.0 REFERENCES (ITEM 27)

Bierlein, F. P., Groves, D. I. & Cawood, P. A., 2009. Metallogeny of accretionary orogens - The connection between lithospheric: Ore Geology Reviews, Volume 36, pp. 282-292.

Burianek, D. & Dolnicek, Z., 2011. Metamorphic evolution of the contact aureole of the Dipilto Batholith, Eastern Chortis Terrane, Nicaragua: Journal of Geosciences, Volume 56, pp. 9-26.

Climate-Data.org, 2020. El Jicaro Climate (Nicaragua). [Online] Available at: https://en.climate-data.org/north- america/nicaragua/nueva-segovia/el-jicaro-30561/[Accessed 1 October 2020].

English, L., 2009. Final Report on the San Albino-Murra Concession: Condor Resources Plc.

Ginto Consulting Inc., 2020. San Albino Gold Project, Nueva Segovia, Nicaragua, Mineral Resource Estimation of the San Albino Deposit.

Goldfarb, R. J. et al., 2005. Distribution, Character, and Genesis of Gold Deposits in Metamorphic Terranes. In: Economic Geology 100th Anniversary Volume: Society of Economic Geologists, pp. 407-450.

Goldfarb, R. J. & Groves, D. I., 2015. Orogenic gold: Common or evolving fluid and metal sources: Lithos, Volume 233, pp. 2-26.

Gray, 2023, San Albino Mine, Conchitas, and Exploration Review, 30Mar2023, private report prepared for Mako Mining, 95p.

Gray, M., 2019. San Albino project, Nicaragua, Multiple Vein Formation Events - Implications for Exploration and Development Strategies: Resource Geosciences Inc.

Grillo, G, 2023, Generalities of the Las Conchitas deposit. Geological, Structural and Mineralogical Aspects, private report prepared for Mako Mining, 43p.

Groves, D. et al., 1998. Orogenic gold deposits: A proposed classification in the context: Ore Geology Reviews, Volume 13, pp. 7-27.

Goerse, G., 1996. Western Mining Corporation Monthly Technical Report-January 1996. EMSA's files.

Janin, C., 1934. Report on San Albino Gold Mines situated in Nueva Segovia - Nicaragua, San Francisco.

Kowalchuk, J., 2011. Technical Report Exploration Summary San Albino-Murra Gold Concession, El Jicaro Area, Dept. Nueva Segovia, Republic of Nicaragua: JMK Geological Services.

Mann, P., 2007. Overview of the Tectonic History of Northern Central America, Geological and tectonic development of the Caribbean plate boundary in northern Central America: Geological Society of America Special Paper 428, pp. 1-19.

McBirney, A., and Williams, H., 1965. Volcanic History of Nicaragua: Berkeley, University of California Press, Volume 55, 73p.

270  /  RSI(RNO)-1006

Monecke, T., Frieman, B., and Reynolds, T., 2022, Vein Paragenesis and Environment of Formation of the San Albino Mine and Related Prospects, Nicaragua, private report prepared for Mako Mining, 15p.3.03.0

Montgomery, M., 2008. Arras Project, Nicaragua, Independent Resource Report for Condor Resources Plc., Geosure Geological Consultants.

Nicaragua 2005 National Census, Eighth Census of Population, Fourth Census of Dwellings, National Institute of Statistics and Censuses.

Nicoz Resources SA, 2016, Estudio de Impacto Ambiental (EIA) Proyecto Mina San Albino, Nicoz Resources, S.A. 2016, Federal permitting document, 480p.

Nicoz Resources SA, 2023, Estudio de Impacto Ambiental (EIA) Proyecto Deposito Las Conchitas y Obras Complementarias, Explotación Minería Metallica, Empresa Nicoz Resources, S.A. July 2023, Federal permitting document, 412p

Peale, R., 1948. Report on San Albino Gold Situated in Nueva Segovia, Nicaragua, San Francisco.

Price, B. J., 2009. Technical Report, San Albino-Murra Gold Concession for Golden Reign Resources Ltd, B.J. Price Geological Consultants Inc.

Puritch, E. et al., 2015. Resource Estimate and Preliminary Economic Assessment on the San Albino Deposit, San Albino-Murra Concession, and El Jicaro Concession, Republic of Nicaragua for Golden Reign Resources Ltd., P&E Mining Consultants Inc.

Puritch, E. et al., 2013. Technical Report and Resource Estimate on the San Albino Deposit, San Albino-Murra Property, Republic of Nicaragua, P&E Mining Consultants Inc.

Ristorcelli, Steven, 2023. Site Visit Report, San Albino and Las Conchitas Projects, Nueva Segovia, Nicaragua, March 31, 2023, private report prepared for Mako Mining, 16p.

Ristorcelli, Steven and Unger, Derick, 2020. Site Visit Report, San Albino Project, Nueva Segovia, Nicaragua. February 28, 2020, private report prepared by Mine Development Associates, a division of RESPEC, for Mako Mining Corp.

Ristorcelli, Steven, C.P.G., Unger, Derick, C.P.G., MacFarlane, Ross, P. Eng., November 25, 2020, Technical Report and Estimate of Mineral Resources for The San Albino Project, Nueva Segovia, Nicaragua, for Mako Mining Corp.

Roberts, R. J. & Irving, E. M., 1957. Mineral Deposits of Central America, Washington: United States Government Printing Office.

Rogers, R. D., Mann, P. & Emmet, P. A., 2007. Tectonic terranes of the Chortis block based on integration of regional aeromagnetic and geologic data; Geological and tectonic development of the Caribbean plate boundary in northern Central America: Geological Society of America Special Paper 428, pp. 65-88.

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Sundblad, K., Cumming, G. L. & Krstic, D., 1991. Lead Isotope Evidence for the Formation of Epithermal Gold Quartz Veins in the Chortis Block, Nicaragua: Economic Geology, Volume 86, pp. 944-959.

Viland, J. C., Henry, B., Calix, R. & Diaz, C., 1996. Late Jurassic deformation of Honduras, Proposals for a revised regional stratigraphy: Journal of South American Earth Sciences, Volume 9, pp. 153-160.

28.0 DATE AND SIGNATURE PAGE

Effective Date of report: October 11, 2023
 
Completion Date of amended report: June 10, 2024

 

 
"Steven J. Ristorcelli"                       Date Signed:
Steven J. Ristorcelli, C.P.G. June 10, 2024

 

 
"Peter Ronning"                                Date Signed:
Peter A. Ronning, P.Eng. June 10, 2024

 

 
"Matthew Gray"                                Date Signed:
Dr. Matthew D. Gray, Ph.D., C.P.G. June 10, 2024

 

 
"John Rust"                                       Date Signed:
John Rust, Registered Member, SME June 10, 2024

 

 
"Brian Ray"                                       Date Signed:
Brian Ray, P. Geo. June 10, 2024

 

 
"Thomas Dyer"                                  Date Signed:
Thomas Dyer, P. Eng. June 10, 2024

 

272  /  RSI(RNO)-1006

29.0 CERTIFICATE OF QUALIFIED PERSONS

STEVEN RISTORCELLI, C. P. G.

I, Steven Ristorcelli, C. P. G., of 393 Fricke Ct., Gardnerville, Nevada, USA, hereby certify that:

I am a consulting geologist doing business as a sole practitioner.

I am one of the authors of the report entitled "Amended Technical Report and Estimate of Mineral Resources For the San AlbinoaAnd Las Cochitas Deposits Nueva Segovia, Nicaragua" (the "Technical Report"), prepared for Mako Mining Corp. with an Effective Date of October 11, 2023 and an Amendment date of June 10, 2024.

I graduated with a Bachelor of Science degree in Geology from Colorado State University in 1977 and a Master of Science degree in Geology from the University of New Mexico in 1980. I am a Certified Professional Geologist (#10257) with the American Institute of Professional Geologists. I have worked as a geologist continuously for 45 years since graduation from undergraduate university. During that time, I have been engaged in the exploration, definition, and modeling of dozens of epithermal gold-silver deposits in North America, Central America and South America, and have estimated the mineral resources for many such deposits.

I visited the San Albino project from February 18 through February 21, 2020, and again March 16 through March 22, 2023.

I take responsibility for Section 1.5, 1.11, 2.0, 10.0, 11.0, 11.3.4, 12.1, 12.3, 14, 24.0, and 25.0, all subject to the comments in Section 3.0.

I am independent of Mako Mining Corp. and all their subsidiaries as defined in Section 1.5 of NI 43-101 and in Section 1.5 of the Companion Policy to NI 43-101.

I have read the definition of "qualified person" set out in National Instrument 43-101 ("NI 43-101") and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

I have had prior involvement with the property as an independent consultant having estimated resources reported in 2020, but none prior to that engagement.

I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

As of the effective date of this report, to the best of my knowledge, information and belief, the parts of this Technical Report that I am responsible for contain all the scientific and technical information that is required to be disclosed to make this Technical Report not misleading.

Dated this 10th day of June, 2024

"S Ristorcelli"                                                  

Signature of Qualified Person, Steven Ristorcelli, C. P. G. 

273  /  RSI(RNO)-1006

MATTHEW GRAY, C.P.G.

I, Dr. Matthew D. Gray, Ph.D., C.P.G. #10688, of Rio Rico, Arizona, USA, Geologist at Resource Geosciences Incorporated, as an author of this report entitled "Amended Technical Report and Estimate of Mineral Resources For the San Albino and Las Conchitas deposits Nueva Segovia, Nicaragua" with Effective Date of October 11, 2023 and an Amendment date of June 10, 2024 (the Technical Report"), prepared for Mako Mining Corp. (the "Issuer") do hereby certify that:

1. I am employed as a geologist at Resource Geosciences Incorporated, an independent consulting geosciences firm, whose address is 765A Dorotea Ct, Rio Rico, Arizona, 85648 USA.

2. I am a Certified Professional Geologist (#10688) with the American Institute of Professional Geologists since 2003, a Member and Fellow of the Society of Economic Geologists since 1987, and my qualifications include experience applicable to the subject matter of the Technical Report. In particular, I am a graduate of the Colorado School of Mines (Ph.D., Geology with Minor in Mineral Economics, 1994; B.Sc., Geological Engineering, 1985) and the University of Arizona (M.Sc., Geosciences, 1988) and I have practiced my profession continuously since 1988. Most of my professional practice has focused on exploration for metallic mineral deposits, the creation of resource models, and the economic development of gold and copper deposits.

3. I am familiar with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and by reason of education, experience and professional registration I fulfill the requirements of a "qualified person" as defined in NI 43-101.

4. I visited the San Albino property for a total of 30 days during the periods 1 to 9 May 2019, 12 to 17 November 2019, 12 to 21 February 2020, and 16 to 21 March 2023.

5. I am solely responsible for Sections 1.0, 1.1, 1.2, 1.3, 1.9, 3, 4, 5, 6, 7, 8, 9, 10.3.1.1, 10.4, 10.5, 10.6, 12.4, 20.1, 20.3, 20.4, 23, 26, and 27.

6. I am independent of the Issuer as described in section 1.5 of NI 43-101.

7. I have had prior involvement with the property that is the subject of the Technical Report, having provided geologic and exploration consulting services at the project on a consulting basis beginning in 2019.

8. I have read NI 43-101 and the Technical Report has been prepared in compliance with NI 43-101.

9. As of the effective date of the Technical Report, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated this 10th day of June, 2024

"Matthew Gray"                                                                      
Dr. Matthew D. Gray, Ph.D., C.P.G. #10688
Geologist
Resource Geosciences Incorporated 

274  /  RSI(RNO)-1006

JOHN RUST (REGISTERED MEMBER SME)

I, John Rust of 4748 West Saguaro Drive, Eagle, Idaho, USA, hereby certify that:

I am a consulting metallurgical engineer working as Mako's chief metallurgist part-time in addition to doing consulting work for other companies in the industry.

I am one of the authors of the report entitled "Amended Technical Report and Estimate of Mineral Resources For the San Albino and Las Cochitas Deposits Nueva Segovia, Nicaragua" (the "Technical Report"), prepared for Mako Mining Corp. with an Effective Date of October 11, 2023 and an Amendment Date of June 10, 2024. I take full responsibility for Sections 1.4, 1.7, 1.8, 1.10, 13, 17, 18, 19, 20.2, 20.5, 21, subject to the comments in Section 3.0.

I graduated with a Bachelor of Science degree in Metallurgical Engineering from the South Dakota School of Mines and Technology in 1984. I am a registered member of SME (#02796650).

I have worked as a metallurgical engineer continuously for 33 years since graduation from undergraduate university. During that time, I have been engaged in the mill operational support and supervision, technical support and supervision for both operations and consulting/engineering companies involved in precious metal and base metal mineral extraction. I have been involved with both operating sites and development projects in North America, Central America and South America.

I have read the definition of "qualified person" set out in National Instrument 43-101 ("NI 43-101") and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

I visited the San Albino project from April 14 through 21, 2022, June 25 through July 1, 2022 and again January 25 through 29, 2023.

I am not independent of Mako Mining Corp. and all their subsidiaries as defined in Section 1.5 of NI 43-101 and in Section 1.5 of the Companion Policy to NI 43-101.

I have not had prior involvement with the property before 2021.

I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

As of the effective date of this report, to the best of my knowledge, information and belief, the parts of this Technical Report that I am responsible for contain all the scientific and technical information that is required to be disclosed to make this Technical Report not misleading.

Dated this 10th day June, 2024

"John Rust"                                                     

Signature of Qualified Person

John Rust, registered member SME #02796650P 

275  /  RSI(RNO)-1006

Thomas L. Dyer, P.E., SME RM

This certificate applies to the report entitled: "Amended Technical Report and Estimate of Mineral Resources For the San Albino and Las Conchitas Deposits Nueva Segovia, Nicaragua" (Technical Report), effective date October 11, 2023 and amended on June 10, 2024.

I, Thomas L. Dyer, P.E., do hereby certify that:

1) I am a Principal Engineer with RESPEC LLC, with a business address at 210 S. Rock Blvd., Reno, NV USA.

2) I graduated with a B.S. degree in Mine Engineering in 1996 from the South Dakota School of Mines and Technology. I have worked as a Mining Engineer for a total of 28 years since my graduation. My relevant experience includes 11 years of Engineering in an operating open pit mine including underground studies. This operations experience included increasing responsibilities obtaining the position of Chief Engineer. Since that time I have worked as a Consulting Mining Engineer for numerous open pit and underground projects including Preliminary Economic Assessments, Prefeasibility, and Feasibility studies. I am a P.E. in Nevada (No. 15729) and am a Registered Member of SME (#4029995RM) in good standing.

3) I have read the definition of "qualified person" set out in National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" within the meaning of

NI 43-101.

4) I have not visited the property which is the subject of the Technical Report .

5) I am responsible for Sections 1.6, 15, and 16 of the Technical Report.

6) I am independent of the issuer Mako Mining Corp. according to Section 1.5 of NI 43-101.

7) II have previously completed pit optimizations for definition of resources.

8) I have read NI 43-101, Form 43-101F1 - Technical Report, 43-101CP - Standards of Disclosure for Mineral Projects, and the Technical Report has been prepared to be compliant with such instrument, form, and companion policy.

9) As of the effective date of the Technical Report, to the best of my knowledge, information and belief, the portions of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

10) I consent to the filing of the Technical Report with any securities regulatory authority, stock exchange and other regulatory authority and any publications by them, including electronic publication in the public company files on their websites accessible by the public.

Dated this 10th day of June, 2024.

Signed/Sealed "/s/ Thomas L. Dyer"
Signature of Qualified Person

Thomas L. Dyer, P.E., SME RM                                    

276  /  RSI(RNO)-1006

 

 

Page

Table of Contents

1.0 SUMMARY 1
1.1 GENERAL INFORMATION 1
1.2 PROPERTY LOCATION, DESCRIPTION AND OWNERSHIP 1
1.2.1 Bankruptcy and Change of Ownership 2
1.3 ACCESSIBILITY, CLIMATE, PHYSIOGRAPHY, LOCAL RESOURCES AND INFRASTRUCTURE 2
1.3.1 Accessibility 2
1.3.2 Climate 3
1.3.3 Physiography 3
1.3.4 Local Resources and Infrastructure 3
1.4 HISTORY AND EXPLORATION/DRILLING PROGRAMS 4
1.4.1 Discovery and Early Mining History (1863 to 1935) 4
1.4.2 Previous Exploration and Development (1982 to 2009) 5
1.4.3 Operating Phases of the Moss Mine under Northern Vertex Mining Corporation (2013 to 2021) 5
1.4.4 Exploration and Operation of Moss Mine under Elevation Gold Mining Corp July, 2021 to 2024 6
1.5 GEOLOGICAL SETTING AND MINERALIZATION 7
1.5.1 Regional Geology 7
1.5.2 Host Rocks 7
1.5.3 Mineralization 8
1.6 METALLURGICAL TESTING AND MINERAL PROCESSING 8
1.7 MINERAL RESOURCE ESTIMATE 9
1.7.1 Introduction 9
1.7.2 Drill Hole Database 9
1.7.3 Geological Model 9
1.7.4 Exploratory Data Analysis 10
1.7.5 Composites 10
1.7.6 Density 10
1.7.7 Block Model 11
1.7.8 Gold Grade Estimation Parameters 11
1.7.9 Silver Grade Estimation Parameters 11
1.7.10 Classification of Mineral Resources 12
1.7.11 Reasonable Prospects of Eventual Economic Extraction 14
1.7.12 Mineral Resource Estimation Tabulation 14
1.8 CONCLUSIONS 16
1.8.1 Risks and Opportunities 16
1.9 BUDGETS AND RECOMMENDATIONS 18
1.9.1 Mine Geology/Exploration Budget 18
1.9.2 Regional Exploration Budget 18
1.9.3 Further Recommendations 20
   
2.0 INTRODUCTION 21
2.1 TERMS OF REFERENCE 21
2.2 DISCUSSIONS, MEETINGS, SITE VISIT AND QUALIFIED PERSONS 21
2.3 SOURCES OF INFORMATION 22

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2.4 UNITS OF MEASUREMENT AND ABBREVIATIONS 23
   
3.0 RELIANCE ON OTHER EXPERTS 26
   
4.0 PROPERTY DESCRIPTION AND LOCATION 27
4.1 MOSS PROJECT LOCATION 27
4.2 MINERAL TENURE AND OWNERSHIP 28
4.2.1 Golden Vertex Corp. (Golden Vertex) 28
4.2.2 Bankruptcy and Change of Ownership 33
4.3 ROYALTIES 34
4.3.1 MinQuest Inc. 34
4.3.2 Greenwood Agreement 36
4.3.3 La Cuesta International Inc. (La Cuesta or LCI) 36
4.3.4 Patriot Gold. 36
4.4 PROPERTY ACCESS 36
4.5 HISTORIC LIABILITIES 37
4.5.1 Phase I Liabilities 37
4.5.2 Permits 37
4.6 QP COMMENTS 38
   
5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 39
5.1 ACCESSIBILITY 39
5.2 CLIMATE 39
5.3 LOCAL RESOURCES AND INFRASTRUCTURE 39
5.3.1 Surface Rights, Power, Water and Personnel 39
5.4 PHYSIOGRAPHY 40
5.4.1 Topography, Elevation and Vegetation 40
   
6.0 HISTORY 41
6.1 PROPERTY HISTORY 41
6.1.1 Discovery and Early Mining History (1863 to 1935) 41
6.1.2 Previous Exploration and Development (1982 to 2009) 42
6.1.3 Historical Production 43
6.2 OPERATING PHASES OF THE MOSS MINE UNDER NORTHERN VERTEX MINING CORPORATION (2013 TO 2021) 44
6.2.1 Phase 1 Project Description 44
6.2.2 Phase II Project Description 44
6.2.3 Phase III 44
6.3 EXPLORATION AND OPERATION OF MOSS MINE UNDER ELEVATION GOLD MINING CORP JULY, 2021 TO 2024 45
6.3.1 Operations and Production by Elevation Gold Mining Corp. During the Period July 1, 2021 to 2024 46
6.4 CORPORATE OWNERSHIP OF THE MOSS MINE PROJECT 2011 TO PRESENT 46
6.5 MINERAL RESOURCE ESTIMATES 47
6.6 EXPLORATION BY ELEVATION GOLD OUTSIDE OF THE MOSS MINE 47
6.6.1 West Oatman 47
6.6.2 Florence Hill 49

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7.0 GEOLOGICAL SETTING AND MINERALIZATION 52
7.1 SOURCES OF INFORMATION 52
7.2 REGIONAL SETTING 52
7.3 HOST ROCKS 53
7.4 MINERALIZATION 53
7.4.1 Moss Vein System 56
7.4.2 West Extension of the Moss Vein 56
7.4.3 Morphology of the Moss Vein 59
7.4.4 Ruth Vein 60
7.4.5 Gold-Silver Mineralization 61
7.5 OXIDATION 65
7.6 STRUCTURAL GEOLOGY 66
7.6.1 Faults 66
7.6.2 Dikes 66
7.7 CURRENT GEOLOGICAL CONCEPTS 67
   
8.0 DEPOSIT TYPES 71
   
9.0 EXPLORATION 74
9.1 INTRODUCTION 74
9.2 PREVIOUS OWNERS AND OPERATORS (1982 TO 2009) 74
9.3 NVMC/GVC (2011 THROUGH 2015) 74
9.3.1 2011 Exploration Program 74
9.3.2 2012 Exploration Program 74
9.3.3 2013/2014 Exploration Program 74
9.3.4 2016 Mapping and Sampling 77
9.3.5 2017 Mapping and Sampling 78
9.3.6 2020 Mapping and Sampling 78
9.3.7 2021 Mapping and Sampling 78
9.3.8 2021 Multi-Spectral Survey 78
9.3.9 Land Expansion 80
   
10.0 DRILLING 81
10.1 LEGACY DRILLING 81
10.2 NORTHERN VERTEX DRILLING 2019 TO 2021 83
10.3 ELEVATION GOLD MINING CORP. DRILLING FROM 2022 TO 2024 86
10.3.1 Reynolds Pit 91
10.3.2 West Extension 92
10.3.3 West Pit 93
10.3.4 Centre Pit 94
10.4 QP COMMENTS 94
   
11.0 SAMPLE PREPARATION, ANALYSES AND SECURITY 96
11.1 GENERAL INFORMATION 96
11.2 SAMPLE COLLECTION AND SECURITY 96
11.2.1 2011 to 2013 Reverse Circulation Samples 96
11.2.2 2011 to 2013 Core samples 96

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11.2.3 2012 Percussion Samples 97
11.2.4 2016 to 2017 98
11.2.5 2019 to 2023 98
11.3 SAMPLE PREPARATION AND ANALYSIS 98
11.3.1 2011 to 2013 Samples 98
11.3.2 2016 to 2017 Samples 99
11.3.3 2019 to 2023 Samples 99
11.4 QUALITY ASSURANCE / QUALITY CONTROL RESULTS 100
11.4.1 QA/QC Results 2011 100
11.4.2 QA/QC Results 2012 100
11.4.3 QA/QC Results 2013 100
11.4.4 QA/QC Results 2020 102
11.4.5 QA/QC Results 2021 102
11.4.6 QA/QC Results 2022 102
11.4.7 QA/QC Results 2023 102
11.5 QUALIFIED PERSON'S COMMENTS 104
   
12.0 DATA VERIFICATION 105
12.1 DRILL HOLE DATABASE 105
12.2 REVIEW OF DRILL HOLE COLLAR ELEVATIONS 107
12.3 REVIEW OF THE DOWN-HOLE SURVEY DATA 107
12.4 VALIDATION OF ASSAYS 107
12.5 RC HOLE ASSAY STATISTICAL ANALYSIS 108
12.6 PERCUSSION HOLE ASSY STATISTICAL ANALYSIS 110
12.7 COMPARISON OF ASSAYS BY LABORATORY 112
12.8 INDEPENDENT VERIFICATION SAMPLES 114
12.9 QUALIFIED PERSON SITE INSPECTION 115
12.10 QUALIFIED PERSON OPINION 116
   
13.0 MINERAL PROCESSING AND METALLURGICAL TESTING 117
13.1 INTRODUCTION 117
13.2 METALLURGICAL TESTWORK 117
13.2.1 Historical Testwork 117
13.2.2 2023 Testwork 118
13.2.3 2025 Testwork 120
13.3 PRODUCTION RECONCILIATION 120
13.3.1 Operational Gold Recovery Performance 120
13.3.2 Operational Silver Recovery Performance 121
13.4 CONCLUSIONS AND RECOMMENDATIONS 122
   
14.0 MINERAL RESOURCE ESTIMATES 124
14.1 INTRODUCTION 124
14.2 DRILL HOLE DATABASE 124
14.3 GEOLOGICAL MODEL 125
14.4 EXPLORATORY DATA ANALYSIS 127
14.4.1 Assays 127
14.4.2 Composites 128

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14.4.3 Grade Capping 130
14.4.4 Contact Analysis 133
14.4.5 Density 134
14.5 SPATIAL ANALYSIS - VARIOGRAPHY 135
14.5.1 Gold Grade Variography 135
14.5.2 Silver Grade Variography 136
14.6 BLOCK MODEL 139
14.6.1 Gold Grade Estimation Parameters 139
14.6.2 Silver Grade Estimation Parameters 140
14.6.3 Density Model 141
14.6.4 Block Model Validation 142
14.7 MINERAL RESOURCES 151
14.7.2 Reasonable Prospects of Eventual Economic Extraction 156
14.7.3 Mineral Resource Tabulation 156
14.7.4 Comparison with 2021 Mineral Resource Estimate 159
   
15.0 MINERAL RESERVE ESTIMATES 162
   
16.0 MINING METHODS 162
   
17.0 RECOVERY METHODS 162
   
18.0 PROJECT INFRASTRUCTURE 162
   
19.0 MARKET STUDIES AND CONTRACTS 162
   
20.0 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT 162
   
21.0 CAPITAL AND OPERATING COSTS 162
   
22.0 ECONOMIC ANALYSIS 162
   
23.0 ADJACENT PROPERTIES 163
23.1.1 Gold Road Mine (Gold Road Inc.) 163
23.1.2 Gold Chain Project (Westpoint Gold Corp.) 165
23.1.3 Secret Pass Project (Northern Lights Resource Corp.) 166
   
24.0 OTHER RELEVANT DATA AND INFORMATION 167
24.1 MINING METHODS 167
24.1.1 Mine Design 167
24.1.2 Design Parameters 167
24.1.3 Mining Pit Phase Progression 168
24.1.4 Mine Production Schedule 168
24.1.5 Waste Storage 168
24.2 RECOVERY METHODS 168
24.3 PROJECT INFRASTRUCTURE 168
24.4 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT 169
24.4.1 Environmental 169

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24.4.2 Permitting 170
   
25.0 INTERPRETATION AND CONCLUSIONS 171
25.1 CONCLUSIONS 171
25.2 METALLURGICAL TESTWORK AND PROCESSING 171
25.3 MINERAL RESOURCE ESTIMATE 172
25.3.1 Introduction 172
25.3.2 Drill Hole Database 172
25.3.3 Geological Model 172
25.3.4 Exploratory Data Analysis 173
25.3.5 Composites 173
25.3.6 Density 173
25.3.7 Block Model 174
25.3.8 Gold Grade Estimation Parameters 174
25.3.9 Silver Grade Estimation Parameters 175
25.3.10 Classification of Mineral Resources 175
25.3.11 Reasonable Prospects of Eventual Economic Extraction 177
25.3.12 Mineral Resource Estimation Tabulation 177
25.4 RISKS AND OPPORTUNITIES 179
   
26.0 RECOMMENDATIONS 181
26.1 MINE GEOLOGY/EXPLORATION BUDGET 181
26.2 REGIONAL EXPLORATION BUDGET 181
26.3 FURTHER RECOMMENDATIONS 183
   
27.0 REFERENCES 184
27.1 GENERAL PUBLICATIONS AND REPORT REFERENCES 184
27.2 WEBSITE REFERENCES 187
   
28.0 DATE AND SIGNATURE PAGE 188
   
29.0 CERTIFICATES OF AUTHORS 189

APPENDICES

APPENDIX 1: GLOSSARY OF MINING TERMS End of report

Moss Mine Project vi February 27, 2026
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Table 1.1 Summary of Exploration and Development Work Carried Out by Previous Owners and Operators on the Moss Mine Project (the 15 patented lode claims) to 2009 5
   
Table 1.2 Summary of Parameters for Mineral Resources Pit Resource Shell 14
   
Table 1.3 2025 Mineral Resource Estimate Sensitivity Analysis for a Series of Cut-Off Grades* 15
   
Table 1.4 Summary of 2025 Mineral Resource Estimate by Classification Category* 16
   
Table 1.5 Risks and Opportunities at the Moss Mine Project 17
   
Table 1.6 Budget Summary for the Moss Mine Geology and Exploration Program 18
   
Table 1.7 Regional Exploration Recommended Budget - Phase 1 19
   
Table 1.8 Regional Exploration Recommended Budget - Phase 2 19
   
Table 2.1 Qualified Persons, Areas of Responsibility and Site Visits 22
   
Table 2.2 Units and Abbreviations 24
   
Table 4.1 List of Moss Mine Area Patented Claim Parcels (located in T20N R20W) 29
   
Table 4.2 Location of Three Additional State Exploration Leases 33
   
Table 6.1 Summary of Exploration and Development Work Carried Out by Previous Owners and Operators on the Moss Mine Project (the 15 patented lode claims) to 2009 42
   
Table 6.2 Summary of Drilling at Moss Mine July, 2021 to 2024 45
   
Table 6.3 Elevation Gold Production at Moss Mine during the Period July 1, 2021 to June 30, 2024 46
   
Table 6.4 West Oatman Drilling History and Highlights 49
   
Table 7.1 A Summary of Microscopic Gold Particle Size Analysis, Moss Vein Material (Baum & Lherbier, 1990) 63
   
Table 8.1 Comparison of Moss Deposit Characteristics with Typical Low Sulfidation Epithermal Gold Deposits 72
   
Table 10.1 Summary of Drilling Statistics for Moss Mine Project 82
   
Table 10.2 Drill Hole Collars for 2022 to 2024 Drilling at Moss Mine Project 88
   
Table 10.3 Summary of Significant Intercepts Reynolds Pit Area 91
   
Table 10.4 Summat of Significant Intercepts West Extension Area 92

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Table 10.5 Summary of Significant Assay Intercepts West Pit Area 93
   
Table 10.6 Summary of Significant Assay Intercepts Centre Pit 94
   
Table 11.1 Summary of CRM and Blank QA/QC Results 101
   
Table 12.1 Distribution of the Samples in the New Database that did not Match the DataShed Sample Assays by Drill Hole 108
   
Table 13.1 Moss Monthly Column Test Gold Data 2022 and 2023 119
   
Table 13.2 Moss Monthly Column Test Silver Data 2022 and 2023 119
   
Table 13.3 Recommended Metals Recoveries 122
   
Table 14.1 Summary of Drill Hole Database inside Block Model Limits 124
   
Table 14.2 Treatment of Missing Sample Intervals 127
   
Table 14.3 Summary Statistics for Original and In-filled Sample Intervals for Gold 128
   
Table 14.4 Summary Statistics for Original and In-filled Sample Intervals for Silver 128
   
Table 14.5 Summary Statistics and Capping Grades for Gold (oz/ton) by Domain 132
   
Table 14.6 Summary Statistics and Capping Grades for Silver (oz/ton) by Domain 132
   
Table 14.7 Summary of Boundary Conditions for Grade Estimation 134
   
Table 14.8 Semi-Variogram Models for Gold by Domain 136
   
Table 14.9 Semi-Variogram Models for Silver by Domain 136
   
Table 14.10 Block Model Definition for Moss Mine Project 139
   
Table 14.11 Kriging Plan for Gold Grades - Pass 3 Parameters 140
   
Table 14.12 Kriging Plan for Silver Grades - Pass 3 Parameters 141
   
Table 14.13 Summary Statistics for Estimated Gold Grades by Domain 142
   
Table 14.14 Summary Statistics for Estimated Silver Grades by Domain 143
   
Table 14.15 Summary Statistics for Block Model Estimates - Volume-Variance Assessment 144
   
Table 14.16 Summary Statistics for Block Model Estimates - Corrected Volume-Variance 145
   
Table 14.17 Comparison of Blasthole and Drill Hole Block Models 149
   
Table 14.18 Summary Statistics Comparing Relative Measures of Confidence in Block Grades 155

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Table 14.19 Summary of Parameters for Mineral Resources Pit Resource Shell 156
   
Table 14.20 2025 Mineral Resource Estimate Sensitivity Analysis for a Series of Cut-Off Grades* 158
   
Table 14.21 Summary of 2025 Mineral Resource Estimate by Classification Category* 159
   
Table 14.22 Comparison of Mineral Resource Estimation Parameters for 2021 and 2025 159
   
Table 14.23 Moss Mine Project - Mineral Resources, July 1, 2021 161
   
Table 25.1 Summary of Parameters for Mineral Resources Pit Resource Shell 177
   
Table 25.2 2025 Mineral Resource Estimate Sensitivity Analysis for a Series of Cut-Off Grades* 178
   
Table 25.3 Summary of 2025 Mineral Resource Estimate by Classification Category* 179
   
Table 25.4 Risks and Opportunities at the Moss Mine Project 180
   
Table 26.1 Budget Summary for the Moss Mine Geology and Exploration Program 181
   
Table 26.2 Regional Exploration Recommended Budget - Phase 1 182
   
Table 26.3 Regional Exploration Recommended Budget - Phase 2 182

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List of Figures

Figure 4.1 Location of the Moss Mone 27
   
Figure 4.2 Location Plan for the 15 Moss Patented Claims (Reserve Pit Outline in Red) (Source: IMC, 2021) 30
   
Figure 4.3 Land Position of Golden Vertex 32
   
Figure 4.4 Moss Project Legacy Claims 35
   
Figure 6.1 Historical Photograph of the Allen Shaft at Moss Mine, 1920-1921 42
   
Figure 6.2 West Oatman Location Map 48
   
Figure 6.3 Florence Hill/Grapevine Location Map 51
   
Figure 7.1 Geology and Exploration Areas around the Moss Mine 54
   
Figure 7.2 Geology and Exploration Areas along the Moss Vein 55
   
Figure 7.3 Mid-West Extension Geology and Rock-Chip Gold (in ppb) 58
   
Figure 7.4 Occurrence of Gold/Electrum Grains* 63
   
Figure 7.5 Paragenesis of the Moss Deposit 64
   
Figure 7.6 Cut Core from Drill Hole AR204C at 385 ft Downhole (272 ft vertical depth), Showing Partial Oxidation (brown limonite) in the Moss Vein 65
   
Figure 7.7 Moss and Ruth Veins relative to Canyon Fault 68
   
Figure 7.8 Moss Stockwork and Reynolds Zone 69
   
Figure 7.9 Cross-Section for the Reynolds Zone showing the Flatter Attitude Looking West (Azimuth 280°) 70
   
Figure 8.1 Examples of bladed calcite partially replacing quartz (evidence of boiling) in HQ- diameter (2.5") diamond core drill holes: Right a) AR-165C at 213 ft; Left b) AR21-410C at 781 ft (with purple fluorite) 72
   
Figure 9.1 Key Exploration Target Areas on the Moss Property 75
   
Figure 9.2 Total Magnetic Intensity and Structural Interpretation 76
   
Figure 9.3 Map of Moss Project Area showing the Property Boundary, Gold/Silver Occurrences, Veins, Structures, and Alteration Mapping from the PhotoSat Hyperspectral Survey. 79
   
Figure 10.1 Plan Map of Drilling at the Moss Mine Project 87

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Figure 11.1  Duplicate Laboratory Assay Checks of Duplicate Gold Assays 103
   
Figure 11.2  Duplicate Preparation Assay Checks of Duplicate Gold Assays 103
   
Figure 12.1  Breakdown of the Moss Mine Assays by Laboratory 105
   
Figure 12.2  Breakdown of the Moss Mine Assays by Drill hole Type 106
   
Figure 12.3  Comparison of Closest Pairs between RC and DDH Assays up to 10 Feet Apart 109
   
Figure 12.4  Comparison of Twin Holes - AR-113R (RC) versus WW-06 (DDH) 110
   
Figure 12.5  Comparison of Closest Pairs between PERC and DDH Assays up to 10 Feet Apart 111
   
Figure 12.6  Comparison of Twin Holes - AR-163C (DDH) versus 3_00B (PERC) 111
   
Figure 12.7  Comparison of Assay Pairs 10 Feet Apart for MDB versus Inspectorate 112
   
Figure 12.8  Comparison of Assay Pairs 10 Feet Apart for Chemex versus Inspectorate 113
   
Figure 12.9  Comparison of Assay Pairs 10 Feet Apart for Chemex versus Skyline 113
   
Figure 12.10 Photograph of Sample Pulps Submitted for Assay to Skyline Laboratories 114
   
Figure 12.11 Pass/Fail Graph for Duplicate Sample Assays 115
   
Figure 13.1  Cumulative Operational Performance Data for Gold 121
   
Figure 13.2  Cumulative Operational Performance Data for Silver 122
   
Figure 14.1  Plan View of the Geological Domains 126
   
Figure 14.2  Sectional View at 6,000 ft Northwest of the Geological Domains 126
   
Figure 14.3  Ten Foot Composite Summary Statistics for Gold Grade by Domain 129
   
Figure 14.4  Ten Foot Composite Summary Statistics for Silver Grade by Domain 129
   
Figure 14.5  Log-Probability Plot of Gold Grade 10 Foot Composites for Domain 7 - Moss Vein 131
   
Figure 14.6  Decile Analysis of Gold Grade 10 Foot Composites for Domain 7 - Moss Vein 131
   
Figure 14.7  Contact Plot between East Stockwork (4) and Moss Vein (7) for Gold Gra 133
   
Figure 14.8  Semi-Variogram Maps, Dir. Semi-Variograms and Fitted Models for Au Domain 04 135
   
Figure 14.9  9 Experimental Semi-Variogram and Fitted Model for Gold Grades 137
   
Figure 14.10 Experimental Semi-Variogram and Fitted Model for Silver Grades 138

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Figure 14.11 Swath Plot of Gold Grades for Domain 4 144
   
Figure 14.12 Grade-Tonnage Curve - for all Block Gold Grade Estimates 146
   
Figure 14.13 Plan View at the 1,710 Foot Elevation. of Gold Block Grade Estimates 147
   
Figure 14.14 Section 6,000 Feet NW - Block Gold Grade Estimates 147
   
Figure 14.15 Section 7,000 Feet NW - Block Gold Grade Estimates 148
   
Figure 14.16 Section 11,000 Feet NW - Block Gold Grade Estimates 148
   
Figure 14.17 Cross-Section at 6,000 Feet NW of Blasthole Block Model Gold Grades 150
   
Figure 14.18 Cross Section at 6,000 Feet NW of Drill Hole Block Model Gold Grades 150
   
Figure 14.19 Plan View at 1,910 Foot Elevation of the Classification of the Blocks before Smoothing 154
   
Figure 14.20 Plan View at 1,910 Foot Elevation of the Classification of the Blocks After Smoothing 154
   
Figure 14.21 Plan view of Pit19 at US $2500/oz Gold Mineral Resource Shell with Drill Hole Traces 157
   
Figure 23.1  Location of Projects Adjacent to Moss Mine 164
   
Figure 23.2  Westpoint's Tyro Main Zone showing the Historical Mining Cut and Stockwork* 165
   
Figure 23.3  Drilling Highlights of Westpoint's Tyro Main Zone* 166

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1.0 SUMMARY

1.1 General Information

Micon International Limited (Micon) has been retained by Mako Mining Corp. (Mako) to prepare a an NI 43-101 Technical Report for the Moss Mine Project (Moss Mine Project or the Project) located in the Oatman Mining District, Mohave County, Arizona, in order to disclose the 2025 Mineral Resource Estimate (MRE) in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101).

This report may disclose technical information, the presentation of which requires the Qualified Persons (QPs) to derive sub-totals, totals and weighted averages that inherently involve a degree of rounding and, consequently, introduce a margin of error. Where these occur, the QPs do not consider them to be material.

The conclusions and recommendations of this report reflect the QPs' best independent judgment in light of the information available to them at the time of writing. Micon and the QPs reserve the right, but will not be obliged, to revise this report and conclusions if additional information becomes known to them subsequent to the date of this report. Use of this report acknowledges acceptance of the foregoing conditions.

This report is intended to be used by Mako subject to the terms and conditions of its agreement with Micon. That agreement permits Mako to file this report publicly as a Technical Report pursuant to applicable securities legislation.

Micon and the QPs are independent of Mako as defined under Section 1.5 of NI 43-101. Neither Micon nor the individual QPs have, nor have they previously had, any material interest in Mako and its related entities. The relationship with Mako is solely a professional association between the client and the independent consultants. This report is prepared in return for fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

Micon and the QPs are pleased to acknowledge the helpful cooperation of Mako management, personnel and consulting field staff, all of whom made any and all data requested available and responded openly and helpfully to all questions, queries and requests for material.

1.2 Property Location, Description and Ownership

The Moss Mine Project is located at latitude 35°5'49" N and longitude 114°26'43" W, which is about 10 miles east from Bullhead City, Arizona, along Silver Creek Road. Bullhead City, Arizona is about 90 miles southeast from Las Vegas, Nevada.

The initial ownership in the Moss Mine Project was acquired by Golden Vertex Corp. (Golden Vertex), a subsidiary of Northern Vertex Mining Corporation (Norther Vertex Mining or NVMC) through an option agreement with Patriot Gold Corp. ( Patriot Gold) to acquire a 70% interest in 2011 and a subsequent purchase agreement with Patriot in 2016 to acquire a full 100% interest in the Moss Mine Project subject to a royalty agreement.

Moss Mine Project 1 February 27, 2026
Mako Mining Corp.

In 2021, Golden Vertex purchased ten patented claims (McCullough Patents) in northern T19N R20W covering 109.4 ac. These patented claims are owned as fee simple property by Golden Vertex. The claim boundaries were surveyed at the time of patenting and recorded as Mineral Survey 3349. They were recorded with Mohave County as Parcels 221-04-002 and 221-05-001.

On Sept 24, 2021, Northern Vertex Mining changed its name to Elevation Gold Mining Corp. (Elevation Gold or EGMC). They also consolidated shares 6:1 at the same time.

1.2.1 Bankruptcy and Change of Ownership

On August 1, 2024, Elevation Gold obtained an order (the "Initial Order") of the Supreme Court of British Columbia (the "Canadian Court") granting it creditor protection under the Companies' Creditors Arrangement Act (the "CCAA"). Under the Initial Order, KSV Restructuring Inc. (the "Monitor") was appointed as the monitor of Elevation Gold. In order to obtain similar protection in the United States, a petition under chapter 15 of the US Bankruptcy Code was filed with the US Bankruptcy Court for the District of Arizona.

Additionally on the same date, Golden Vertex announced that it was ceasing active mining but intended to continue the operation of the beneficiation facilities.

On December 31, 2024, Elevation Gold announced the completion of the sale of Moss Mine with an arm's length purchaser, EG Acquisition LLC. ("EGA"), in respect of the purchase and sale of certain of Elevation's assets, including the outstanding common shares of Golden Vertex, which held the Moss Mine located in Arizona. The Canadian Approval Order was subject to recognition by the U.S. Court in the Chapter 15 Proceedings. The US Recognition Hearing was heard on December 23, 2024, and the US Approval Order was entered on December 30, 2024. The Transaction was also approved by the TSX Venture Exchange subject to approval by the U.S. Court.

On March 27, 2025, Mako Mining Corp. (Mako) announced the completion of the purchase of the Moss Mine.

The acquisition was completed pursuant to the terms of an interest purchase agreement dated March 26, 2025, between Mako US Corp. as buyer, Wexford EG Acquisition LLC as vendor, EGA as target and Mako as buyer guarantor, pursuant to which Mako US acquired 100% of the ownership interests in EGA, a private company controlled by Mako's controlling shareholder, Wexford Capital LP (collectively with its managed funds, "Wexford") that acquired 100% of the shares of Golden Vertex, the operating subsidiary of the Moss mine, under a CCAA proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

1.3 Accessibility, Climate, Physiography, Local Resources and Infrastructure

1.3.1 Accessibility

The nearest cities to the Moss Mine Project are Bullhead City, Arizona (10 miles west) and Laughlin, Nevada (14 miles northwest) which are separated north-south by the Colorado River.

Las Vegas, Nevada is the nearest major city to the Moss Mine Project, which is approximately 90 miles (1.5 hours) northwest of Bullhead City, Arizona. From McCarran International Airport in Las Vegas, Interstate Highways 215, 11 and US Highway 95 lead to State Highway 163 into the Laughlin-Bullhead City area and are good quality paved roads. Moss Mine can be reached by traveling about 10 miles via Bullhead Parkway east on the Silver Creek Road (an improved dirt road).

Moss Mine Project 2 February 27, 2026
Mako Mining Corp.

Approximately seven miles east of the Moss Mine Project area is the small town of Oatman, Arizona. Oatman is a historical gold mining town that hosted three underground gold mines in the late 1800s and early 1900s.

1.3.2 Climate

The climate in the general Moss Mine Project area is classified as desert. The Project lies within the Holdridge Life Classification zone it is in a warm temperate latitudinal region, pre-montane to lower montane altitudinal zone and a desert humidity province. There are no climatic constraints on the operating season, although daytime temperatures can exceed 110ºF during June, July and August. Heatwaves with temperatures in excess of 120ºF are not uncommon. Lows average about 44ºF in the winter months, with recorded lows of 24ºF. The average annual rainfall in Bullhead City is six inches (data from www.usclimatedata.com). No rain may fall for months, heavy rainfalls may occur during the monsoon season, which is between July and September.

1.3.3 Physiography

The Moss Mine Project area is located in the Black Mountain Range in the southern part of the Basin-and-Range topographic province, 10 miles east of Bullhead City, Arizona.

Elevations across the Moss Project area vary from approximately 2,160 ft to 2,690 ft above sea level. The Moss vein forms a prominent east-west ridge across the northern portion of the block of 15 patented lode claims.

The local project area is drained by erosional features that drain to Silver Creek Wash located one mile south of the block of 15 patented lode claims, which is dry for most of the year, and drains southwest and then west into the Colorado River. Vegetation is generally sparse; comprised of bunch grass, sagebrush and various species of cacti. The Fort Mojave Indian Tribe and other private companies have created an agricultural community that covers several square miles in the fertile fields of Mohave Valley and Fort Mohave, to the immediate south of Bullhead City and west of the project area. The main crops are cotton and alfalfa.

1.3.4 Local Resources and Infrastructure

The Moss Mine Project was an active mine which was fully permitted and maintained the surface rights necessary to operate. Although the mine began production using diesel- powered generators, the mine has installed line power from Mohave Electric Co-Operative (the local power utility) which became operational as of mid-September, 2020.

The principal water source for mine operations is from wells drilled on the Moss Mine property. Additional water sources occur from water seepage into the open pits. Make up water is trucked to site, when necessary.

Moss Mine Project 3 February 27, 2026
Mako Mining Corp.

There are sufficient services within the Bullhead City-Laughlin area to provide supplies, services and manpower to the mine. Technical and management roles can be filled by suitable professionals from mining groups throughout the Western US.

1.4 History and Exploration/Drilling Programs

1.4.1 Discovery and Early Mining History (1863 to 1935)

The Moss Mine Project was discovered in 1863 by John Moss (1839-1880). At the time, it was reported to be the first major gold discovery in Mohave County. The larger San Francisco Mining District of Mohave County was established in 1864 (Malach, 1977).

The available records show that John Moss was made aware of the Moss Mine area by stories about soldiers from nearby Fort Mojave prospecting for and finding gold. A popular, alternative account of the Moss vein discovery is that Chief Irataba of the Mojave Tribe led Moss to what became known as the Moss vein outcrop. Whatever the case, John Moss' name appeared on the first recorded mining claim called the Moss Lode, under the ownership of the San Francisco Gold and Silver Company. The initial gold discovery at Moss was extremely high grade. Lausen (1931) reported that, "From a hole only ten ft in diameter, $240,000 is said to have been taken out.", from a site immediately to the east of the later site of Allen Shaft. The extremely high-grade ore was likely the result of near- surface enrichment, creating coarse free gold. Later mining near the high-grade pocket found coarse gold flakes and wire gold along with iron and manganese oxides in vugs (Lausen, 1931).

The available records show that Moss sold the Moss Lode to Dahrean Black and that it was later sold to the Gold Giant Mining and Milling Company of Los Angeles. The area around the glory hole was explored by numerous holes and tunnels, but no other substantial quantities of gold are reported to have been found. Ransome (USGS Bulletin 743 - Preliminary Report 1923) stated that $240,000 worth of gold (approximately 12,000 ounces) was recovered by Moss.

Following its abandonment in 1866, there was little mining activity in the district until the discovery of the regionally famous Gold Road Vein in 1901. The town of Vivian was founded in that year; its name was changed to Oatman in 1908. In 1906, the Tip Top and Ben Harrison mineralized shoots were discovered. In 1915 and 1916 the Big Jim, Aztec and United Eastern mineralized bodies were discovered on the Tom Reed Vein. Mining activity increased and the population of Oatman grew to a reported 10,000 (today referred to as the Oatman gold mining boom, 1915 to 1917). By the mid-1920s the population of Oatman had fallen to a few hundred. In 1933, an increase in the gold price from US$20 to US$35 per ounce resulted in a brief flurry of activity, but all the local mines were closed by 1942 (Ransome, 1923; Sherman & Sherman, 1969; Varney, 1994).

Historical underground mine plans of the Moss Mine in GVC's database are dated May 10, 1915 by Gold Road Mines Co. of Gold Road, Arizona, and September 25, 1920 by the Moss Mines Co. of Gold Road, Arizona. These show the Allen Shaft and levels at 60 ft, 75 ft, 125 ft and 220 ft. The plans show that Moss Mine was operating between 1915 and 1920.

The available records show that the Ruth Mine was accessed by a 60º degree incline shaft to drifts on the 100-ft, 200-ft and 300-ft Levels. Activity appears to have continued through to mid-1935, by which time approximately 600 ft of drifting is reported to have been completed.

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Mako Mining Corp.

1.4.2 Previous Exploration and Development (1982 to 2009)

Table 1.1 summarizes the work carried out on the Moss Mine Project by previous owners and operators, up to and including Patriot Gold's last exploration program in 2009.

Table 1.1
Summary of Exploration and Development Work Carried Out by Previous Owners and Operators on the Moss Mine Project (the 15 patented lode claims) to 2009

Company Date Work Completed Comments
Moss Mine 1860 to 1920 Surface holes and underground mining 12,000 oz of gold reported to have been extracted
Ruth Mine 1900? to 1935 Underground mining Approx. 24,400 t of mineralized material extracted
BF Minerals 1982 54 rotary air trac holes, four reverse circulation ("RC") holes for a total of approximately 6,190 ft Only assayed Moss Vein material.
Harrison Minerals 1987 to 1988 (exact dates unknown) Rehabilitated Allen Shaft and deepened it to 300 ft Constructed headframe in 1987, reportedly left broken mineralized material in stopes, 3,000 to 5,000 short tons trucked to Tyrol mill.
Billiton Minerals 1990 21 RC holes for a total of 6,925 ft Preliminary analysis of gold and silver deportment, preliminary metallurgical tests.
Magma Copper Company 1991 21 RC holes for a total of 9,890 ft Developed local geological maps. Metallurgical testwork carried out by McClelland Laboratories.
Reynolds Metals Explorations, Inc. 1991 11 holes for 4,865 ft, plus two RC holes 500 ft Collar coordinates are not available.
Golconda Resources 1993 19 RC holes for a total of 3,058 ft  
Addwest Minerals International Ltd. 1996 to 1997 30 RC holes for a total of 8,217 ft plus six diamond holes for a total of 1,667 ft Developed a new geological model.
Patriot Gold Corporation 2004 to 2009 43 RC holes for a total of 11,807 ft plus 12 diamond holes for a total of 6,846 ft Consolidated the land position, carried out geological studies and surveys. Contracted Metcon Research to carry out metallurgical testwork.

1.4.3 Operating Phases of the Moss Mine under Northern Vertex Mining Corporation (2013 to 2021)

1.4.3.1 Phase I

The Phase I pilot heap operations were carried out in 2013 and 2014 to test the metallurgical parameters for commercial operations. The Phase I facilities included an open pit, heap leach pad, barren and pregnant solution ponds, a carbon recovery plant, and ancillary facilities such as an onsite laboratory, onsite diesel power, a medical/safety office and a general office trailer.

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Mako Mining Corp.

The heap leach stage of the operation was carried out from August 2013 to September 2014. During this period, a weak cyanide solution was applied to the top of the heap using drip irrigation. Solutions were recovered to a pregnant solution pond and then circulated through conventional carbon columns. The loaded pregnant carbon was then shipped offsite to a stripping facility to recover the precious metals. The stripped carbon was then returned to the Moss project site for re-use.

1.4.3.2 Phase II

Phase II of the Project was based on the 2015 Feasibility Study (and NI 43-101 Technical Report dated June 2015) that involved mining and processing material wholly contained within the patented claim boundaries, which could be accessed without trespass onto adjacent public lands administered by the BLM. The necessary permits and capital were obtained and Phase II commenced construction in late 2017 with eventual operation during 2018 that consisted of mining, crushing, agglomeration and stacking of ore onto a conventional heap leach pad. Commercial production was declared as of September, 2018. Gold and silver recovery were achieved by a Merrill Crowe process to produce doré bars at the Project site.

The operation was designed for a five-year mine life based on a throughput of 5,000 tons per day.

1.4.3.3 Phase III

Phase III of the Project, which was based on the November, 2017 Technical Report, extended operations onto the adjacent federal lands administered by the Bureau of Land Management (BLM). This third phase allowed Northern Vertex Mining to take full advantage of the estimated Measured and Indicated mineral resources. The third phase necessitated an expanded waste rock facility to accommodate the additional waste rock as well as an expanded heap leach pad to treat the additional mineralized material.

BLM issued a Decision Record and Finding of No Significant Impact (FONSI) regarding GoldenVertex's Mine Plan of Operation on March 18, 2020 based on analysis provided in the Phase III Moss Mine Expansion and Exploration Project Environmental Assessment (EA).

1.4.4 Exploration and Operation of Moss Mine under Elevation Gold Mining Corp July, 2021 to 2024

During the period 2021 to 2022, drilling at the Moss Mine focused on infill and expansion drilling within or near the planned pits. The table below shows the areas, objectives and highlights of significant drill intersects. This drilling extended the known mineralization at depth and along strike to the west in 4 areas.  In addition, 7 condemnation holes were drilled in the Rattan area for the 3B leach pad. Several of these holes had intervals above the cut-off grade, however, not enough to justify applying for new permits to move the proposed leach pad.

On March 16, 2023, Elevation Gold announced an intersection of a 100.6 m thick zone with an average grade of 0.5 g/t Au at the Reynolds area. Subsequent drilling of 50 RC drill holes accounting for 23,990m were drilled in the Reynolds area and continued to identify a wide mineralized zone. The geology in the Reynolds area is distinct from the main Moss vein area as it is the only mineralization identified to date that is hosted in volcanic rocks as opposed to intrusive rocks. In addition, no coherent quartz veins were identified in the RC drilling.

Moss Mine Project 6 February 27, 2026
Mako Mining Corp.

1.5 Geological Setting and Mineralization

1.5.1 Regional Geology

In a regional structural context, the Oatman district lies in the transition zone between the stable Colorado Plateau on the north and disrupted terrane of the highly extended Basin and Range on the south. Although the area is broken into north-south trending ranges and valleys typical of the Basin and Range, extension is minor.

The Oatman mining district lies within a large Tertiary volcanic field, developed on a basement of Precambrian granitic and metasedimentary rocks. A batholitic body of trachytic magma invaded the volcanic field to the northwest of Oatman, culminating in massive pyroclastic eruptions of the Peach Springs tuff, resulting in collapse of the roof of the batholith and formation of the huge Silver Creek caldera at ~18.8 Ma (Ferguson et al., 2013). The Peach Springs tuff fills the caldera; its outflow ash-flow sheet extends for more than 100 miles from the caldera, covering more than 15,440 square miles across northwest Arizona and California (Pamukcu, et al, 1986). The main Oatman district lies just outside of the caldera rim, where mineralization is hosted in pre-caldera intermediate composition lava flows; whereas Moss lies inside the caldera and is hosted in intra-caldera tuffs and intrusions.

1.5.2 Host Rocks

The dominant host rock of the Moss deposit is the Moss porphyry, a polyphase monzonite to quartz monzonite porphyry, which intrudes the Peach Springs tuff. Typical Moss porphyry contains coarse grained (4 mm to 10 mm) plagioclase and biotite phenocrysts with lesser hornblende in a very fine-grained groundmass of quartz and feldspar. The Moss stock contains several phases, including equigranular quartz monzonite to monzodiorite, and more felsic phases. Within the project area, the porphyry has undergone weak early propylitic and potassic alteration, characterized by potassic feldspar partially replacing plagioclase feldspar. Sparsely porphyritic feldspar porphyry and rhyolite porphyry to aplite dikes with quartz eyes crosscut the porphyry and the volcanic wall rocks and constitute minor host rocks. Late (post-mineral) micro-gabbro to basalt dikes cut all units along north-trending faults.

The easternmost portion of the Project area and the western portions of the claims, west of the West Pit, are underlain by the Peach Springs tuff, (formerly the Alcyone Formation), consisting of volcanic tuffs, flows, and minor volcaniclastic sediments filling the caldera. In the project area, the Peach Springs tuff is a thick, highly variable unit composed dominantly of several welded trachytic ash-flow tuff sheets separated by coarse volcaniclastic sediments, debris flows, and volcanic breccias. Lithic-rich welded tuff is common.

Locally, large-foundered blocks of Precambrian granite, representing landslide deposits from the caldera walls, occur within the tuff. Welded tuffs within the Peach Springs tuff are competent units capable of hosting both persistent veins and stockworks.

Moss Mine Project 7 February 27, 2026
Mako Mining Corp.

The Times granite, a fine-to medium grained leucogranite, forms an irregular intrusion centred to the south of Silver Creek. Age relations between the Moss porphyry and the Times granite are uncertain; the two intrusions appear to intermingle in several places. The granite is a host rock at the West Oatman prospect.

1.5.3 Mineralization

Gold-silver mineralization in the West Oatman district occurs as high-level low-sulfidation epithermal veins and stockworks. The mineralization is very similar to that of the main Oatman mining district. The Moss Vein may represent the western extension of the Gold Road vein on the north end of the Oatman district.

Three main veins and their associated stockworks host the bulk of mineralization defined to date at Moss:

1) The Moss Vein and its extensions to the west and east of the resource area.

2) The Ruth Vein to the immediate south of the Moss Vein.

3) The West Oatman Vein, lying about one mile to the south of the Moss Vein.

1.6 Metallurgical Testing and Mineral processing

The Moss Mine utilizes conventional crushing to approximately P90 6.3 mm (¼ inch), followed by valley-fill heap leaching. Gold and silver are recovered from pregnant leach solution using a Merrill-Crowe zinc cementation process, with doré bars produced on site. The nominal processing rate is 5,500 short tons per day.

Metallurgical testwork has been conducted on an ongoing basis and includes bottle roll tests (weekly) and column leach tests (monthly) using representative crushed ore composites. Historical column testwork reported average gold recoveries of approximately 80% at laboratory scale, with recommended scale-up adjustments resulting in estimated operational recoveries of 75-77% gold and 40-43% silver. Testing demonstrated that gold recovery was relatively consistent and characterized by rapid early leaching followed by slower diffusion-controlled recovery. Silver recoveries were more variable and exhibit slower leach kinetics.

Column test results from 2022-2023 showed average gold recoveries of approximately 74% over average leach periods of about 107 days, with results generally consistent with commercial heap leach performance. Silver recoveries during the same period averaged approximately 25%, with greater variability observed. Operational reconciliation data from 2018 through 2024 indicate cumulative recovery factors of approximately 75% for gold and 40% for silver, which are consistent with testwork results and production history.

The mine has generated substantial operating data since commencing production in 2018, providing a strong empirical basis for recovery forecasting. No deleterious elements affecting metallurgical performance have been identified to date.

Moss Mine Project 8 February 27, 2026
Mako Mining Corp.

Based on historical testwork, ongoing metallurgical programs, and production reconciliation, the recommended metallurgical recovery assumptions for use in this Technical Report are 75% for gold and 33% for silver.

Continued metallurgical monitoring, statistical correlation between bottle roll and column results, extended column testing to determine ultimate recoveries, and additional investigation into silver recovery variability are recommended to maintain confidence in long-term recovery projections.

1.7 Mineral Resource Estimate

1.7.1 Introduction

The mineral resource estimate was carried out by Chris Keech, P.Geo., Principal Geologist of CGK Consulting Services Inc (CGK) using MineSight® version 15.4 software for the development of the block model gold and silver block grade estimates and Geostokos Toolkit® for variography analysis of the composited gold and silver grades. Mr. Keech is a Qualified Person and is independent of Mako as defined by NI 43-101.

The mineral resources estimate for the Moss Mine Project has been carried out in accordance with the CIM's "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines" (November 2019). The mineral resources have been generated from drill hole data the interpretation of a geological model that identifies the spatial distribution of the gold and silver grades. The interpolation parameters have been defined based on the drill hole data and the geological interpretation and geostatistical analysis of that data.

The mineral resources have been classified by proximity to data locations and the quality of the data and have been reported in accordance with CIM's "Standards on Mineral Resources and Reserves" (May 2014) as required by NI 43-101.

1.7.2 Drill Hole Database

The drill hole data inside the block model area consists of 1,169 drill holes totalling 452,086 ft of drilling with 87,471 sample intervals. RC drilling has contributed more than 55% of the drill holes and more than 81% of the sample intervals to the drill hole database inside the block model limits. Next are the core drill holes, which have contributed 11% of the holes and 12% of the sample intervals. The remaining 33% of the drill holes are short rotary holes which account for 6% of the sample intervals.

1.7.3 Geological Model

The Geological Block Model was constructed based on four wireframe solids that represent the Stockwork mineralization, the Moss Vein, the Ruth Vein and a higher-grade Reynolds Stockwork mineralization. This interpretation was developed by Mr. Gary Wong, P.Eng of PDM Technical Services Ltd. on Northwest facing cross-section. In addition to these wireframe solids, two surfaces were also considered, one representing the Canyon fault and the other representing the geological contact between the Intrusive rocks in the east with the Volcanic rocks in the west.

This geological interpretation was used to code the block model and develop 10 geological domains.

Moss Mine Project 9 February 27, 2026
Mako Mining Corp.

The Stockwork mineralization has been divided into three domains, East Stockwork Intrusive, West Stockwork Intrusive and Volcanic Stockwork Intrusive. Inside the East Stockwork, lies the Ruth and Moss Veins. The Moss Vein dips steeply to the south, while the Ruth Vein dips moderately to the north.  Both veins are enveloped by the Stockwork style mineralization.

The drill hole assays were coded using the block model to assign the geological codes that were used to carry out the Exploratory Data Analysis and Variography.

1.7.4 Exploratory Data Analysis

Statistical and graphical summaries of the gold and silver grades were produced to understand the distribution of the grades in the deposit. The statistical and graphical summaries include histograms, log-probability plots, side-by-side boxplots, scatterplots, decile analysis plots and contact plots. The assays were separated by mineralised zone to examine the distribution of the gold and silver assay grades. The results of this analysis were used to develop the estimation parameters.

1.7.5 Composites

Analysis of the sample lengths shows that 87% of the assays inside the block model area are 5 ft in length.  Compositing the drill hole assay intervals provides a common sample support for the estimation algorithm. The selected bench height for the block model is 20 ft and often a half bench height (10 ft) is a good choice for a composite length, as there is some variance reduction, but not too much, and there is a reduction in the number of data to be used by the estimation algorithm. Therefore, a 10 ft composite length was chosen for the estimation of gold and silver grades. The compositing started at the collar of the hole and proceeded at 10 ft regular intervals down the drill holes.

1.7.6 Density

A total of 506 specific gravity determinations were performed on drill core samples collected from material within the mineralized zones. These determinations were performed by ALS Chemex laboratory using unsealed immersion technique to measure the weight of each sample in air and in water (ALS Chemex standard OA-GRA08).

Previous work with the 506 SG determinations has shown that material within 40 ft of the surface has a lower dry bulk density of 2.51 g/cm and that material below 40 ft depth has a higher dry bulk density of 2.58 g/cm.

However, a tonnage factor of 12.35 cu-ft/short ton has been used by Moss Mine since the mine opened, and this factor has proven to be sufficiently accurate to be considered reliable in estimating the mined tonnage.  This is equivalent to a dry density of 2.59 g/cm.

Consequently, for this mineral resource estimate, the QP for this section of the report recommends continuing the use of 12.35 cu-ft/short ton as the tonnage factor for estimating all in-situ tonnage estimated in the block model.

Moss Mine Project 10 February 27, 2026
Mako Mining Corp.

1.7.7 Block Model

A 3D block model was constructed using MineSight® 15.4 software with the dimensions shown in Table 14.10. The block size was chosen to reflect a potential selective mining unit (SMU) of 20 ft x 20 ft x 20 ft, given the anticipated open-pit mining scenario. The block model covers an area of approximately 10,000 ft by 4,000 ft in plan view, and approximately 2,200 ft vertically. The block model coordinates are in local coordinates, which are based on Arizona State Plane West Zone, 0203; UTM 12.

The estimation of gold and silver grades was carried out using ordinary kriging in MineSight® 15.4 software using a three-pass search strategy to use the most local 10ft composite data to a block location being estimated

1.7.8 Gold Grade Estimation Parameters

The following is a summary of the parameters used to estimate the block gold grades by domain in the block model.

• Capped gold grade 10 ft composites were used for ordinary kriging into the blocks in the model for domains 1, 2, 3, 4, 5, 6, 7, 8, 9, 10.

• In addition to capping the 10 ft gold composite grades, an outlier restriction of 40 ft was used for domains 1, 2, 3, and 10; and an outlier restriction of 60 ft was used for domains 4, 5 and 9 (Stockwork). The grade thresholds for the outlier restriction were taken from the Decile Analysis results. No outlier restrictions were used for domains 6, 7 and 8 (Ruth and Moss Veins).

• Geological boundaries are based on the domain wireframes, and the domain codes were assigned to the block model and used to control the selection of the 10 ft composites and the blocks to be estimated. There was no sharing of composites across the domain boundaries.

• Spatial 3D mathematical models were fitted to the experimental semi-variograms for each of the domains and used for ordinary kriging of the blocks in the model.

• A three-pass search strategy was used with the ranges based on the drill hole spacing and semi-variogram models. The search ellipsoids were expanded to ensure a reasonable amount of the blocks in each domain were estimated.

• A minimum of four and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 1.

• A minimum of eight and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 2.

• A minimum of 12 and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 3.

1.7.9 Silver Grade Estimation Parameters

The following is a summary of the parameters used to estimate the block silver grades by domain in the block model.

• Capped silver grade 10ft composites were used for ordinary kriging into the blocks in the model for domains 1, 2, 3, 4, 5, 6, 7, 8, 9, 10.

Moss Mine Project 11 February 27, 2026
Mako Mining Corp.

• In addition to capping the 10ft silver composite grades, an outlier restriction of 40ft was used for domains 1, 2, 3, and 10; and an outlier restriction of 60ft was used for domains 4, 5 and 9 (Stockwork).  The grade thresholds for the outlier restriction were taken from the Decile Analysis results.  No outlier restrictions were used for domains 6, 7 and 8 (Ruth and Moss Veins).

• Geological boundaries are based on the domain wireframes, and the domain codes were assigned to the block model and used to control the selection of the 10ft composites and the blocks to be estimated.  There was no sharing of composites across the domain boundaries.

• Spatial 3D mathematical models were fitted to the experimental semi-variograms for each of the domains and used for ordinary kriging of the blocks in the model.

• A three-pass search strategy was used with the ranges based on the drill hole spacing and semi-variogram models. The search ellipsoids were expanded to ensure a reasonable amount of the blocks in each domain were estimated.

• A minimum of four and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 1.

• A minimum of eight and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 2.

• A minimum of 12 and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 3.

1.7.10 Classification of Mineral Resources

To classify the block model grade estimates for the Moss Mine Project into the mineral resource categories of measured, indicated, and inferred, a statistical approach is employed to develop a classification scheme that complies with the CIM Best Practice Guidelines and NI 43-101 Regulations for the reporting of Mineral Resources and Mineral Reserves.

The underlying philosophy of this approach is to quantify the uncertainty of estimated contained metal in quarterly and yearly production.  The uncertainty (or reliability) of estimation is a function of the spatial variability of the mineralization and the sample spacing.

Once the spatial variability of the mineralization is quantified through some type of spatial correlation function (semi-variogram, correlogram, etc.), it is possible to estimate the uncertainty of estimation for different sampling spacing and patterns over the two time periods.

A drill hole spacing study is carried out to determine the sample spacing and pattern that allows yearly production to be predicted to within 15% with a 90% confidence.  This forms the basis for classifying indicated resources.

In a similar way the pattern and spacing are developed to form the basis for classifying measured resources. (The exact procedure for determining the confidence limits and grid spacing is given in Davis, B. M., Some Methods of Producing Interval Estimates for Global and Local Resources, SME preprint 97-5, 4 p.)

For the Moss Mine Project, measured material is considered known within ±15% with a 90% confidence a quarterly production period, and indicated material is considered known within ±15% with a 90% confidence for an annual production period. The methodology considers an idealised block representing a one-month production period. Then a series of grids of different drill hole spacings are used to krige the idealized block to calculate the kriging variance. The idealized block for a one-month production period is approximately a panel of 430 ft by 430 ft by 20 ft. The kriging variance needs to be adjusted by the square of the CV to obtain a relative variance as normalized semi-vairogram models were used to krige the panel. The kriging variance is then divided by 3 to get the quarterly production variance and by 12 to get the annual production variance. This gives the sample spacing for the measured and indicated categories.

Moss Mine Project 12 February 27, 2026
Mako Mining Corp.

The sample spacing information is then translated into a set of proximity of drill hole sampling-based classification rules. A 75 ft by 75 ft drill hole spacing would be sufficient to predict the block grade estimates within ±15% 90% of the time on a quarterly basis. This material would be considered as measured.  A 200 ft by 200 ft drill hole spacing would be sufficient to predict the block grade estimates within ±15% 90% of the time on an annual basis. This material would be considered as indicated.

The rules used to delineate the mineral resources are defined as follows:

• Measured - minimum of 3 holes inside a 60 ft radius

• Indicated - minimum of 3 holes inside a 160 ft radius or a minimum of 2 holes inside a radius of 80ft or a minimum of one hole inside a radius of 50 ft.

• Inferred - are the remaining estimates up to 600 ft search radius.

The resulting codification of the block in the model was then smoothed looking for continuous clusters of blocks that are measured or indicated to remove any possible "spotted dog" effect.  The "spotted dog" effect is the term used to describe isolated areas of measured or indicated material that is caused by the classification rules and isolated drill holes. Figure 14.19 displays a plan view of the classification as coded based on the rules listed above. Figure 14.20 displays a plan view after removing the isolated patches of measured and indicated material.

Summary statistics of the amount of data and distance to that data were generated to confirm the reliability of block gold grade estimates. Table 14.18 display summary statistics for the comparative confidence in the block model estimates including: the number of informed octants (NOCT), the number of drill holes used for a block estimate (NHOL), the number of composites used for a block estimate (NCMP), the distance to the nearest composite (NDIST), the average distances to the composites (ADIST), the distance to the farthest composite (FDIST), the kriging variance (OKVAR), the slope of regression (OKSLP) and the kriging efficiency (OKEFF).

A typical measured block gold grade estimate is informed by 16 composites from 5 drill holes in 5 octants with an average distance of 79.5 ft, kriging variance of 0.2176, a slope of regression of 0.9345, and a kriging efficiency of 68.4%.

A typical indicated block gold grade estimate is informed by 15 composites from 5 drill holes in 5 octants with an average distance of 140.3 ft, kriging variance of 0.3192, a slope of regression of 0.8791, and a kriging efficiency of 53.2%.

Moss Mine Project 13 February 27, 2026
Mako Mining Corp.

A typical inferred block gold grade estimate is informed by 9 composites from 3 drill holes in 3 octants with an average distance of 342.3 ft, kriging variance of 0.6835, a slope of regression of 0.4645, and a kriging efficiency of -8.4%.

1.7.11 Reasonable Prospects of Eventual Economic Extraction

To meet the CIM requirements of reasonable prospects of eventual economic extraction, an optimized pit shell was used to limit the mineral resources estimate at depth. A mineral resource pit shell limit was built by GVC using MineSight software by means of a Lerchs-Grossmann pit design method using the parameters listed in Table 1.2. The pit ("solid PIT19 $2500 MII") was optimized using material classified as measured indicated and inferred.

Table 1.2
Summary of Parameters for Mineral Resources Pit Resource Shell

Description Open Pit Shell
Mining Cost (US$/ton) $3.18
Mining Fill Cost (US$/ton) $1.91
Processing Cost (US$/ore ton) $5.81
G&A Cost (US$/ore ton) $0.77
Refinery Services and logistics Cost ($US/ore ton) $0.28
Gold Price (US$/oz) $2,500
Silver Price (US$/oz) $29.20
Royalties (%) 0%
Gold Recovery Factor (%) 75%
Silver Recovery Factor (%) 33%
Pit Slope - Constant (degrees) 55°
Breakeven Cut-off Grade (Au oz/ton) 0.005

1.7.12 Mineral Resource Estimation Tabulation

The mineral resource estimate was completed by Mr. Chris Keech, P.Geo., a Qualified Person as defined in NI 43-101 and who is independent of Golden Vertex Corp., the limiting pit shell for the mineral resources estimate was developed by Mr. G. Vejar, Senior Mine Engineer of Mako. The open pit mineral resources are stated within the mineral resource pit shell and below the previously mined surface.

The measured and indicated mineral resources are inclusive of those mineral resources modified to produce mineral reserves. The mineral resource figures have been rounded to reflect that they are estimates. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The Qualified Person for this section of the report is not aware of any issues that would materially affect the estimate of the mineral resources as of the date of this report.

There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resources. It is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resources category

Moss Mine Project 14 February 27, 2026
Mako Mining Corp.

The mineral resource pit shell was developed using the parameters listed in Table 1.2.

Table 1.3 presents a summary of the open pit mineral resources inside the mineral resource pit shell at a series of cut-off grades. The breakeven gold cut-off grade is calculated by Golden Vertex to be 0.005 oz/ton Au. Table 1.4 presents a summary of the mineral resources inside the mineral resource pit shell at the 0.005 oz/ton Au cut-off by the mineral resource categories.

The open pit mineral resources for the Moss Mine Project are estimated to be 62.9 Mtons of measured and indicated material grading 0.0103 oz/ton Au and 0.1081 oz/ton Ag for a total of 646 koz of gold and 6.8 Moz silver. There are additional inferred open pit mineral resources, which are estimated to be 13.6 Mtons grading 0.0090 oz/ton Au and 0.0427 oz/ton Ag for a total of 122 koz of gold and 0.58 Moz silver.

Table 1.3
2025 Mineral Resource Estimate Sensitivity Analysis for a Series of Cut-Off Grades*

Category

Cutoff oz/ton AuEq.

k tons

AuEq oz/t

Au oz/t

Ag oz/t

Au (koz)

Ag (koz)

Measured

>= 0.0030

14,302

0.0093

0.0088

0.1091

126

1,560

>= 0.0040

12,423

0.0102

0.0096

0.1203

119

1,494

>= 0.0050

10,527

0.0113

0.0106

0.1330

112

1,400

>= 0.0060

8,525

0.0126

0.0119

0.1489

101

1,269

>= 0.0070

6,696

0.0143

0.0135

0.1682

90

1,126

Indicated

>= 0.0030

67,370

0.0092

0.0087

0.0896

586

6,036

>= 0.0040

60,133

0.0099

0.0094

0.0957

565

5,755

>= 0.0050

52,383

0.0107

0.0102

0.1031

534

5,401

>= 0.0060

44,282

0.0116

0.0111

0.1125

492

4,982

>= 0.0070

36,136

0.0128

0.0122

0.1251

441

4,521

Measured and Indicated

>= 0.0030

81,672

0.0092

0.0087

0.0930

712

7,597

>= 0.0040

72,556

0.0100

0.0094

0.0999

685

7,249

>= 0.0050

62,910

0.0108

0.0103

0.1081

646

6,801

>= 0.0060

52,807

0.0118

0.0112

0.1184

593

6,251

>= 0.0070

42,832

0.0130

0.0124

0.1318

531

5,647

Inferred

>= 0.0030

17,178

0.0081

0.0079

0.0404

136

694

>= 0.0040

15,322

0.0087

0.0085

0.0417

130

639

>= 0.0050

13,587

0.0092

0.0090

0.0427

122

580

>= 0.0060

11,573

0.0099

0.0096

0.0440

111

509

>= 0.0070

9,280

0.0107

0.0105

0.0463

97

430

*Notes: Mineral resources are estimated in conformance with the CIM mineral resource definitions referred to in NI 43-101 Standards of Disclosure for Mineral Projects. This mineral resource estimate covers the Moss Mine Project. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The quantity and grade of the reported inferred mineral resources in this estimation are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. For these reasons, an inferred mineral resource has a lower level of confidence than an indicated mineral resource, however it is reasonably expected that most of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Mineral resources are reported within an optimized constraining shell using a gold price of US$2,500/oz and a silver price of US$29.2/oz with a gold recovery of 75% and a silver recovery of 33%. Gold grades were estimated using 10ft capped composites within 10 geological domains using ordinary kriging.  Summation errors may occur in the tabulated results due to rounding.

Moss Mine Project 15 February 27, 2026
Mako Mining Corp.

Table 1.4
Summary of 2025 Mineral Resource Estimate by Classification Category*

Category

Cut-off oz/ton AuEq.

k tons

AuEq oz/t

Au oz/t

Ag oz/t

Au (koz)

Ag (koz)

Measured

0.005

10,527

0.0113

0.0106

0.1330

112

1,400

Indicated

0.005

52,383

0.0107

0.0102

0.1031

534

5,401

Measured + Indicated

0.005

62,910

0.0108

0.0103

0.1081

646

6,801

Inferred

0.005

13,587

0.0092

0.0090

0.0427

122

580

*Notes: Mineral resources are estimated in conformance with the CIM mineral resource definitions referred to in NI 43-101 Standards of Disclosure for Mineral Projects. This mineral resource estimate covers the Moss Mine Project. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The quantity and grade of the reported inferred mineral resources in this estimation are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. For these reasons, an inferred mineral resource has a lower level of confidence than an indicated mineral resource, however it is reasonably expected that most of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Mineral resources are reported within an optimized constraining shell using a gold price of US$2,500/oz and a silver price of US$29.2/oz with a gold recovery of 75% and a silver recovery of 33%. Gold grades were estimated using 10ft capped composites within 10 geological domains using ordinary kriging.  Summation errors may occur in the tabulated results due to rounding.

1.8 Conclusions

Mako has acquired the Moss Mine Project out of bankruptcy and the updated resource estimate indicates that there are sufficient resources at the mine site for the operation along with good exploration potential in the immediate district from which to pursue secondary mining areas should further exploration prove the existence of economic mineralization.

The QP notes that since the Oatman Mining District is well known for its production history, there should be further zones of economic mineralization waiting to be fully defined by well-run exploration programs given the recent sustained rise in metal prices.

Mako is also in the process of bringing the Moss Mine Project back into full production as it has been refining the geological database and the geological model along with test mining various areas since acquiring the Project. The current mineral resources will most likely be used as the basis upon which Mako revises the production mine plan as it looks to revive full production at the Moss Mine Project.

This report may disclose technical information, the presentation of which requires the Qualified Persons (QPs) to derive sub-totals, totals and weighted averages that inherently involve a degree of rounding and, consequently, introduce a margin of error. Where these occur, the QPs do not consider them to be material.

1.8.1 Risks and Opportunities

All mineral resource projects have a degree of uncertainty or risk associated with them which can be due to technical, environmental, permitting, legal, title, taxation, socio-economic, marketing and political factors, among others. All mineral resource projects also present their own opportunities. Table 1.5 outlines some of the Moss Mine Project risks, their potential impact and possible means of mitigation. Table 1.5 also outlines some of the Moss Mine Project opportunities and potential benefits.

Moss Mine Project 16 February 27, 2026
Mako Mining Corp.

Table 1.5
Risks and Opportunities at the Moss Mine Project

Risk Description and Potential Impact Possible Risk Mitigation
Local grade continuity. Poor grade continuity. Further develop and extend the structural model to other areas on the Moss Mine Project. Use the structural model in designing the drilling programs.
Local density variability. Misrepresentation of the in-situ tonnes, which also affects the in-situ metal content estimate. It is recommended to develop a procedure of collecting density measurements spatially throughout the deposit at regular intervals and implement their use in future mineralization models.
Geologic Interpretation. If geologic interpretation and assumptions (geometry and continuity) used are inaccurate, then there is a potential lack of gold grade or mineralization continuity. Continue infill drilling to upgrade mineral inventory to the Measured and Indicated categories.
Void Locations. If technical knowledge of the historic mine infrastructure is incomplete, then this deficiency could lead to local inaccuracies of the mineral resources and potential safety exposures Conduct drilling and surveys to validate void locations and document intersected workings and refine void management plan.
Metallurgical recoveries might be overstated as they are based on limited testwork. Gold recovery might be lower than what is currently being assumed. A lower recovery will increase the economic cut-off grade. Conduct additional metallurgical tests.
Difficulty in attracting experienced professionals. Technical work quality will be impacted and/or delayed. Refine recruitment and retention planning and/or make use of consultants.
Conceptual mine plans are based on limited geotechnical testwork. Mining methods and dimensions selected might be different than what is currently being assumed. Incorporate more comprehensive geotechnical data from drilling.
Conduct additional geotechnical assessment and analysis.
Opportunities Explanation Potential Benefit
Surface and underground exploration drilling. Potential to identify additional prospects and mineral resources. Adding mineral resources increases the economic value of the mining project.
Potential improvement in metallurgical recoveries. Additional metallurgical testwork can be performed to determine if recovery can be improved through ore sorting, flotation or cyanidation. Lower capital and operating costs.
Potential improvement in mining assumptions. Geotechnical analysis may determine mining methods and dimensions can be improved. Improved mining assumptions may lower costs and reduce the cut-off grade for the mineral resource estimation.

Moss Mine Project 17 February 27, 2026
Mako Mining Corp.

1.9 Budgets and Recommendations

1.9.1 Mine Geology/Exploration Budget

The current pits will require laybacks to access the additional resources that have been identified. It is recommended to complete a diamond drilling campaign and collect geotechnical information from several key areas and complete a geotechnical assessment of the pits. In addition, detailed mapping of the core is recommended, especially in the Reynolds pit area to determine the geologic controls at Reynolds. This logging should be augmented with a core scanning method to collect hyperspectral information which can be used in the regional exploration program. The recommended budget for the mine geology and exploration program is summarized in Table 1.6.

Table 1.6
Budget Summary for the Moss Mine Geology and Exploration Program

Description

 

Cost $ US

Drilling Costs

Sub-Total:

$778,185

 

Mobilization and De-mobilization

 

$30,000

 

Direct Drilling Costs (4,650 ft @ $67/ft)

 

$311,085

 

Drilling Support Costs (estimate/foot = $94)

 

$437,100

Geotechnical Study Phase 1

Sub-Total:

$38,065

 

Site Visit

 

$11,049

 

Representative Field Mapping

 

$11,329

 

Reporting

 

$12,624

 

Administration and Project Management

 

$3,063

Geotechnical Study Phase 2

Sub-Total:

$172,001

 

Geotechnical Core Logging

 

$44,803

 

Televiewer Processing/Reconciliation

 

$10,428

 

Laboratory Testing Program

 

$17,568

 

Develop and Update Geotechnical model

 

$29,726

 

Geotechnical Analysis

 

$31,539

 

Preparation of Report

 

$31,666

 

Administrative and Project Management

 

$6,271

 

 

Total:

$988,251

1.9.2 Regional Exploration Budget

The regional geology at the Moss Mine Project is very permissive of the potential to make multiple, additional discoveries. Systematic exploration of the large land package at the Moss Mine Project will require multiple years of phased exploration programs. The initial program should consist of detailed geological mapping and sampling of outcropping vein/ breccia zones using multi-element geochemistry. During this program, samples should be taken for hyperspectral analysis. Target areas should be prioritized by sample results and proximity to the mine. Data should be entered into an Access database.

Moss Mine Project 18 February 27, 2026
Mako Mining Corp.

Once several targets have been identified they should be drilled in a Phase 1 drilling program (Table 1.7), then depending on results, advance to a more detailed drilling program in Phase 2 (Table 1.8).

Table 1.7
Regional Exploration Recommended Budget - Phase 1

Description - Phase 1

Cost $ US

Phase 1 Target Definition

Sub-Total:

$108,000

 

Modeling & Mapping - Geological Consulting

 

$50,000

 

Access Database

 

$8,000

 

Hyperspectral Scanning

 

$50,000

Phase 1 Direct Drilling Costs

Sub-Total:

$668,050

 

Environmental & Safety

 

$1,361

 

Direct Diamond Drilling Cost

 

$571,494

 

Laboratory - Assays

 

$58,974

 

Upgrade Core Logging & Storage Facility

 

$32,100

 

Welding, Compressor etc.

 

$4,121

Phase 1 Drilling Support

Sub-Total:

$212,160

 

Workforce (Consultants)

 

$156,000

 

Travel Expense - Airfare, Rail, Mileage

 

$19,999

 

Site Preparation

 

$34,961

 

Machinery & Equipment Maintenance

 

$480

 

Mechanical Parts - By Inventory

 

$720

Phase 1 Office Costs

Sub-Total:

$30,041

 

Office Logistics & Supplies

 

$30,041

 

Phase 1 Sub-Total:

$1,018,251

Table 1.8 
Regional Exploration Recommended Budget - Phase 2

Description - Phase 2

Cost $ US

Phase 2 Direct Drilling Costs

Sub-Total:

$953,925

 

Environmental & Safety

 

$2,041

 

Direct Diamond Drilling Cost

 

$857,241

 

Laboratory - Assays

 

$88,462

 

Welding, Compressor etc.

 

$6,181

Phase 2 Drilling Support

Sub-Total:

$318,240

 

Workforce (Consultants)

 

$234,000

 

Travel Expense - Airfare, Rail, Mileage

 

$29,999

 

Site Preparation

 

$52,441

 

Machinery & Equipment Maintenance

 

$720

 

Mechanical Parts - By Inventory

 

$1,080

Phase 2 Office Costs

Sub-Total:

$45,061

 

Office Logistics & Supplies

 

$45,061

 

Phase 2 Sub-Total:

$1,317,226

 

Total Phase 1 + Phase 2

$2,335,477


Moss Mine Project 19 February 27, 2026
Mako Mining Corp.

The budget presented in Table 1.6, Table 1.7 and Table 1.8 summarizes Mako's estimated costs for completing the work at the Moss Mine Project as well as potentially two phases of regional exploration program.

It is the opinion of the QPs that all of the recommended work is warranted and that only the location of the actual drilling needs to be re-evaluated, as assay results are obtained from the drilling as the program progresses. The QPs appreciate that the nature of the programs and expenditures may change as further studies are undertaken, and that the final expenditures and results may not be the same as originally proposed. The QPs believe that the second phase of the regional exploration may change depending on the results obtained during the first phase of drilling and that Mako revisits the estimated budget for the second phase prior to execution of the second phase.

The QPs are of the opinion that the recommended work program and proposed expenditures are appropriate and well thought out. The QPs believe that the proposed budget reasonably reflects the type and amount of the contemplated activities, at this time.

1.9.3 Further Recommendations

In addition to the above exploration and drilling programs at the Moss Mine Project and regionally the QPs make the following recommendations:

1) Continue to conduct infill and exploration drilling at the Moss Mine Project and update the resource estimates as drill campaigns are completed.

2) Conduct periodical Acid-Base testing to ensure there is no acid drainage issues at the Moss Mine Project and any secondary mineralized zones that are subject to exploration.

3) Conduct further metallurgical testwork on any secondary mineralized zones that are subject to exploration as various zones may have different recoveries based upon the mineralization found within each zone.

Moss Mine Project 20 February 27, 2026
Mako Mining Corp.

2.0 INTRODUCTION

2.1 Terms of Reference

Micon International Limited (Micon) has been retained by Mako Mining Corp. (Mako) to prepare a an NI 43-101 Technical Report for the Moss Mine Project (Moss Mine Project or the Project) located in the Oatman Mining District, Mohave County, Arizona, in order to disclose the 2025 Mineral Resource Estimate (MRE) in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101).

This report may disclose technical information, the presentation of which requires the Qualified Persons (QPs) to derive sub-totals, totals and weighted averages that inherently involve a degree of rounding and, consequently, introduce a margin of error. Where these occur, the QPs do not consider them to be material.

The conclusions and recommendations of this report reflect the QPs' best independent judgment in light of the information available to them at the time of writing. Micon and the QPs reserve the right, but will not be obliged, to revise this report and conclusions if additional information becomes known to them subsequent to the date of this report. Use of this report acknowledges acceptance of the foregoing conditions.

This report is intended to be used by Mako subject to the terms and conditions of its agreement with Micon. That agreement permits Mako to file this report as a Technical Report on SEDAR+ (www.sedarplus.ca) pursuant to applicable Canadian securities legislation.

Micon and the QPs are independent of Mako as defined under Section 1.5 of NI 43-101. Neither Micon nor the individual QPs have, nor have they previously had, any material interest in Mako and its related entities. The relationship with Mako is solely a professional association between the client and the independent consultants. This report is prepared in return for fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

Micon and the QPs are pleased to acknowledge the helpful cooperation of Mako management, personnel and consulting field staff, all of whom made any and all data requested available and responded openly and helpfully to all questions, queries and requests for material.

2.2 Discussions, meetings, Site Visit and Qualified Persons

In order to undertake the Technical Report for the Moss Mine Project, the QPs of this Technical Report held a number of discussions and meetings with Makos' personnel and contractors, to discuss details relevant to any historical exploration programs and production from the mineral concessions as well as the general geology and mineralization types. The discussions were held via email and phone calls, as well as Microsoft Teams meetings. The discussions were open, frank and at no time was information withheld or not available to the QPs.

A site visit by Micon personnel was conducted from May 27, 2025 to May 29, 2025 with May 28, 2025 a full day on site. Mr. Gary Wong, P.Eng., visited the site between July 14, 2025 to July 16, 2025.

Moss Mine Project 21 February 27, 2026
Mako Mining Corp.

Prior to the 2025 site visit, the objectives of that visit were discussed between Mako's personnel and the QPs.

Mr. Gary Wong, P.Eng., visited the site between July 14 to July 16. Mr. Wong is the principal consulting geologist for PDM Technical Services Ltd. He is independent of Mako and its subsidiary Golden Vertex. During this visit, the open pit areas, the leach pad, the mine office, the core logging facilities, and the core and sample storage areas were toured. A number of holes representative of the different zones were also visited, as well as core photographs of other zones which were not readily accessible. Finally, the three-dimensional models of the mineralized zones were reviewed with the Golden Vertex staff.

The QPs responsible for the preparation of this report and their areas of responsibility and site visits are summarized in Table 2.1.

Table 2.1
Qualified Persons, Areas of Responsibility and Site Visits

Company Qualified Person Title Area of Responsibility Site Visit
Micon International Limited William J. Lewis, B.Sc., P.Geo. Principal Geologist Sections 1.1 to 1.3, 1.8, 1.9, 2, 3, 4, 5, 24, 25.1, 25.4, 26 and 27 None
Richard M. Gowans, P.Eng. Principal Metallurgist Sections 1.6, 13 and 25.2 May 27, 2025, to May 29, 2025
CGK Consulting Services Inc. Chris Keech, P.Geo. Principal Geologist Sections 1.7, 10.0, 11.0, 12.1-3, 12.5-8,12.10, 14.0 and 25.3 None
PDM Technical Services Ltd. (Gary) Yee-Yuen Wong, P.Eng. Geological Services Consultant Sections 1.4, 1.5, 6.0, 7.0, 8.0, 9.0, 12.4, 12.9, and 23.0 July 14, 2025, to July 16, 2025
  NI 43-101 Sections not applicable to this report 15,16,17,18,19,20,21 and 22  

2.3 Sources of Information

The review of the Moss Mine Project has been based on published material researched by the QPs, as well as data, professional opinions and unpublished material submitted by the professional staff of Mako or its subsidiaries and consultants. Much of these data came from reports prepared for Golden Vertex or prior holders of the Project and provided by Mako. The reference sources for this report are identified in Section 27.0.

The descriptions of geology, mineralization and exploration used in this report are taken from reports prepared by various organizations and companies or their contracted consultants, as well as from various government and academic publications. The conclusions of this report use, in part, data available in published and unpublished reports supplied by the companies which have conducted exploration on the property, and information supplied by Mako. The information provided to Mako was supplied by reputable companies and the QPs have no reason to doubt its validity. The QPs have used the information where it has been verified through their own review and discussions.

Moss Mine Project 22 February 27, 2026
Mako Mining Corp.

Some of the figures and tables for this report were reproduced or derived from reports on the Project written by various individuals and/or supplied to the QPs by Mako. Several of the photographs were taken during the May and June, 2025 site visits. In cases where photographs, figures or tables were supplied by other individuals, or Mako, the source is referenced below that item. Figures or tables generated by the QPs are generally unreferenced.

The principal sources of information for this report are:

  • Data and transcripts supplied by Mako.

  • Published reports and production data from other issuers.

  • Observations made during the site visits by the QPs.

  • Review of various reports and maps produced by Mako personnel and/or consultants, and review of technical papers produced in various journals.

  • Discussions with Mako management and staff familiar with the property.

  • Personal knowledge about gold deposits in similar geological environments.

In the preparation of this report, the QPs used a variety of unpublished company data, as well as corporate news releases, geological reports, geological maps and mineral claim maps, sourced from various government agencies. The principal sources of technical information have been the reports provided by Mako. Valuable site-specific information was provided by the employees and consulting geologists of Mako.

It should be noted that historical documents use the term "ore" and "reserves" as the Project has seen past production. Where appropriate, these are retained in this report in quotation marks. However, these terms should be understood within the historical context and do not denote economic mineralization or mineral reserves as set out in NI 43-101 or the Definition Standards of the Canadian Institute of Mining, Metallurgy and Petroleum.

2.4 Units of Measurement and Abbreviations

In this report, currency amounts are stated in Canadian (CAD) or US (US$) dollars. Quantities are generally stated in the American measurement system of feet, miles etc. However, for mineral resource reporting the Système International d'Unités (SI) metric units, the standard Canadian and international practice, including metric tons (tonnes, t) and kilograms (kg) for weight, kilometres (km) or metres (m) for distance, hectares (ha) for area, grams (g) and grams per tonne (g/t) for precious metal grades. Precious metal grades may also be reported in parts per million (ppm) or parts per billion (ppb), and quantities may be reported in troy ounces (oz).

Historical data may be reported in American measurement units, including short tons (tons) for weight, feet (ft) for distance and ounces per short ton (oz/ton) for precious metal grades.

Abbreviations used in this report are identified in Table 2.2. Appendix I contains a glossary of mining and other related terms that are potentially used in this report.

Moss Mine Project 23 February 27, 2026
Mako Mining Corp.

Table 2.2
Units and Abbreviations

Name Abbreviation
Addwest Minerals International Ltd. Addwest
Air Track AT
BHL LLC. BHL
Bureau of Land Management BLM
Canadian Institute of Mining, Metallurgy and Petroleum CIM
Canadian National Instrument 43-101 NI 43-101
Canadian Standards Association CSA
Carbon in leach CIL
Centimetre(s) cm
Cornerstone Land Surveying, Inc. Cornerstone
Cubic feet per minute cfm
Day d
Degree(s) °
Degrees Celsius °C
Diamond Core Core
Digital elevation model DEM
Dollar(s), Canadian and US $, Cdn $ and US$
EG Acquisition LLC EGA
Elevation Gold Mining Corporation (EGMC) Elevation Gold or EGMC
Feet or Foot ft
Golden Vertex Corp. Golden Vertex or GVC
Gram(s) g
Grams per metric tonne g/t
Greater than >
Hectare(s) ha
Independent Mining Consultants Inc. Independent Mining or IMC
Induced polarization IP
Kilogram(s) kg
Kilometre(s) km
La Cuesta International Inc. La Cuesta or LCI
Lerchs-Grossman LG
Less than <
Litre(s) l
Long-hole LH
Mako Mining Corp. Mako Mining Corp.
Maverix Metals Inc. Maverix
Metre(s) m
Metres above sea level masl
Micon International Limited Micon
Million tonnes Mt
Million ounces Moz
Million years Ma
Million metric tonnes per year Mt/y

Moss Mine Project 24 February 27, 2026
Mako Mining Corp.

Name Abbreviation
Milligram(s) mg
Millimetre(s) mm
MinQuest Inc. MinQuest
Net Smelter Return NSR
Nomad Royalty Company Nomad
Northern Vertex Mining Corporation  Northern Vertex Mining or NVMC
Not available/applicable n.a.
Ounces oz
Ounces per year oz/y
Parts per billion ppb
Parts per million ppm
Patriot Gold Corp. Patriot Gold
Percent(age) %
Quality Assurance/Quality Control QA/QC
Reverse Circulation RC
Right-of-Way ROW
Sandstorm Gold Ltd. Sandstorm
Second s
Securities and Exchange Commission SEC
Specific gravity SG
System for Electronic Document Analysis and Retrieval SEDAR
Système International d'Unités SI
Three-dimension 3D
Tonne (metric) t
Tonnes (metric) per day t/d
Trisura Guarantee Insurance Company Trisura
Universal Transverse Mercator UTM
Valkyrie Royalty Inc. Valkyrie
Wexford Capital LP collectively with its managed funds, "Wexford",
Year y

Moss Mine Project 25 February 27, 2026
Mako Mining Corp.

3.0 RELIANCE ON OTHER EXPERTS

In this Technical Report, discussions regarding royalties, permitting, taxation and environmental matters in Sections 4.2 to 4.5 are based on material originally provided by Mako.

Micon's QPs are not qualified to comment on matters regarding royalties, permitting, taxation and environmental matters in Sections 4.2 to 4.5 of this Technical Report and have relied on the representations and documentation provided by Mako for such discussions.

The QPs offer no legal opinion as to the validity of the title to the mineral concessions claimed by Mako and therefore, have relied on information provided by Mako.

Moss Mine Project 26 February 27, 2026
Mako Mining Corp.

4.0 PROPERTY DESCRIPTION AND LOCATION

4.1 Moss Project Location

The Moss Mine Project is located at latitude 35°5'49" N and longitude 114°26'43" W, which is about 10 miles east from Bullhead City, Arizona, along Silver Creek Road. Bullhead City, Arizona is about 90 miles southeast from Las Vegas, Nevada. The location of the Moss Mine Project is shown in Figure 4.1.

Figure 4.1
Location of the Moss Mone

Figure extracted from the July, 2021 Technical Report.

Moss Mine Project 27 February 27, 2026
Mako Mining Corp.

4.2 Mineral Tenure and Ownership

4.2.1 Golden Vertex Corp. (Golden Vertex)

The initial ownership in the Moss Mine Project was acquired by Golden Vertex Corp., a subsidiary of Northern Vertex Mining Corporation (Northern Vertex Mining), through an option agreement with Patriot Gold Corp. (Patriot Gold) to acquire a 70% interest in 2011 and a subsequent purchase agreement with Patriot Gold in 2016 to acquire a full 100% interest in the Moss Mine Project subject to a royalty agreement.

The Moss Mine Project area comprises approximately 41,760 acres(ac) consisting of:

  • 254.1 ac in 15 contiguous patented claims (Moss) in T20N R20W owned by Golden Vertex.

  • 117.4 ac in 7 contiguous patented claims (Ivanhoe) in T19N R20W owned by Golden Vertex.

  • 109.4 ac in 10 contiguous patented claims (McCullough) in T19N R20W owned by Golden Vertex.

  • Approximately 40,212 ac in 2,087 unpatented lode claims.

  • Two Arizona State exploration leases; 08-119642 covering an area of 529.7 ac in T20N R20W section 32 and 8-119834, covering an area of 537.8 ac in T19N R20W section 16.

The maximum lode claim size is 1,500 feet by 600 feet = 20.66 acres. Irregularities in boundaries, overlaps and fractions decrease this maximum size. The net total area of the unpatented lode claims is based on estimates only. The estimate should not be considered definitive or an absolute value; and is stated for information purposes only. This is emphasized because only the patented lode claim boundaries have been surveyed by a registered land surveyor. The net areas of the unpatented claims are estimates only, supplied by Golden Vertex.

A list of the 15 Moss patented claims in T20N R20W is provided in Table 4.1. The claim boundaries have been surveyed and a certified record of the survey was recorded by Eric L. Stephan (Registered Land Surveyor #29274) of Cornerstone Land Surveying, Inc., (Cornerstone) located at Bullhead City, Arizona 86439, which is dated February 29, 2012. A map of the Moss patented claims is shown in Figure 4.2.

Moss Mine Project 28 February 27, 2026
Mako Mining Corp.

Table 4.1
List of Moss Mine Area Patented Claim Parcels (located in T20N R20W)

Claim Name Mineral Survey Section Date of
Location		 Date of Amended
Location		 Date of Mineral
Survey		 Claim Area
(ac)
Key No. 1
Key No. 2		 MS4484
MS4484		 19
19		 Unknown
Unknown		 Not Applicable
Not Applicable		 April, 1959
April, 1959		 19.25
20.56
California Moss
Lot 37 (Greenwood)		 MS182
19, 30
Unknown
Not Applicable		 Before October, 1888
20.26
California Moss
Lot 38 (Gintoff)		 MS796 19, 20,
29, 30		 Feb 2, 1882 Not Applicable Before October, 1888 20.38
Moss Millsite
Divide
Keystone Wedge
Ruth Extension
Omega
Ruth
Rattan Extension
Rattan
Partnership
Mascot
Empire		 MS4484
MS4484
MS4484
MS4485
MS4484
MS2213
MS4485
MS857
MS4485
MS4485
MS4485		 19
19
19, 30
29, 30
19, 30
30
30
30
30
30
30		 Unknown Unknown Unknown
July 2, 1929 Unknown
Oct 15, 1888
July 2, 1929
July 19, 1886
June 27, 1958
June 27, 1958
June 27, 1958		 Not Applicable
Not Applicable
Not Applicable
June 27, 1958
Not Applicable
Not Applicable
June 27, 1958
Not Applicable
June 27, 1958
June 27, 1958
June 27, 1958		 April, 1959
April, 1959
April, 1959
April, 1959
April, 1959
February, 1906
April, 1959
October, 1888
April, 1959
April, 1959
April, 1959		 13.61
4.72
10.00
19.22
20.48
18.11
20.66
20.71
5.88
20.66
19.54
          Total: 254.04


Moss Mine Project 29 February 27, 2026
Mako Mining Corp.

Figure 4.2
Location Plan for the 15 Moss Patented Claims (Reserve Pit Outline in Red) (Source: IMC, 2021)

  Source: Independent Mining Consultants Inc., 2021.

Moss Mine Project 30 February 27, 2026
Mako Mining Corp.

The initial involvement of Golden Vertex in the Oatman Mining District was entering into an option agreement with Patriot Gold to acquire a 70% interest in the 15 patented Moss Mine claims that included the former producing Moss mine and Ruth mine. The 15 claims are included in 5 parcels recorded with the County.

  • Parcel # 213-05-004 - T20N R20W Section 19 & 30, PM, San Francisco Mining District- Patented Claims Divide; Key #1; Key #2; Keystone Wedge; Moss Millsite; & Omega; MS 4484 containing 88.62 ac.

  • Parcel # 213-05-005 - T20N R20W Section 19 & 30, PM, San Francisco Mining District- Patented Claim California Moss Lot 37 Greenwood MS 182 containing 20.26 acres.

  • Parcel # 213-05-005 - T20N R20W Section 19, 20, 29, & 30, PM, San Francisco Mining District- Patented Claim California Moss Lot 38 Gintoff MS 796 containing 20.38 acres.

  • Parcel # 213-09-001 - T20N R20W Section 8, PM San Francisco Mining District- Patented Claims Rattan; Ruth containing 38.651 acres MS 3262.

  • Parcel # 213-09-002 - T20N R20W Section 29 & 30, PM San Francisco Mining District- Patented Claims Empire; Partnership; Rattan Ext.; Mascot; Ruth Ext.; containing 85.9 acres MS 3262.

Golden Vertex also holds seven patented claims (Ivanhoe Patents) in central T19N R20W covering 117.4 acres. The patented claims are owned as fee-simple property by Golden Vertex. They are labeled in Figure 4.3. The claim boundaries have not been recently surveyed, however they were surveyed at the time of patenting and recorded as Mineral Survey 3262. They were recorded with Mohave County as Parcels 221-07-005 and 221-08-001.

Parcel # 221-07-005 - T19N R20W Section 8, PM San Francisco Mining District Ivanhoe #1, Ivanhoe Fraction, Nancy Lee Fraction, Nancy Lee #2 - MS 3262 containing 57.44 ac.

Parcel # 221-08-001 - T19N R20W Section 9, PM San Francisco Mining District: Ivanhoe #2, Ivanhoe #3, Nancy Lee #1, MS 3262 containing 60 ac.

In 2021, Golden Vertex purchased ten patented claims (McCullough Patents) in northern T19N R20W covering 109.4 ac. The patented claims are owned as fee-simple property by Golden Vertex. They are labeled in Figure 4.3. The claim boundaries have not been recently surveyed, however they were surveyed at the time of patenting and recorded as Mineral Survey 3349. They were recorded with Mohave County as Parcels 221-04-002 and 221-05-001.

  • Parcel #221-04-002 - T19N R20W Section 4 PM San Francisco Mining District, Buckeye, Grace Jr., Keynote, Keynote Fraction MS 3349.

  • Parcel #221-05-001-T19N R20W Section 5 PM, San Francisco Mining District, Little Horse, McCullough Fraction, Hardy, John McCullough, McKenzie, Mascot MS 3349.

Figure 4.3 provides a map of Golden Vertex's land position.

Moss Mine Project 31 February 27, 2026
Mako Mining Corp.

Figure 4.3
Land Position of Golden Vertex

Figure extracted from the July, 2021 Technical Report.

Moss Mine Project 32 February 27, 2026
Mako Mining Corp.

Applications for three additional Arizona State Land Department exploration permits were made and were accepted on August 25, 2021. These three state Exploration Leases that were accepted in August, 2021 are the most northern one and the two most southern ones on the figure. The locations of the three additional state Exploration Leases are provided in Table 4.2.

Table 4.2
Location of Three Additional State Exploration Leases

Permit #

Township

Range

Section

Area

08-121938

T18N

R20W

Sec 16

640 Acres

08-121939

T18N

R20W

Sec 2

603.48 Acres

08-121940

T20N

R21W

Sec 2

511.36 Acres

There are patented claims owned by third parties within the Townships where the GVC mineral properties are located in T21N R20W, T20N R20W, T20N R21W, T19N R20W, T19N R21W, T18N R20W and T18N R21W, and are shown in dark grey on Figure 4.3. These patented claims are considered fee simple property, and title to the surface and mineral rights are held by the respective patented claim owners. No part of an unpatented claim that overlaps patented property is valid.

In 2021, Golden Vertex initiated an extensive claim staking project that nearly tripled the Golden Vertex land position in the Oatman Mining District. An additional 1,549 claims were staked and filed with the BLM, bringing the total mineral rights area up to approximately 41,760 acres.

On Sept 24, 2021, Northern Vertex Mining changed its name to Elevation Gold Mining Corp. (Elevation Gold or EGMC). They also consolidated shares 6:1 at the same time.

4.2.2 Bankruptcy and Change of Ownership

On August 1, 2024, Elevation Gold obtained an order (the "Initial Order") of the Supreme Court of British Columbia (the "Canadian Court") granting it creditor protection under the Companies' Creditors Arrangement Act (the "CCAA"). Under the Initial Order, KSV Restructuring Inc. (the "Monitor") was appointed as the monitor of the Company. In order to obtain similar protection in the United States, a petition under chapter 15 of the US Bankruptcy Code was filed with the US Bankruptcy Court for the District of Arizona.

Additionally on the same date, Golden Vertex announced that it was ceasing active mining but intended to continue the operation of the beneficiation facilities.

On December 31, 2024, Elevation Gold announced the completion of the sale of Moss Mine with an arm's length purchaser, EG Acquisition LLC, ("EGA"), in respect of the purchase and sale of certain of Elevation Gold's assets, including the outstanding common shares of Golden Vertex, which held the Moss Mine located in Arizona. The Canadian Approval Order was subject to recognition by the U.S. Court in the Chapter 15 Proceedings. The US Recognition Hearing was heard on December 23, 2024, and the US Approval Order was entered on December 30, 2024. The Transaction was also approved by the TSX Venture Exchange subject to approval by the U.S. Court.

Moss Mine Project 33 February 27, 2026
Mako Mining Corp.

On March 27, 2025, Mako Mining Corp announced the completion of the purchase of the Moss Mine.

The acquisition was completed pursuant to the terms of an interest purchase agreement dated March 26, 2025, between Mako US Corp. as buyer, Wexford EG Acquisition LLC as vendor, EGA as target and Mako as buyer guarantor, pursuant to which Mako US acquired 100% of the ownership interests in EGA, a private company controlled by Mako's controlling shareholder, Wexford Capital LP (collectively with its managed funds, "Wexford"), that acquired 100% of the shares of Golden Vertex, the operating subsidiary of the Moss mine, under a CCAA proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

4.3 Royalties

Prior to bankruptcy, the Moss Mine Project had six agreements with landowners that were subject to royalties. As a result of the bankruptcy proceedings, two agreements were eliminated, and four survived, however two of the surviving agreements are still being litigated in the bankruptcy court.

Both the BHL Finders agreement and the Maverix Silver Stream have been eliminated, while the Minquest and Patriot Gold agreements are still in litigation.  The Greenwood and La Cuesta agreements remain in good standing.

The legacy claims and royalty boundaries for Golden Vertex are shown in Figure 4.4 for reference in the following discussion on royalties.

4.3.1 MinQuest Inc.

MinQuest Inc. (MinQuest) assembled the patented Moss Mine claims and staked an additional 63 unpatented claims. In 2018, this land package was transferred to Patriot Gold for payments and a royalty. In March, 2018, Golden Vertex was notified by MinQuest that this royalty was transferred to Great Basin Royalty LLC. In mid-September, 2020, GVC was notified that Great Basin Royalty LLC. had transferred the royalty to Valkyrie Royalty Inc. (Valkyrie). On September 28, 2020, Nomad Royalty Company (Nomad) announced that it had purchased all the outstanding shares of Valkyrie, then on August 15, 2022 Sandstorm Gold Royalties announced it purchased all of the Nomad outstanding shares.  On October 20, Royal Gold purchased all of the outstanding shares of Sandstorm.

Pursuant to the MinQuest Agreement, Royal Gold will receive:

  • a 3% net smelter return (NSR) royalty in respect of any and all production from the 63 unpatented lode claims listed in the MinQuest Agreement and on public lands within one mile of the outer perimeter of the then present (2010) claim boundary.

  • a 1% NSR royalty on any and all production from the seven patented lode claims to which no other royalties apply: and

  • an over-riding 0.5% NSR royalty on any and all production from those patented lode claims with other royalty interests (limited to the California Moss Lot 37 [Greenwood] lode claim, under the terms of the Greenwood Agreement [Sub-Section 4.3.2]).

This boundary line is shown in Figure 4.4 above as the smaller blue envelope line.

Moss Mine Project 34 February 27, 2026
Mako Mining Corp.

Figure 4.4
Moss Project Legacy Claims


Figure extracted from the July, 2021 Technical Report.

Moss Mine Project 35 February 27, 2026
Mako Mining Corp.

This agreement is still in litigation in the bankruptcy court.

4.3.2 Greenwood Agreement

The California Moss Lot 37 (Greenwood) claim is subject to a Purchase Agreement between Patriot Gold and various parties referred to as the Greenwood Agreement that is dated March 2004. The purchase price of US$150,000 was paid by Patriot Gold, in addition to which a 3% NSR royalty is payable to the original owners, on gold and silver produced from the claim. In addition, and as defined above, a royalty of 0.5% is payable to MinQuest (now Nomad) in respect of the California Moss Lot 37 (Greenwood) claim and all other patented claims in which the original vendors have a royalty interest.

The Greenwood Agreement remains valid following the bankruptcy.

4.3.3 La Cuesta International Inc. (La Cuesta or LCI)

Pursuant to the terms of the La Cuesta Agreement, EGMC will pay La Cuesta a 1.5% NSR royalty on any gold or silver production from the area covered by the Silver Creek claims, plus an additional 0.5% NSR royalty on any third-party claims within the Area of Influence. The Area of Influence includes the State Exploration Permit covering T20N R20W Section 32, and the patented claims within the boundaries of the Silver Creek claims. Quarterly Advance Royalty payments have been made to LCI and are deductible from future royalty payments. The Silver creek claims are shown in blue on the easterly side of the land package shown in Figure 4.4.

The La Cuesta Agreement remains valid following the bankruptcy.

4.3.4 Patriot Gold.

In accordance with the terms of the 2016 purchase agreement with Patriot Gold, EGMC will pay a 3.0% NSR royalty on all gold and silver production from the patented and unpatented claims covered by the 2011 Patriot Gold Agreement. The extent of the royalty properties boundary line is the larger blue envelope shown in Figure 4.4.

The Patriot Gold Agreement is still in litigation in the bankruptcy court.

4.4 Property Access

Access to the properties is provided by State and County roads:

  • On the north side by State Highway 68 from Bullhead City and Kingman, which crosses the claim package.

  • In the central portion from Bullhead City by Silver Creek Road (County Route 10)

  • In the south-central portion by Boundary Cone Road from Fort Mohave (County Route 153)

  • In the south via historic Route 66 from Golden Shores, Oatman and Kingman.

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  • Through-out the property there are numerous ATV trails used by recreationists and hunters which also provide access for exploration purposes.

Access from Silver Creek Road to the actual Moss Mine operations is via the County recognized Moss Mine Access Road, aka BLM Route 7717. The Bureau of Land Management (BLM) has granted Right-of-Way (ROW) permits and leases expiring on December 31, 2047, allowing GVC to re- construct the road onto adjacent BLM land to meet AASHTO Tier IV standards and to construct and operate the 24.9/14.4 KV powerline to the Moss Mine Project.

4.5 Historic Liabilities

The Moss Mine Project site has been disturbed by previous historical mining activities dating back to the late 1800's. These activities are separate from the Phase I activities carried out by NVMC in 2013 and 2014.

There are no known environmental liabilities at the site from the historical activities. The Moss ores do not contain measurable quantities of sulfides and hence, there are no acid drainage issues. The previous activities have not resulted in the stockpiling or disposal of any hazardous substances.

There was a gold stamp mill erected on site in 1909 and the ruins of the mill can be seen today. The historical milling included the use of mercury amalgam, and a small stockpile of tailings is thought to contain measurable quantities of mercury. Golden Vertex was able to encapsulate these tailings in place under provisions of the 1980 Bevill Amendment to Public Law 96-482 in advance of the Phase II site grading which later buried the material.

4.5.1 Phase I Liabilities

The Phase I heap and associated facilities, such as the barren and pregnant ponds, have been dismantled and re-purposed as part of the Phase II development.

The spent ore from the Phase I heap was first detoxified, and subsequent testing proved the material was inert and met Arizona drinking water standards. In accordance with Arizona Department of Environmental Quality permit requirements, this material was used as leach pad liner bedding under the Phase II leach pad. The Phase I leach pad and pond liners were then removed and buried in the Phase II waste dump.

The remainder of the Phase I facilities (the carbon columns, tanks, and solution piping) were sold and shipped to a buyer in Mexico and the former Phase I laboratory structures were retrofitted for use in Phase II.

4.5.2 Permits

Current operating permits are discussed in Section 20. There are no identified issues that would prevent EGMC from achieving all permits and authorizations required to commence construction and operations of the project based on the data that has been collected to date.

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4.6 QP Comments

The QPs are unaware of any other outstanding environmental liabilities at the Moss Mine Project, other than those normally associated with possessing a formerly operating mine in the USA. The existing environmental conditions, liabilities and remediation have been described where required by NI 43-101 regulations. These statements are provided for information purposes only and the QPs offer no opinion in this regard.

QPs are unaware of any other significant factors or risks that may affect access, title or the right or ability of Mako to perform work on the Moss Mine Project.

Other than those discussed previously, the QPs are not aware of any royalties, back-in rights, payments or other agreements and encumbrances which apply to the Moss Mine Project that are not discussed in this section or other sections of this Technical Report.

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5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

5.1 Accessibility

The nearest cities to the Moss Mine Project are Bullhead City, Arizona (10 miles west) and Laughlin, Nevada (14 miles northwest) which are separated north-south by the Colorado River. According to the 2020 census, Bullhead City has a population of approximately 41,300 people with approximately 100,000 people living in the Laughlin-Bullhead City area.

Las Vegas, Nevada is the nearest major city to the Moss Mine Project, which is approximately 90 miles (1.5 hours) northwest of Bullhead City, Arizona (Figure 4.1). According to the 2020 census, Las Vegas has a population of about 662,000 people. From McCarran International Airport in Las Vegas, Interstate Highways 215, 11 and US Highway 95 lead to State Highway 163 into the Laughlin-Bullhead City area and are good quality paved roads. Moss Mine can be reached by traveling about 10 miles via Bullhead Parkway east on the Silver Creek Road (an improved dirt road).

Chartered flights can be arranged from McCarran International Airport at Las Vegas to the Laughlin-Bullhead City Airport. The nearest railway station is at Needles, California, which is approximately 25 miles to the southwest of Moss Mine.

Kingman, Arizona, approximately 37 miles due east of Bullhead City, is the Mohave County seat. Kingman and the surrounding area have a population of approximately 31,000.

Kingman is about 200 miles northwest from Phoenix, Arizona, the state capital Phoenix has a population of about 1.7 million people based on the 2020 census estimate.

Approximately seven miles east of the Moss Mine Project area is the small town of Oatman, Arizona. According to the 2020 census Oatman had a population of 43 people. Oatman is a historical gold mining town that hosted three underground gold mines in the late 1800s and early 1900s, producing over two million ounces of gold. During the gold mining boom, Oatman had a population estimated at 10,000. The Gold Road Mine underground mine is currently in production in Oatman.

5.2 Climate

The climate in the general Moss Mine Project area is classified as desert. In the Holdridge Life Classification zone it is in a warm temperate latitudinal region, pre-montane to lower montane altitudinal zone and a desert humidity province. There are no climatic constraints on the operating season, although daytime temperatures can exceed 110 ºF during June, July and August. Heatwaves with temperatures in excess of 120 ºF are not uncommon. Lows average about 44 ºF in the winter months, with recorded lows of 24 ºF. The average annual rainfall in Bullhead City is six inches (data from www.usclimatedata.com). No rain may fall for months, heavy rainfalls may occur during the monsoon season, which is between July and September.

5.3 Local Resources and Infrastructure

5.3.1 Surface Rights, Power, Water and Personnel

The Moss Mine Project was an active mine which was fully permitted and maintained the surface rights necessary to operate. Although the mine began production using diesel- powered generators, the mine has installed line power from Mohave Electric Co-Operative (the local power utility) which became operational as of mid-September 2020.

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The principal water source for mine operations is from wells drilled on the Moss Mine property. Additional water sources occur from water seepage into the open pits. Make up water is trucked to site, when necessary.

There are sufficient services within the Bullhead City-Laughlin area to provide supplies, services and manpower to the mine. Technical and management roles can be filled by suitable professionals from mining groups throughout the Western US.

5.4 Physiography

5.4.1 Topography, Elevation and Vegetation

The Moss Mine Project area is located in the Black Mountain Range in the southern part of the Basin-and-Range topographic province, 10 miles east of Bullhead City, Arizona.

Elevations across the Moss Project area vary from approximately 2,160 ft to 2,690 ft above sea level. The Moss vein forms a prominent east-west ridge across the northern portion of the block of 15 patented lode claims.

The local project area is drained by erosional features that drain to Silver Creek Wash located one mile south of the block of 15 patented lode claims, which is dry for most of the year, and drains southwest and then west into the Colorado River. Vegetation is generally sparse; comprised of bunch grass, sagebrush and various species of cacti. The Fort Mojave Indian Tribe and other private companies have created an agricultural community that covers several square miles in the fertile fields of Mohave Valley and Fort Mohave, to the immediate south of Bullhead City and west of the project area. The main crops are cotton and alfalfa.

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6.0 HISTORY

Parts of this section were extracted from the previous 2017 and 2021 Technical Reports and updated where applicable.

6.1 Property History

6.1.1 Discovery and Early Mining History (1863 to 1935)

The Moss Mine Project was discovered in 1863 by John Moss (1839-1880). At the time, it was reported to be the first major gold discovery in Mohave County. The larger San Francisco Mining District of Mohave County was established in 1864 (Malach, 1977).

The available records show that John Moss was made aware of the Moss Mine area by stories about soldiers from nearby Fort Mojave prospecting for and finding gold. A popular, alternative account of the Moss vein discovery is that Chief Irataba of the Mojave Tribe led Moss to what became known as the Moss vein outcrop. Whatever the case, John Moss' name appeared on the first recorded mining claim called the Moss Lode, under the ownership of the San Francisco Gold and Silver Company. The initial gold discovery at Moss was extremely high grade. Lausen (1931) reported that, "From a hole only ten ft in diameter, $240,000 is said to have been taken out.", from a site immediately to the east of the later site of Allen Shaft (Figure 6.1). The extremely high-grade ore was likely the result of near- surface enrichment, creating coarse free gold. Later mining near the high-grade pocket found coarse gold flakes and wire gold along with iron and manganese oxides in vugs (Lausen, 1931).

The available records show that Moss sold the Moss Lode to Dahrean Black and that it was later sold to the Gold Giant Mining and Milling Company of Los Angeles. The area around the glory hole was explored by numerous holes and tunnels, but no other substantial quantities of gold are reported to have been found. Ransome (USGS Bulletin 743 - Preliminary Report 1923) stated that $240,000 worth of gold (approximately 12,000 ounces) was recovered by Moss.

Following its abandonment in 1866, there was little mining activity in the district until the discovery of the regionally famous Gold Road Vein in 1901. The town of Vivian was founded in that year; its name was changed to Oatman in 1908. In 1906, the Tip Top and Ben Harrison mineralized shoots were discovered. In 1915 and 1916 the Big Jim, Aztec and United Eastern mineralized bodies were discovered on the Tom Reed Vein. Mining activity increased and the population of Oatman grew to a reported 10,000 (today referred to as the Oatman gold mining boom, 1915 to 1917). By the mid-1920s the population of Oatman had fallen to a few hundred. In 1933, an increase in the gold price from US$20 to US$35 per ounce resulted in a brief flurry of activity, but all the local mines were closed by 1942 (Ransome, 1923; Sherman & Sherman, 1969; Varney, 1994).

Historical underground mine plans of the Moss Mine in GVC's database are dated May 10, 1915 by Gold Road Mines Co. of Gold Road, Arizona, and September 25, 1920 by the Moss Mines Co. of Gold Road, Arizona. These show the Allen Shaft (Figure 6.1) and levels at 60 ft, 75 ft, 125 ft and 220 ft. The plans show that Moss Mine was operating between 1915 and 1920.

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The available records show that the Ruth Mine was accessed by a 60º degree incline shaft to drifts on the 100-ft, 200-ft and 300-ft Levels. Activity appears to have continued through to mid-1935, by which time approximately 600 ft of drifting is reported to have been completed.

Figure 6.1
Historical Photograph of the Allen Shaft at Moss Mine, 1920-1921

Source: Copied from Ransome, 1923, Plate IX-B

6.1.2 Previous Exploration and Development (1982 to 2009)

Table 6.1 summarizes the work carried out on the Moss Mine Project by previous owners and operators, up to and including Patriot Gold's last exploration program in 2009.

Table 6.1
Summary of Exploration and Development Work Carried Out by Previous Owners and Operators on the Moss Mine Project (the 15 patented lode claims) to 2009

Company Date Work Completed Comments
Moss Mine 1860 to 1920 Surface holes and underground mining 12,000 oz of gold reported to have been extracted
Ruth Mine 1900? to 1935 Underground mining Approx. 24,400 t of mineralized material extracted
BF Minerals 1982 54 rotary air trac holes, four reverse circulation ("RC") holes for a total of approximately 6,190 ft Only assayed Moss Vein material.

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Company Date Work Completed Comments
Harrison Minerals 1987 to 1988 (exact dates unknown) Rehabilitated Allen Shaft and deepened it to 300 ft Constructed headframe in 1987, reportedly left broken mineralized material in stopes, 3,000 to 5,000 short tons trucked to Tyrol mill.
Billiton Minerals 1990 21 RC holes for a total of 6,925 ft Preliminary analysis of gold and silver deportment, preliminary metallurgical tests.
Magma Copper Company 1991 21 RC holes for a total of 9,890 ft Developed local geological maps. Metallurgical testwork carried out by McClelland Laboratories.
Reynolds Metals Explorations, Inc. 1991 11 holes for 4,865 ft, plus two RC holes 500 ft Collar coordinates are not available.
Golconda Resources 1993 19 RC holes for a total of 3,058 ft  
Addwest Minerals International Ltd. 1996 to 1997 30 RC holes for a total of 8,217 ft plus six diamond holes for a total of 1,667 ft Developed a new geological model.
Patriot Gold Corporation 2004 to 2009 43 RC holes for a total of 11,807 ft plus 12 diamond holes for a total of 6,846 ft Consolidated the land position, carried out geological studies and surveys. Contracted Metcon Research to carry out metallurgical testwork.

6.1.3 Historical Production

Production details for the historical Moss mine are limited. A total of some 12,000 oz of gold is estimated to have been produced prior to 1920, and in 1988 a total of between 3,000 and 5,000 tons were extracted and hauled to Tyro Mill in Mohave County.

The available records for Ruth mine suggest that prior to 1907, 'several hundred tons' of mineralized material had been extracted, for processing at Hardyville. During the Oatman boom the mine was extended and, according to Ross Barkley, mine superintendent in the 1930s, approximately 25,000 tons were mined on the 100 Level. Mining ceased when a geological fault was encountered.

When the mine changed hands in 1935 shipments totalling 500 short tons at US$9.45/ton were made in February, along with 900 tons at US$13.00/ton in March and 1,200 tons at US$14.00/ton in April. For the gold price prevailing at the time (US$35/oz), the production records outlined suggest gold grades of between approximately 0.262 oz/ton and 0.408 oz/ton for the extracted material, hence selective high grading along what were known as pay shoots (i.e. high-grade zones of mineralized material).

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6.2 Operating Phases of the Moss Mine under Northern Vertex Mining Corporation (2013 to 2021)

6.2.1 Phase 1 Project Description

The Phase I pilot heap operations were carried out in 2013 and 2014 to test the metallurgical parameters for commercial operations. The Phase I facilities included an open pit, heap leach pad, barren and pregnant solution ponds, a carbon recovery plant, and ancillary facilities such as an onsite laboratory, onsite diesel power, a medical/safety office and a general office trailer.

During Phase I, some 193,000 tons of material was mined from the Phase I open pit using conventional drill and blast mining methods. Roughly 124,000 tons was crushed to minus ¼ inch (6 mm), agglomerated with cement, and placed on the heap leach pad with a radial stacker. The material was placed in one 33 ft lift.

The mining, crushing, agglomeration and stacking was carried out by a Contractor using mobile equipment. The operation was overseen and managed by Golden Vertex personnel.

The heap leach stage of the operation was carried out from August 2013 to September 2014. During this period, a weak cyanide solution was applied to the top of the heap using drip irrigation. Solutions were recovered to a pregnant solution pond and then circulated through conventional carbon columns. The loaded pregnant carbon was then shipped offsite to a stripping facility to recover the precious metals. The stripped carbon was then returned to the Moss project site for re-use.

Approximately 4,150 ounces of gold were recovered during the pilot heap operations representing 82% recovery to doré bar.

6.2.2 Phase II Project Description

Phase II of the Project was based on the 2015 Feasibility Study (and NI 43-101 Technical Report dated June 2015) that involved mining and processing material wholly contained within the patented claim boundaries, which could be accessed without trespass onto adjacent public lands administered by the BLM. The necessary permits and capital were obtained and Phase II commenced construction in late 2017 with eventual operation during 2018 that consisted of mining, crushing, agglomeration and stacking of ore onto a conventional heap leach pad. Commercial production was declared as of September, 2018. Gold and silver recovery were achieved by a Merrill Crowe process to produce doré bars at the project site.

The operation was designed for a five-year mine life based on a throughput of 5,000 tons per day.

6.2.3 Phase III 

Phase III of the project, which was based on the November, 2017 Technical Report, extended operations onto the adjacent federal lands administered by the BLM. This third phase allowed NVMC to take full advantage of the estimated Measured and Indicated mineral resources. The third phase necessitated an expanded waste rock facility to accommodate the additional waste rock as well as an expanded heap leach pad to treat the additional mineralized material.

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BLM issued a Decision Record and Finding of No Significant Impact (FONSI) regarding GVC's Mine Plan of Operation on March 18, 2020 based on analysis provided in the Phase III Moss Mine Expansion and Exploration Project Environmental Assessment (EA).

Since the start of Phase II, Moss mine has produced about 7,918,000 tons of ore and recovered 101,400 oz of gold and 753,700 oz of silver as of June 30, 2021.

On Sept 24, 2021, Northern Vertex Mining Corporation (NVMC) changed its name to Elevation Gold Mining Corp (EGMC). They also consolidated shares 6:1 at the same time.

6.3 Exploration and Operation of Moss Mine under Elevation Gold Mining Corp July, 2021 to 2024

During the period 2021 to 2022, drilling at the Moss Mine focused on infill and expansion drilling within or near the planned pits. The table below shows the areas, objectives and highlights of significant drill intersects. This drilling extended the known mineralization at depth and along strike to the west in 4 areas.  In addition, 7 condemnation holes were drilled in the Rattan area for the 3B leach pad. Several of these holes had intervals above the cut-off grade, however, not enough to justify applying for new permits to move the proposed leach pad.

On March 16, 2023, Elevation Gold announced an intersect of a 100.6 m thick zone with an average grade of 0.5 g/t Au at Reynolds. Subsequent drilling of 50 RC drill holes accounting for 23,990m were drilled in the Reynolds area and continued to identify a wide mineralized zone. The geology in the Reynolds area is distinct from the main Moss vein area as it is the only mineralization identified to date that is hosted in volcanic rocks as opposed to intrusive rocks. In addition, no coherent quartz veins were identified in the RC drilling. (Discussed further in Section 7.7)

Table 6.2
Summary of Drilling at Moss Mine July, 2021 to 2024

Area Number of
Drill Holes		 Metres
Drilled		 Objective Highlights
Centre Pit 13 11,515 Infill & extension at depth 47.8 m @ 0.63 g/t Au and 3.79 g/t Ag 53.3m @ 0.49 g/t Au and 4.24 g/t Ag
West Extension 26 22,880 Extension to west 61.0m @ 0.54 g/t Au and 5.1 g/t Ag 155.5m @ 0.31 g/t and 1.0 g/t Ag
West Pit 20 15,520 Infill & extension at depth 147.8m @ 0.31 g/t Au and 5.6 g/t Ag
108.2m @0.46 g/t Au and 4.72 g/t Ag
Ruth Vein 9 5,900 Infill & extension at depth 38.1m @1.43 g/t Au and 19.22 Ag 195.1m @ 0.40 g/t Au and 5.54 g/t Ag
Rattan 7 5,150 Condemnation 24.4m @ 0.41 g/t Au and 1.33 g/t Ag 79.3m @ 0.37 g/t Au and 2.0 g/t Ag
Sub Total: 75 60,965    
Reynolds 50 23,990 Identified new resources 225.6m @ 0.56 g/t Au and 2.77 g/t Ag 88.4m @ 0.59 g/t Au and 3.68 g/t Ag
Total: 125 84,955    

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In the Early 1990's Reynolds Metals drilled several holes in this area. The holes were drilled vertically and only reached depths of approximately 122 m. Most of these holes intersected low-grade gold mineralization interpreted to be associated with stockwork veining. 

6.3.1 Operations and Production by Elevation Gold Mining Corp. During the Period July 1, 2021 to 2024

Elevation's Mine Plan of Operation that was approved March 2020 included a permitted mine pit and stockpile in the Reynolds area. In February, 2024, the Reynolds area was incorporated into the Elevation Gold's mining plans following the approval of an amendment to the mine plan of operations which allowed for a reallocation of 38 acres to the Reynolds pit area and relocation of the barren rock stockpile, and leach pad to accommodate the development of the Reynolds pit.

During the Second Quarter of 2024, all production at Moss mine came from the Reynolds Pit which consisted of 696,373 tonnes grading 0.35 g/t Au resulting in the production of 6,380 ounces of gold.

Production reported by Elevation Gold in press releases during the period July 1, 2021- June 30, 2024 is shown in Table 6.3.

Table 6.3
Elevation Gold Production at Moss Mine during the Period July 1, 2021 to June 30, 2024

Year/Description 2024
(6 Months to June 30)		 2023
(12 Months)		 2022
(12 Months)		 2021
(6 Months from July 1)
Ore Tonnes Mined (t) 1,281,282 2,747,220 2,963,038 1,421,413
Ore Tonnes Stacked (t) 1,351,027 2,798,293 2,976,281 1,424,816
Gold Grade (g/t) 0.38 0.47 0.45 0.40
Gold Produced (oz) 12,683 31,047 31,094 13,265
Gold Ounces sold (oz) 12,920 31,063 31,666 13,009

6.4 Corporate Ownership of the Moss Mine Project 2011 to Present

The initial ownership in the Moss Mine Project was acquired by Golden Vertex, a subsidiary of Northern Vertex Mining, through an option agreement with Patriot Gold Corp. to acquire a 70% interest in 2011 and a subsequent purchase agreement with Patriot in 2016 to acquire a full 100% interest in the Moss Mine Project subject to a royalty agreement.

In 2021, Golden Vertex purchased ten patented claims (McCullough Patents) in northern T19N R20W covering 109.4 ac. These patented claims are owned as fee simple property by Golden Vertex. The claim boundaries were surveyed at the time of patenting and recorded as Mineral Survey 3349. They were recorded with Mohave County as Parcels 221-04-002 and 221-05-001.

On Sept 24, 2021, Northern Vertex Mining changed its name to Elevation Gold Mining Corp. (Elevation Gold or EGMC). They also consolidated shares 6:1 at the same time.

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On August 1, 2024, Elevation Gold Mining Corp obtained an order (the "Initial Order") of the Supreme Court of British Columbia (the "Canadian Court") granting it creditor protection under the Companies' Creditors Arrangement Act (the "CCAA"). Under the Initial Order, KSV Restructuring Inc. (the "Monitor") was appointed as the monitor of the Company. In order to obtain similar protection in the United States, a petition under chapter 15 of the US Bankruptcy Code was filed with the US Bankruptcy Court for the District of Arizona.

Additionally on the same date, the Golden Vertex announced that it was ceasing active mining but intended to continue the operation of the beneficiation facilities.

On December 31, 2024, Elevation Gold announced the completion of the sale of Moss Mine with an arm's length purchaser, EG Acquisition LLC. ("EGA"), in respect of the purchase and sale of certain of Elevation's assets, including the outstanding common shares of Golden Vertex Corp., which held the Moss Mine located in Arizona. The Canadian Approval Order was subject to recognition by the U.S. Court in the Chapter 15 Proceedings. The US Recognition Hearing was heard on December 23, 2024, and the US Approval Order was entered on December 30, 2024. The Transaction was also approved by the TSX Venture Exchange subject to approval by the U.S. Court.

On March 27, 2025, Mako Mining Corp announced the completion of the purchase of the Moss Mine.

The acquisition was completed pursuant to the terms of an interest purchase agreement dated March 26, 2025, between Mako US Corp. as buyer, Wexford EG Acquisition LLC as vendor, EGA as target and Mako as buyer guarantor, pursuant to which Mako US acquired 100% of the ownership interests in EGA, a private company controlled by Mako's controlling shareholder, Wexford Capital LP (collectively with its managed funds, "Wexford"), that acquired 100% of the shares of Golden Vertex Corp. (Golden Vertex or GVC), the operating subsidiary of the Moss mine, under a CCAA proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

6.5 Mineral Resource Estimates

A number of previous mineral resource estimates have been conducted on the Moss Mine Property. However, the previous resources estimates will not be discussed here as they have all been superseded by the current mineral resource estimate disclosed in Section 14 of this Technical Report.

6.6 Exploration by Elevation Gold outside of the Moss Mine

6.6.1 West Oatman

West Oatman is a bulk tonnage exploration target located 2.3 km south of the Moss Mine see Figure 6.2. Mineralization has been observed along a 4.5 km strike of the West Oatman fault/vein system. The West Oatman vein system is interpreted to be an extension of the Gold Road structure to the southeast. The West Oatman vein system is similar to the Moss vein system that is currently being mined.

Results from mapping, sampling and drilling indicate that the West Oatman vein system is potentially mineralized over a strike length of at least one kilometre, with the host structure striking 290 degrees and dipping approximately 65 degrees to the northeast.  Vein, stockwork and breccia widths vary from less than a meter to approximately 30-50 meters in width in breccia-filled dilation zones.

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Figure 6.2
West Oatman Location Map

    Figure supplied by Mako Mining Corp. and dated February, 2026.

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Approximately 3,400 m of drilling have been completed in 40 holes at West Oatman. The drilling was accomplished in 5 drilling campaigns by 3 different companies. Of the 3,400 m of total drilling, 1,946 m in 26 holes were diamond drillholes and 5,030 m in 14 holes were reverse circulation holes. Table 6.4 below shows the meterage for each of the different companies and highlights of the drilling. Additional details and assay results of the drilling are available from Northern Vertex's press releases dated May 11, 2021 and September 8, 2021. The press releases are available Makos's website under "Archives - Moss Mine"

The drilling completed to date indicates that the West Oatman system is analogous to the Moss Mine and is considered to be a high priority for additional drilling to define potential resources.

Table 6.4
West Oatman Drilling History and Highlights

Company Year Number of
Drill Holes		 Type of
Drilling		 Metres
Drilled		 Highlights1
Grubstake Mining Co. 1961 6 DD 277 NA
Reynolds Metals 1992 13 RC 1,412 24.4m @ 0.72 g/t Au
42.7m @ 0.89 g/t Au
Northern Vertex 2017 13 DD 895 35.4m @ 0.84 g/t Au and 2.83 g/t Ag, 47.2m @ 0.32 g/t Au and 2.8 g/t Ag
Northern Vertex 2020 1 RC 122 53.3m @ 0.81 Au and 14.8 Ag
Northern Vertex 2021 7 DD 774 36.0m @ 0.36 g/t Au and 1.6 g/t Ag, 68.6m @ 0.25 g/t Au and 2.33 g/t Ag
Total:   40   3,480  

Note: 1 True thickness ranges between approximately 42% (for vertical drillholes) and approximately 91% (for -50 degrees inclined drillholes) of the reported interval thickness.

6.6.2 Florence Hill

Geologic description in this section is taken from two press releases by Elevation Gold: May 31, 2022, "Elevation Gold Announces Inaugural Drilling at the Florence Hill Exploration Target" and November 11, 2022, "Elevation Gold Provides Update on Florence Hill Exploration Project". Assays for this program are from the Elevation Gold master database on site. Results were not released in a press release.

In 2022, 3,141 m in 5 diamond holes were drilled in the Florence Hill/Grapevine area. Three of the holes were in the Florence Hill area, two holes in the Grapevine and South Grapevine areas and one hole tested the Hardy Vein (Figure 6.3).

The Florence Hill exploration target is located approximately 4.5 km to the southeast of the Moss Mine. The target consists of an approximately 1.75 km long by 1.0 km-wide zone of intensely advanced argillic altered lava dome dacite and rhyolite intrusive and volcaniclastic rocks along the margin of the Silver Creek caldera. WNW- and NW-trending structures, including those hosting the West Oatman and Silver Creek Springs exploration targets (within a kilometre to the west), and the Gold Road Mine (approximately 2.5 km to the southeast) appear to intersect the caldera margin structure in the Florence Hill area.

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These structures are steeply (>80 degrees) southwest dipping in the Florence Hill exploration target area. The intense advanced argillic alteration includes kaolinite and alunite with minor dickite and pyrophyllite and is associated with geophysical magnetic lows and anomalous mercury along the WNW and NW-trending structures. Intense and locally vuggy silica alteration occurs in gently northeast-dipping ignimbrite horizons in the uppermost part of Florence Hill, with localized development of gold-absent incipient quartz stockwork veining. The various geological features noted in the Florence Hill exploration target are interpreted as being indicative of the uppermost parts of a fully preserved large-scale structurally controlled hydrothermal, possibly low- to intermediate sulphidation epithermal system.

The 3 drill holes at Florence Hill intersected fault-hosted epithermal veining in the upper +300 m, including several intermittent vein stockwork zones in the first 30 meters, followed by variably altered volcanic and intrusive host rock to depth of drilling. Assay results from the three holes did not have any significant gold or silver intersects.

Deeper in the holes, hydrothermal alteration displays an apparent transition to higher temperature porphyry-style alteration (propylitic to phyllic), accompanied by an increase in alteration intensity, with depth, however no significant base metal intervals were identified in the assay results.

Two holes were drilled in the Grapevine area, located approximately 2,300 m from the main Florence Hill exploration target. The Grapevine targets are characterized by steep quartz veining cutting stockwork associated with jarosite, quartz, kaolinite, and sericite. Assay results did not identify any significant gold, silver or base metal intervals in the Grapevine area.

The Hardy vein is located about 700 m southwest of the West Oatman area on a patented claim owned by the Company.  Several epithermal quartz-calcite vein systems outcrop in the area. The single hole drilled in this area intersected 4.7 m at 0.45 g/t Au and 2.5 g/t Ag at 184.6 m downhole.

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Mako Mining Corp.

Figure 6.3
Florence Hill/Grapevine Location Map

    Figure supplied by Mako Mining Corp. and dated February, 2026.

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7.0 GEOLOGICAL SETTING AND MINERALIZATION

7.1 Sources of Information

This section of the report updates the information from the 2021 Technical Report, which was based on the 2014 Technical Report. For background on the geology of the Moss Mine Project and Oatman mining district, the reader is referred to the 2021 Technical Report. Sections 7.2 through 7.6 are completely drawn from the 2021 Technical Report while Section 7.7 discusses recent observations and current thinking on the deposit.

The geology and mineralization of the Oatman district and the Moss mine and vicinity were initially studied by Schrader (1909), Ransome (1923) and Lausen 1931). More recent studies are found in published reports by Dewitt, et al (1986) and Clifton, et al (1980). Consultants for GVC and previous explorers have studied the deposit and its geology. Results are found in unpublished reports by Baum and Lherbier (1990), Hudson (2011), Brownlee (2014), Cuffney (2016), Cuffney and Eastwood (2013), and Larson (2013, 2015).

The Moss Mine Project lies within the western part of the Oatman mining district. The regional geology of the mining district was mapped by Ransome (1923), Lausen (1931), and Thorson (1971). Ferguson and Pearthree et al (2017) mapped the Oatman 7 ½' quadrangle, including the area surrounding the Moss Mine Project, at 1:24,000 scale, providing a modern framework for the geological setting of the project area. The Moss claim block was mapped by Eastwood (2011) for MinQuest, and the Moss patented claims were mapped in detail (1:1500 scale) by Cuffney (2013). Portions of the unpatented Moss and Silver Creek claim blocks were mapped by Cuffney (2018, 2020).

7.2 Regional Setting

In a regional structural context, the Oatman district lies in the transition zone between the stable Colorado Plateau on the north and disrupted terrane of the highly extended Basin and Range on the south. Although the area is broken into north-south trending ranges and valleys typical of the Basin and Range, extension is minor.

The Oatman mining district lies within a large Tertiary volcanic field, developed on a basement of Precambrian granitic and metasedimentary rocks. A batholitic body of trachytic magma invaded the volcanic field to the northwest of Oatman, culminating in massive pyroclastic eruptions of the Peach Springs tuff, resulting in collapse of the roof of the batholith and formation of the huge Silver Creek caldera at ~18.8 Ma (Ferguson et al., 2013). The Peach Springs tuff fills the caldera; its outflow ash-flow sheet extends for more than 100 miles from the caldera, covering more than 15,440 square miles across northwest Arizona and California (Pamukcu, et al, 1986). The main Oatman district lies just outside of the caldera rim, where mineralization is hosted in pre-caldera intermediate composition lava flows; whereas Moss lies inside the caldera and is hosted in intra-caldera tuffs and intrusions.

Calderas are often excellent loci of epithermal precious metals deposits due to the combination of deep-seated structures (concentric and radial fractures), permeable volcanic and volcaniclastic host rocks, intrusive activity, and abundant water for development of hydrothermal fluids. Examples include Round Mountain, NV, Silverton, CO, Goldfield, NV, and Creede, CO. The main Oatman mining district, lying immediately to the east-southeast of the Moss Mine, produced more than two million ounces of gold from northwest to west- northwest-trending epithermal quartz-calcite veins. Several mines contained bonanza grade ores shoots averaging more than 1 oz/t gold.

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7.3 Host Rocks

The dominant host rock of the Moss deposit is the Moss porphyry, a polyphase monzonite to quartz monzonite porphyry, which intrudes the Peach Springs tuff. Typical Moss porphyry contains coarse grained (4 mm to 10 mm) plagioclase and biotite phenocrysts with lesser hornblende in a very fine-grained groundmass of quartz and feldspar. The Moss stock contains several phases, including equigranular quartz monzonite to monzodiorite, and more felsic phases. Within the project area, the porphyry has undergone weak early propylitic and potassic alteration, characterized by potassic feldspar partially replacing plagioclase feldspar. Sparsely porphyritic feldspar porphyry and rhyolite porphyry to aplite dikes with quartz eyes crosscut the porphyry and the volcanic wall rocks and constitute minor host rocks. Late (post-mineral) micro-gabbro to basalt dikes cut all units along north-trending faults.

The easternmost portion of the Project area and the western portions of the claims, west of the West Pit, are underlain by the Peach Springs tuff, (formerly the Alcyone Formation), consisting of volcanic tuffs, flows, and minor volcaniclastic sediments filling the caldera. In the project area, the Peach Springs tuff is a thick, highly variable unit composed dominantly of several welded trachytic ash-flow tuff sheets separated by coarse volcaniclastic sediments, debris flows, and volcanic breccias. Lithic-rich welded tuff is common.

Locally, large-foundered blocks of Precambrian granite, representing landslide deposits from the caldera walls, occur within the tuff. Welded tuffs within the Peach Springs tuff are competent units capable of hosting both persistent veins and stockworks.

The Times granite, a fine-to medium grained leucogranite, forms an irregular intrusion centred to the south of Silver Creek. Age relations between the Moss porphyry and the Times granite are uncertain; the two intrusions appear to intermingle in several places. The granite is a host rock at the West Oatman prospect.

7.4 Mineralization

Gold-silver mineralization in the West Oatman district occurs as high-level low-sulfidation epithermal veins and stockworks. The mineralization is very similar to that of the main Oatman mining district. The Moss Vein may represent the western extension of the Gold Road vein on the north end of the Oatman district (Figure 7.1 and Figure 7.2).

Three main veins and their associated stockworks host the bulk of mineralization defined to date at Moss:

1) the Moss Vein and its extensions to the west and east of the resource area.

2) the Ruth Vein to the immediate south of the Moss Vein.

3) the West Oatman Vein, lying about one mile to the south of the Moss Vein.

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Figure 7.1
Geology and Exploration Areas around the Moss Mine

Figure supplied by Mako Mining Corp. and dated February, 2026.

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Mako Mining Corp.

Figure 7.2
Geology and Exploration Areas along the Moss Vein

  Figure supplied by Mako Mining Corp. and dated February, 2026.

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7.4.1 Moss Vein System

The Moss Vein system extends for 3.90 miles in a roughly east-west direction across the Moss/Silver Creek claim block. The vein has been divided into three sections for exploration and mining purposes:

  • the Main Moss Vein/resource area (Moss Open Pit, West Pit), comprising 1.2 miles of the Moss vein on the patented mining claims.

  • the Eastern Extension, extending for. 1.5 miles eastward from the east end of the open pit to the east end of the Silver Creek claims where the vein intersects the NNW- trending Mossback Vein.

  • the Western Extension of the Moss Vein, extending for 1.20 miles from the west end of the West Pit to the Far West prospect., including the Cliffs of Mordor/Mordor Vein and the Mid-West target.

In the central part of the resource area, within the Moss Open Pit, the Moss Vein strikes east- southeast (~96° azimuth) and dips steeply (~70°) to the south. The Ruth Vein and other small veins in the hanging wall of the Moss vein are antithetic veins dipping to the north.

Geological mapping combined with review of the Moss Mine Project drill hole logs and assay database indicate the potential for exploitation of other mineralized veins and stockwork zones between the Moss and Ruth Veins.

7.4.2 West Extension of the Moss Vein

The Moss vein can be followed for 1.20 miles west of the West Pit and is expressed on surface as quartz+/-calcite veining, stockwork veining, or silicification along trend of the vein.

Four mineralized areas within the West Extension are discussed separately: West Pit, Mordor, Mid-West Extension, and Far West

7.4.2.1 West Pit

The West Pit mineralization is part of the main Moss Vein/resource area.

Strong gold-silver mineralization follows the Moss Vein to the west across the Canyon fault, a major north-northwest linear. The structure of the Moss vein crosses the Canyon fault apparently without change in orientation, and although it appears as if there is little displacement across the fault, potential movement along the fault is being tested with additional drilling. Movement along the Canyon fault may pre-date the Moss vein; drill testing will confirm whether post-mineral movement is minor.

The West Pit, an expansion of the original Moss open pit for about 1,200 feet to the west, and the associated Gold Bridge and Gold Tower targets lie immediately west of the Canyon fault. The nature of the Moss vein changes across the fault. Massive quartz-calcite veining typical of the Moss vein is only locally developed. Replacement silicification cut by quartz-calcite veining is more common. Widespread strong silicification marks the footwall of the structure. Several thin north-dipping antithetic quartz veins, silicified zones, and zones of stockwork veining occur in the hanging wall of the Moss structure. The West Extension has been interpreted as being a zone of horse-tailing of the Moss vein.

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The stockwork associated with the West Pit/Gold Bridge/Gold Tower is wider and more extensive than that on the hanging wall of the main Moss Vein - up to 400 feet wide.

Accordingly, gold-silver grade is lower than in the Moss Vein and associated stockworks in the Moss Open Pit.

7.4.2.2 Cliffs of Mordor/Mordor Vein

The rugged cliff terrain west of the topographic crest of the West Pit is informally named the Cliffs of Mordor. Stockwork and vein mineralization continues west of the pit but has until recently been difficult to access and drill due to the rugged topography. Pioneering in the West Pit has created the opportunity for drilling from various flat benches within the pit as it develops. The host rock changes from the Moss porphyry to welded tuffs of the Peach Springs tuff west of the West Pit boundary. The tuffs are competent host rocks capable of propagating both veins and stockwork mineralization, as manifest in the presence of numerous veins in outcrop to the west of the current mine.

A well-defined quartz-calcite vein, the Mordor vein, crops out along the base of the cliffs, just west of the leach pads. The vein strikes 260° and dips 50° to the north in outcrop and can be followed for about 400 feet along strike. Continuous-chip samples collected across the 5 foot-width of the vein ranged from 0.079 oz/ton Au to 0.286 oz/ton Au.

7.4.2.3 Mid-West Extension

To the west of the Cliffs of Mordor, about 1,800 feet to 2,300 feet west of the West Pit, the Moss Vein crops out as a rib of replacement silicification with minor white quartz veining for about 1,000 feet of strike length. Several prospect pits and one short adit are remnants of historic exploration of the vein.

Fairly low gold values have been obtained from rock-chip samples of the vein structure. Only five of 48 samples assaying >0.02 oz/ton Au, with a maximum of 0.0575 oz/ton Au. Despite the weak expression of the Moss vein and the relatively low surface gold values. Drilling by Reynolds Metals in 1991 defined a broad area of thick low-grade gold, including a section of 370 feet assaying 0.0127 oz/t Au in hole WO 91-07. This drillhole intersected hanging wall stockwork veining above the Moss Vein but does not appear to have been drilled deep enough to intersect the Moss Vein. The Mid-West Extension is considered a primary target for future resource expansion

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Figure 7.3
Mid-West Extension Geology and Rock-Chip Gold (in ppb)

        Figure supplied by Mako Mining Corp. and dated February, 2026.

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7.4.2.4 Far West

The Far West extension of the Moss Vein comprises the westernmost exposures of the vein system. Following a gap of about 1,500 feet lacking surface expression of the Moss Vein, the structure reappears as a broad zone of stockwork veining with quartz-calcite+/-fluorite veins

extending for about 2,000 feet along the steep south flank of a large hill (the Black Fin). Additional subvertical veining is present on the back side of this hill. Several small prospect pits and a long adit have been driven into the vein/stockwork. Lac Minerals drilled seven reverse-circulation holes in 1989, which intersected multiple thin zones of gold mineralization. It is possible that the Black Fin area is similar to the Cliffs of Mordor area (see Section 7.4.2.2), with extensive stockwork veining and silicification in the hanging wall to the Moss Vein; the silicification resulting in the development of significant topographic highs.

The Far West prospect is considered a good exploration target for long-term resource expansion. However, rugged topography and distance from current operations render it a somewhat lower priority target at this stage.

7.4.3 Morphology of the Moss Vein

The Moss vein strikes S84E and dips an average of 70º to the south (096/70 using the right- hand rule). The pre-mining expression of the vein was a series of low west-northwest- trending hogbacks, with the vein footwall defining the north side of the ridges.

The Moss Vein is a fissure-filling vein, best described as a "breccia vein". The vein is a primary hydrothermal breccia, as opposed to a brecciated vein produced by post-mineral faulting, although some post-vein brecciation does occur. The Moss Vein occupies a major fault zone that was periodically opened during episodic boiling events, which deposited quartz together with and/or alternating with calcite. Explosive breccias and boiling textures are common. Some of the pulses also deposited gold and silver. The main vein varies with decreasing quartz-calcite matrix from nearly solid white vuggy quartz and/or calcite (usually quartz-calcite mixtures) with occasional colloform banding, through quartz-calcite vein with abundant floating clasts of wall rock (breccia vein), to brecciated wall rock veined and cemented by quartz-calcite stockworks. In places, the Moss Vein consists only of stockwork veining.

The hanging wall of the vein contains scattered thin quartz-calcite veins and breccia veins over a zone measuring several tens of feet up to 100 feet wide, creating thick zones of low- grade mineralization. Quartz-calcite veining in the hanging wall may occur either as thin planar veins (often quartz veins with calcite cores), irregular veins with sinuous borders, or highly irregular breccia infillings. Significant gold mineralization can occur in stockwork zones with only a few percent of visible quartz-calcite veinlets.

The vein and hanging wall stockwork zone pinch and swell both along strike and down dip, probably reflecting dilatant zones developed along subtle bends in the vein structure.

The footwall contact is normally a fairly sharp well-defined contact between vein and porphyry wall rock with few or no veinlets. The contact varies in nature from a sharp contact between intact fissure-filling vein and wall rock to a fault contact with brecciated vein juxtaposed against footwall Moss porphyry host rock. Locally, quartz-calcite stringers carrying low-grade precious metal values extend for 10 to 15 feet into the footwall wall rock. Mineralized footwall zones may be associated with dilational flexure zones. In contrast, the position of the upper contact of the hanging wall stockwork is a less well-defined contact, picked predominantly on the basis of gold assays as vein density in the hanging wall gradually decreases.

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Locally, the Moss Vein has been subjected to later movement within and across the fault along which the vein developed. This movement has created locally brecciated portions of the vein, both at the footwall contact and internal to the vein. Late post-mineral calcite often cements these tectonic breccias. The Moss Vein displays a variety of styles, ranging from massive quartz-calcite veining with bladed calcite and small vugs, colloform banded quartz and quartz-calcite veining, breccia veining with wall rock clasts floating in quartz-calcite matrix, to stockworks veining cementing brecciated wallrock.

7.4.4 Ruth Vein

The Ruth Vein is an epithermal quartz-calcite vein, similar and subparallel to the Moss Vein, lying about 650 feet to the south of Moss in the central area and dipping about 60 degrees north toward the Moss vein. The Ruth Vein was a former producer and is credited with about 25,000 tons of ore mined between 1900 and 1935 (see section 6.1.3).

The vein crops out as a four to six-foot-wide solid quartz+/-calcite vein, extending from the shaft at the old mill site near the present mine office to two shafts lying about 600 feet to the east. The shafts serviced workings developed in a high-grade (~0.35 oz/ton Au, 2.0 oz/ton Ag) ore shoot that raked about 45 degrees to the east.

East of the shafts, there is no surface expression of the Ruth vein for about 500 feet along strike. On the east side of the wide north-trending felsic dike, the Ruth structure reappears and can be followed for another 350 feet to the east as a series of scattered ENE-aligned small prospect pits exposing 2-inch to 10-inch-thick north-dipping quartz veins (~ 254/67; right-hand rule strike and dip).

West of the mill site - across the Canyon fault - the Ruth Vein can be followed for about 800 feet to the west-southwest as weak veining or stockworks exposed in a few prospect pits and roadcuts. The Ruth Vein has about 2,250 feet of exposed strike length.

The main productive area of the Ruth Vein strikes nearly east-west and dips north at 50-70 degrees (267/50-70). The east and west extensions have more northeasterly trends with an orientation of approximately 255/65. The change in orientation causes the Ruth Vein to diverge from the Moss Vein west of the Canyon fault and to converge towards the Moss Vein east of the eastern shafts.

There is no surface expression of the Ruth Vein beyond the last prospect pit 850 feet east of the eastern shafts. However, in the Eastern Extension area, off the patented claims, a similar north-dipping quartz/-calcite +/-fluorite vein, which is subparallel to the Moss Vein, crops out about 600 feet south of the Moss vein. Informally named the Generator vein, this vein may represent the eastern extension of the Ruth vein.

Although no petrographic studies have been conducted on Ruth Vein material, macroscopic study of outcrops, drill core, and drill chips suggest similarity to the Moss Vein. The Ruth Vein varies from a single four-to-six-foot-wide vein, through zones of one-to-six-inch-wide quartz+/-calcite veins intermixed with wall rock to stockworks of thin quartz+/-calcite veinlets. Overall, the Ruth Vein is smaller and less well developed than the Moss Vein. The Ruth Vein also exhibits less vugginess with finer vugs than are typical of the Moss Vein. No bladed calcite or colloform veining has been noted in drill core from the Ruth Vein, but only a small amount of core has been inspected to date. Silver: gold ratios are similar to the Moss Vein, suggesting similar ore mineralogy.

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Locally along the vein, mineralized stockwork zones with white quartz-calcite veinlets comprising 10% to 30% of the rock occur both above and below the main Ruth Vein.

7.4.5 Gold-Silver Mineralization

7.4.5.1 Vein Minerology

The mineralogy of the Moss Vein system as currently explored is simple and the ore is nearly void of all deleterious elements. Key elements of the ore are:

  • Gangue consists of quartz and calcite with minor fluorite locally occurring as late- stage veins and vug fillings.

  • Gold mineralization is predominantly in the form of very fine-grained native gold and silver-rich native gold grading to electrum (an alloy of gold and silver with Ag:Au >1:5).

  • Silver occurs as electrum and within the silver-rich gold. Minor native silver has also been identified. In addition, minor amounts of very fine grained, grey to black sulfides (dominantly acanthite, Ag2S) are present as disseminations and occasionally in very thin grey bands in unoxidized or weakly oxidized parts of the veins. The silver minerals bring the overall Ag:Au ratio of the deposit to approximately 8:1.

  • Base metals (Cu, Pb, Zn) are very low, especially in the upper parts of the system, but show a slight increase with depth, consistent with low-sulfidation epithermal veins.

  • No arsenic or antimony minerals occur.

  • Mercury is negligible.

7.4.5.2 Mode of Gold/Silver Occurrence

Petrographic study by Hudson (2011) identified native gold and electrum and tentatively identified acanthite (Ag2S). Larson (2013, 2015) positively identified acanthite as well as minor native silver and found that gold and electrum occur in the following modes, in order of abundance:

  • Grains interstitial to quartz grains or in small vugs in quartz (most common).

  • Grains on or within goethite, after oxidized pyrite (common).

  • Grains encapsulated in pyrite (rare).

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  • Grains encapsulated in quartz or calcite (rare).

Larson (2015) reports, "Overall, quartz is the host for all of the metallics…. with this generalization that quartz is the dominant host, the most common site(s) for precipitation of gold or acanthite are in open spaces such as vugs and intergranular between quartz grains." Such occurrence lends to good leach recoveries following secondary crushing, since the rock tends to break along quartz grain boundaries, rather than across them.

The Moss Vein contains a very small amount of sulphide minerals, principally pyrite (<1% by volume). Although pyrite is only a very small component of the rock, pyrite was found to co- precipitate with quartz and electrum, and Larson (2015) writes, "Pyrite is present in small amounts in most of the samples, goethite formed by the oxidation of pyrite and usually retaining the shape of the original pyrite is in half of the sections. Of these, pyrite or goethite actually host (encapsulate) some of the electrum in five of the samples." Nearly all the pyrite has been oxidized to goethite within the current limits of mining.

The mode of occurrence of gold within the Moss Vein appears to be variable (Figure 7.4). Hudson (2011) determined that all the gold grains identified in the three core samples he studied were encapsulated in calcite. In contrast, Larson (2013, 2015), who studied a broader group of 18 sections of core spanning 3,500 ft of strike length and 860 ft of vertical extent of the Moss Vein, found only one occurrence of gold encapsulated in calcite, although several electrum grains were located adjacent to calcite grains. Baum & Lherbier (1990) estimated that 64% of electrum grains in sample 444-1-2 were associated with hydrous iron oxides (goethite), 26% were associated with quartz-calcite gangue, and 10% of gold grains were encapsulated in pyrite grains.

7.4.5.3 Gold Grain Size

Gold/electrum is dominantly very fine grained, but some exceptions occur. Larson (2013) found that most gold/electrum grains were very small with a range of 3 microns to 70 microns in diameter. Measurements made by the author of 48 grains of electrum from Larson's (2015) photomicrographs indicate a range in maximum grain dimension from 2 to 98 microns, with an average of 23 microns. Hudson found only very fine grains of gold/electrum with all grains measuring <10 microns in one polished section and all grains measuring <20 microns in another.

Baum & Lherbier (1990) studied two composite chip samples from Billiton's reverse- circulation drill holes. They found a large variation in grain size between the two composites, with one sample containing mostly very fine-grained particles (81% <20 microns) and only 2% of grains measuring >100 microns. The second sample had significantly more coarse grains with 46% of grains being >20 microns and 18% measuring >100 microns to a maximum of 300 microns. Table 7.1 shows that between 60% and 90% of the gold grains studied by Baum & Lherbier are less than 50 microns (or 0.05 mm) in diameter. 

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Figure 7.4
Occurrence of Gold/Electrum Grains*

*Notes: a) gold filling interstices between quartz grains, (AR 141c at 21.5' downhole), gold grain is 98 microns across - the largest grain found by Larson (2015); b) gold encapsulated within quartz (AR 169c at 139.5' downhole), gold grain measures ~16 microns across; c) gold within goethite after oxidized pyrite (AR 204c at 443.5' downhole) in fractured quartz, gold grain measures 19x12 microns; d) gold encapsulated in fresh pyrite (AR 201c at 749' downhole), gold grain measures ~28 microns across (note great depth of sample).

Table 7.1
A Summary of Microscopic Gold Particle Size Analysis, Moss Vein Material (Baum & Lherbier, 1990)

Gran Size

Percent of Gold Grains in Sample

Microns

Millimetres

Sample 444-1-2

Sample 444-3

<5

<0.005

60%

21%

5-20

0.005-0.02

21%

15%

20-50

0.02-0.05

10%

24%

50-100

0.05-0.1

7%

22%

>100

> 0.1

2%

18%

Total:

-

100%

100%

Table Compiled from information contained in Baum & Lherbier, 1990

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7.4.5.4 Paragenetic Sequence

Petrographic work by Larson (2013, 2015) shed additional light on the alteration and mineralogical/paragenetic associations of gold-silver mineralization at Moss. Important observations include:

  • Widespread early propylitic (chlorite, epidote, calcite) and potassic (K-feldspar replacing plagioclase, magnetite veinlets and disseminations) affected the Moss porphyry and its wall rocks throughout the project area.

  • Ore stage alteration is limited to several phases of quartz and calcite precipitation in open spaces.

  • Small amounts of pyrite were deposited with quartz, both before and during ore-stage gold-silver mineralization.

  • Acanthite postdates most pyrite, occurring as rims on pyrite or infilling fractures in pyrite.

  • Very minor base metals mineralization (chalcopyrite, galena, sphalerite) narrowly predates precious metals deposition (evidenced by acanthite rimming and replacing sphalerite).

  • Acanthite is more resistant to oxidation than pyrite (which is earlier and often fractured), often surviving as unaltered acanthite within goethite after oxidized pyrite.

  • Late calcite occurs as post-mineral breccia infillings.

Figure 7.5 presents a revised paragenetic sequence of alteration and mineralization, based on logging of drill core and Larson's petrographic observations and interpretations.

Figure 7.5
Paragenesis of the Moss Deposit

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7.5 Oxidation

Partial oxidation appears to be relatively deep along the Moss Vein. Oxidation in and around the Moss Mine tends to be deeper along the Moss Vein than outside of it. This is largely due to structural permeability created by brecciation within the vein due to post-mineral movement during reactivation along the vein structure and at intersections with northerly- trending cross-faults. The vuggy nature of much of the vein also contributes to local porosity and permeability. The Moss Vein forms a local aquifer along which oxygenated waters have moved as the water table fluctuated over time.

Except for the Moss Vein and a few other major structures, the REDOX zone corresponds roughly to the present water table. However, oxidation tends to extend deeper into the Moss Vein and its hanging wall stockworks (e.g., Figure 7.6). Cuffney and Eastwood (2013) state, "The REDOX zone at Moss is not a simple boundary and is not related to the present static water table" and "It is not uncommon for the vein to be oxidized to depths in excess of 500 ft (152 m), with unoxidized and thin, partially oxidized zones in the hanging wall." The authors further state, "The drill holes show that the water level is between 40 to 150 ft (12.2 m and 45.7 m) below surface. There is ample evidence of oxidized rock below the water level in several of the core holes. The fact that oxidation is deeper than the present water table is interpreted to indicate that oxidation is related to a lower water table in the past, and that the water table has risen to its present level after oxidation took place".

Figure 7.6
Cut Core from Drill Hole AR204C at 385 ft Downhole (272 ft vertical depth), Showing Partial Oxidation
(brown limonite) in the Moss Vein

Hudson (2011) states that 'the depth of oxidation can be in excess of 300 to 500 ft (91 m to 152 m)'. A similar finding is detailed in a mining report by geologist M. C. Godbe III to BF Minerals (April 26, 1982) who states, "The Moss Mine was developed over a vertical range from surface to the 300 level. All (of the mined mineralized material was) within the oxidized zone". Drilling by GVC shows oxidation well below the present water table (~140 ft below the shaft collar), and partial oxidation (limonite on fractures) occurs locally to more than 800 ft below the present surface.

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7.6 Structural Geology

7.6.1 Faults

The Moss Vein follows a major west-northwest structure, which crosses the mine property and extends for at least another mile to the west beyond the Project area and 1.5 miles to the east as shown in Figure 7.2.

The northwest-trending Canyon fault forms the boundary between the main Moss Vein and the West Extension. Despite being a large through-going structure, the Canyon fault appears to displace the Moss Vein from the West Extension by a very small amount. This is being tested with additional drilling from the West Pit.

Within the project area, a series of small north-to-north-northwest trending faults offset the Moss Vein. A total of 27 faults cutting across the Moss Vein have been mapped. A relative chronology was compiled based on surface topology and the interactions of the faults with adjoining intersecting faults. Fewer cross-faults have been identified in the West Extension area.

Field measurements show that 24 of the mapped faults off-setting the Moss vein have dips that are equal to or greater than 80º (the exceptions are Fault 3 that dips at 50º, Fault 12 that dips at 65º and Fault 24 that dips at 40º). All the faults, except the Canyon fault and the four faults that trend a few degrees east of north, displace the Moss vein by small amounts in the left-lateral direction. This offset may be due to true left-lateral offset, or to vertical offset down to the east, producing the apparent left-lateral offset of the south dipping Moss vein.

7.6.2 Dikes

Four different types of dikes have been identified through geological mapping:

  • Feldspar porphyry dykes with minor quartz (medium grained feldspar phenocrysts with occasional quartz in a fine grained, sugary/aplitic to aphanitic groundmass);

  • Aplite dykes (thin aphyric to sparsely porphyritic dikes with a sugary/aplitic groundmass - may be a chilled version of the feldspar dikes);

  • Feldspar-biotite dykes (large feldspar and fine- to medium-grained biotite phenocrysts in an aphanitic groundmass); and

  • Mafic dikes (dark brown, aphanitic to finely crystalline basalt to micro-gabbro dikes, which are weakly chloritized).

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With the exception of the mafic dikes, which are late post-mineral feeders to basalt flows, the dikes predate the Moss vein, as evidenced by the development of Moss Vein-related stockworks within each type of dike. The post-mineral mafic dikes tend to invade the small north-trending faults, which offset the Moss Vein.

7.7 Current Geological Concepts

The current model is based on concepts diverging somewhat from the previous thinking on this deposit.  The following observation are based on a site visit conducted by Gray (2025) of Resource Geosciences Incorporated, Mako staff observations, and the modelling exercise completed by Gary Wong, P.Eng. There are some very distinct characteristics to this deposit, which were not modelled previously.  The following are the main salient points:

1. The main feature dividing the deposit is the NW trending Canyon fault. West of this fault, there is no evidence of a Ruth vein/structure, nor is there evidence of a coherent Moss Vein.

2. The Moss Vein has two different expressions: high grade quartz carbonate lode veins and low-grade quartz stockwork. The west side of the Canyon Fault only contains a very small portion of the Ruth structure.  This is suspected because of point 3.

3. The higher-grade material and the veins have only been observed in the intrusive Moss Porphyry. To the west of the Canyon Fault are mainly volcanic rocks (Peach Spring Tuff). There is a fundamental change from the intrusive to the volcanic rocks which is not well understood but all evidence points to an absence of major veining and lower grade in the volcanics, however the mineralized intervals are typically wider and more continuous than those observed to the east of the Canyon Fault.

4. The Moss vein does not continue west to the Reynolds area. The previously modelled steeply dipping features have not been observed in Reynolds. Instead, the mineralization controls appear to be much flatter lying (approximately dipping 30 degrees to the southwest), possibly associated with bedding features in the tuff. This is very apparent in the grade model and as such, potential for shallow mineralization is very high. Unfortunately, there is currently no diamond drilling to gain an understanding of the controls in that area, only reverse circulation drilling. Future diamond drilling programs should shed light on this feature.

Figures 7.7. to 7.8 show the relative positions of the features described. Figure 7.9 shows a cross-section of the Reynolds zone illustrating the flatter attitude of the zone looking west (azimuth 280°).

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Figure 7.7
Moss and Ruth Veins relative to Canyon Fault

Source: Mako, January, 2026.

 

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Figure 7.8
Moss Stockwork and Reynolds Zone

Source: Mako, January, 2026.

 

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Figure 7.9
Cross-Section for the Reynolds Zone showing the Flatter Attitude Looking West (Azimuth 280°)

Source: Mako, January, 2026.

 

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8.0 DEPOSIT TYPES

This section is taken from the 2021 Technical Report as no significant studies have been done since that time.

The Moss deposit is a steeply dipping (average 70˚) quartz-calcite vein and stockwork system, which extends over a strike length of approximately one mile in the resource area (Moss Open Pit and West Pit), but can be traced for 3.9 miles in total length.

The Moss Vein system is considered a high level, low-sulfidation (adularia-sericite) epithermal gold-silver deposit in the classification of Heald et al (1987) and White and Hedenquist (1995). Low sulfidation epithermal deposits form from hydrothermal waters in the relatively near-surface environment, typically within 1.5 km of the earth's surface (Taylor, 2007). They are commonly found associated with magmatism and volcanism, but are somewhat distal (vertically or laterally) from the actual centre of magmatism, in environments where meteoric waters have mixed with and diluted magmatic waters.

Epithermal deposits comprise one of three sub-types: high sulfidation; intermediate sulfidation; and low sulfidation. Each sub-type is identified by characteristic alteration and ore-stage mineral assemblages, occurrences, textures and suites of associated geochemical elements. The designation of high sulfidation vs low sulfidation is based on the sulfidation state of the ore-stage sulfide suite, not the abundance of sulfides in the ore. However, precious metals mineralization at Moss is characterized by a low sulfidation suite of minerals and a very low sulfide content (<1%) as well.

The quartz-calcite vein textures at Moss (massive, breccia, vuggy, colloform), are typical of low sulfidation epithermal veins. Gold occurs as very fine native gold and electrum, and silver typically occurs as electrum and very fine grained acanthite, similar to other low- sulfidation precious metals deposits.

The very low (usually trace) levels of base metals in the Moss ores are also consistent with high-level low-sulfidation gold deposits. Alteration related to main-stage precious metals mineralization is confined to silicification and minor sericitization of wall rock adjacent to the veins.

The Moss mineralization differs from typical low-sulfidation precious metals deposits in its lack of adularia (possibly present, but not yet positively identified) and lack of deleterious elements such as arsenic, antimony, and mercury.

Table 8-1 summarizes the characteristics of the Moss Vein system and compares them to characteristics of typical high-level low-sulfidation precious metals deposits.

The high level of emplacement of the Moss mineralization is evidenced by the very fine grain size of ore-stage minerals (gold, silver, electrum, acanthite) and the highly vuggy nature of much of the vein. No paleosurface or near surface features, such as silica sinters, chalcedony or a steam-heated acid leach cap, are preserved in the Moss project area. This indicates that the top of the hydrothermal system has been eroded, thereby exposing the gold depositional zone. Larson (2015) notes that much of the quartz in the Moss Vein was likely deposited as chalcedony or opal, which later converted to fine-grained quartz. This would place the upper part of the Moss Vein system only slightly below the surficial hot-spring zone.

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Table 8.1
Comparison of Moss Deposit Characteristics with Typical Low Sulfidation Epithermal Gold Deposits

Characteristics Moss Vein System Typical Low Sulfidation Epithermal
Mineralization form Vein and stockwork Veins and stockworks, minor disseminations
Geological setting Volcanic centre (Intra-caldera) Above or adjacent to magmatic centre
Host rocks shallow-level intrusion and Intra-caldera volcanics Dominantly volcanic and epiclastic sediments
Alteration Silicification, minor argillic silicification, narrow argillic, illite, adularia
Vein textures vuggy, breccia, colloform Open space/cavity filling, bands/colloform, breccias,
druses
Gangue minerals quartz, calcite, fluorite Quartz, chalcedony, calcite, adularia


Ore minerals		 native Au & Ag, electrum, acanthite Native Au and Ag, electrum, minorsphalerite,
chalcopyrite, galena
Elemental associations Au, Ag (Zn, Cu) Au, Ag, Zn, Pb, (Cu, As, Sb, Hg, Se, Te)

Bladed calcite, which is common in the Moss deposit, is indicative of the boiling zone of the hydrothermal fluid, where calcite and quartz co-precipitate, after which calcite is partially replaced by quartz. The boiling zone is the main locus of gold deposition, since boiling destabilizes gold-bearing hydrothermal solutions, causing precipitation of gold. The boiling zone within the Moss Vein, as defined by the occurrence of bladed calcite and quartz replacing bladed calcite as shown in Figure 8.1, extends over a vertical extent of more than 500 ft (150 m) and likely continues much deeper (Cuffney, 2015).

Figure 8.1
Examples of bladed calcite partially replacing quartz (evidence of boiling) in HQ- diameter (2.5") diamond
core drill holes: Right a) AR-165C at 213 ft; Left b) AR21-410C at 781 ft (with purple fluorite)

Figure supplied by Gary Wong and dated February, 2026.

Bladed calcite replaced by quartz is common on the east side of the Canyon fault (central pit), extending from surface to a depth of 500 feet below surface. On the west side of the Canyon fault (West Pit/West Extension) bladed calcite is less common and is first seen in core at a depth of 600 feet (Cuffney, 2015). This relationship suggests that the Canyon fault may be a reverse fault with the west side down dropped. More search for boiling textures in outcrop and drill samples will be needed to test this theory. Larson (2015) also noted that some quartz in the Moss vein in the central pit area showed textures indicative of replacement of chalcedony by higher temperature quartz. This also argues for a high-level setting on the east side of the fault.

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In many epithermal deposits, precious metals grades above the boiling zone can be low, but bonanza grades often occur at the boiling zone. Although the overall grade of the Moss deposit is low, several pods of high-grade mineralization have been found in modern exploration and during mining of the Phase I bulk sample. A small shoot of very high-grade gold was reportedly mined in the early days of the mine, yielding nearly 10,000 ounces of gold valued at $200,000 at $20.67/oz, from a small (10 ft diameter x 10 ft deep) shaft (Malach, 1977). In addition to the Moss Vein, a number of high-level veins throughout the Moss property present good opportunity for discovery of bonanza-grade ore shoots beneath outcrops that yield only low gold and silver values.

The spectacular bonanza ore shoots of the Tom Reed, United Eastern, and Ben Harrison mines at Oatman were blind ore bodies, whose surface expression was narrow argillic (illitic) alteration halos along structures. The argillic alteration blooms were barren but rapidly changed to high-grade (>0.25 opt Au) ore. An exception is the Tip Top orebody, which lies about 100 feet below a surface outcrop of silicified latite laced with quartz and calcite veins, very similar to portions of the Moss Vein. The ore shoots at Oatman were characterized by abrupt tops and bottoms corresponding to the boiling zone, extending over a vertical interval of about 1,200 feet - from about 2,600 feet down to 1,400 feet elevation. The Gold Road vein, north of the main district, cropped out on surface and has a vertical extent of at least 2,000 feet (3.300 feet down to ~1,200 feet elevation) with current exploration testing the bottom of mineralization. The Moss vein mineralization, although overall much lower grade than the Oatman ore shoots, fits the elevation range of the Oatman mineralization and boiling zone well - extending from about 2,300 feet down to at least 900 feet elevation.

The Silver Creek claims contain both a low-sulfidation epithermal precious metals vein system and a high-sulfidation mineralization system. The latter is characterized by widespread strong argillic to advanced argillic alteration and silica caps. High-sulfidation systems are developed in close proximity to magmatic centres, often porphyry copper-gold systems; and are characterized by magmatic hydrothermal waters. Ore morphology varies from veins to breccias and breccia pipes. Very high-grade bonanza gold deposits can form within the boiling zone. Important examples include Goldfield, NV; El Indio, Chile; and Yanacocha, Peru.

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9.0 EXPLORATION

9.1 Introduction

The exploration program summary in this section has been extracted from the 2021 Technical Report, which updates the synopsis from the 2014 Technical Report. A map showing the key exploration target areas is shown in Figure 9.1.

9.2 Previous Owners and Operators (1982 to 2009)

Exploration by previous owners and operators on the Moss Mine property is summarized in Section 6.1.

9.3 NVMC/GVC (2011 through 2015)

9.3.1 2011 Exploration Program

The main focus of the NVMC's 2011 (Now EGMC) exploration program was an infill and confirmation drilling program described in Section 10.2. In addition, a surface rock-chip sampling program was carried out to test for extensions to the Moss Vein. The results are presented in the NVMC's news release dated May 10, 2011.

9.3.2 2012 Exploration Program

In 2012, NVMC's exploration effort on the Moss Mine Property was again focused on drilling the western Moss Vein extension, west of the Canyon fault, and on infill drilling in the main Moss vein area (described in Section 10.2). NVMC also carried out a channel sampling program at five-foot intervals across the backs/inverts/crowns of the accessible drifts and crosscuts of the historical underground workings in the vicinity of the Allen Shaft (see Section 6.1).

The channel sample data supplement those compiled by previous owners and operators of the Moss Mine Property. The reader is referred to the 2014 Technical Report for details and results of the sampling program.

9.3.3 2013/2014 Exploration Program 

In addition to the 2013-2014 drilling program described in Section 10.2, NVMC contracted an airborne magnetic survey conducted by Precision GeoSurveys, Inc. of Vancouver, B.C. Figure 9.2 provides a summary of the results of the airborne magnetic survey and its interpretation.

The results show that magnetics surveys are an effective method of identifying potential mineralized structures on the Moss Mine Project area - both magnetic highs and lows correspond with known mineralized structures, including the Moss vein and at least nine sub- parallel structural zones.

To follow-up the magnetic survey results, NVMC initiated a geological mapping and sampling program on both the Moss claims and the Silver Creek claim block in September 2014 to 'identify and prioritize areas for future drilling where new resources may be discovered'.

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Figure 9.1
Key Exploration Target Areas on the Moss Property

Source: Mako, January, 2026.

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Figure 9.2
Total Magnetic Intensity and Structural Interpretation

Source: Mako, January, 2026.

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Mapping and rock-chip sampling focused on identification of epithermal veins and stockwork zones. Several vein exposures on the property are auriferous at surface with others showing alteration and trace elements that indicate their surface expression is above the boiling zone where gold might be found lower in the system. Samples were collected by professional prospectors under the direction of the Qualified Person. The key target areas defined by the 2015 exploration program consisted of:

  • The West Oatman Vein System - This vein system is defined by a fault striking N70W mapped for a distance of three miles. The system is similar to the Moss vein system with both well-developed veins and quartz-calcite breccias and stockwork zones. Rock-chip samples from a systematic program of 143 samples (both grab and 1-meter chips) averaged 0.018 oz/ton Au with several samples assaying between 0.115 and 0.239 oz/ton Au.

  • The Silver Creek Spring Vein System - This vein system trends N80W for 0.75 miles and contains several historic shafts and surface diggings exposing quartz-calcite- fluorite veining. Surface vein exposures are up to 16 ft wide.

  • The Old Timer Vein System - This historic vein system has a strike length of 3,300 ft, trending S80E. It is a series of en-echelon quartz-calcite +/- fluorite veins that appear to splay off the NNW-trending Canyon Fault similar to the setting of the Moss deposit. Forty-three of 95 rock-chip samples from the system were highly mineralized, containing 0.032 opt Au to 0.592 opt Au.

  • The Grapevine and Florence Hill System - A series of silica-capped hills underlain by strongly clay altered volcanic rocks were mapped on the Silver Creek claims. The silica caps are replacements of host volcanic rocks. Quartz veins are rare, but some narrow veins have highly anomalous gold values in the 0.015 to 0.030 oz/ton Au range with two very high samples (0.342 oz/ton and 0.531 oz/ton Au) collected at West Grapevine. Preliminary mapping shows that NNE to NNW-trending silicified ribs cut the strongly clay altered volcanic rocks. Anomalous gold, molybdenum and fluorine were detected in the silica ribs in previous work. Preliminary indications are that surface alteration and mineralization are at a high level in the epithermal depositional system. The boiling or gold zone could be at some depth below the surface rock exposures.

Results of the exploration program, including significant assays, can be found in the NVMC's press release of March 24, 2015.

9.3.4 2016 Mapping and Sampling

Follow-up geological mapping and rock-chip sampling was conducted at the Grapevine West, Florence Hill, and Old Timer prospects in June-July, 2016. The Arrastre and Far West areas were also evaluated. Further follow-up was conducted in October. The results from the 2015 and 2016 exploration program were used to develop drilling targets for the 2017 Exploration Program.

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9.3.5 2017 Mapping and Sampling

Additional mapping and rock-chip sampling was conducted in 2017 in conjunction with the Phase IV drilling program. New high-grade zones were defined at Old Timer West, Rattan Extension, and the Mordor (West Extension) veins. All these areas are outside of the resource area.

9.3.6 2020 Mapping and Sampling

The area west of the leach pads and south of the western extension of the Moss vein - the 3A/3B leach pad area - was mapped and sampled by the author prior to condemnation for the leach pad expansion. Several small quartz-calcite veins, some with good boiling textures (bladed calcite) and fluorite filling vugs, were mapped and sampled. A condemnation drilling program was designed to test structural and geochemical targets generated from the fieldwork.

Scattered weak gold mineralization in surface outcrops and thin intercepts in the shallow drill holes confirmed vein-type mineralization in the area, but the potential to develop a resource was deemed insufficient to prevent use of the area for leach pads.

9.3.7 2021 Mapping and Sampling

Rock chip sampling targeted apparent structure-hosted veins (as seen from Google Earth Pro) to the north of the Moss vein system, along the northwestern extension of the Mossback area, as well as follow-up sampling on hyperspectral (see Section 9.2.8) buddingtonite and kaolinite anomalies in the West Grapevine and Florence Hill areas. A total of 86 samples were collected as part of this program. The sampling confirmed the presence of a mercury and arsenic anomaly over the West Grapevine and Florence Hill areas and indicated the presence of gold mineralization in previously untested veins along the Mossback and northern structures (up to 0.028 oz/ton gold). Additional exploration is being planned for these areas.

9.3.8 2021 Multi-Spectral Survey

Northern Vertex contracted PhotoSat Information Ltd of Vancouver, B.C., to conduct a hyperspectral satellite imaging survey of the Moss/Silver Creek claims using the WorldView-3 satellite (Figure 9.3). In mineral exploration, hyperspectral imaging is used to identify structure and areas of potential mineralization, based on alteration introducing clay, iron oxide, and silica minerals.

PhotoSat's technology uses Short Wave Infrared bands to identify silicification, both in narrow zones of silicification related to Moss-style vein/stockwork mineralization, and as broader zones of silica replacement associated with high-sulfidation precious-metals systems such as occur on the Silver Creek claims. The survey identifies clay minerals and differentiates between low-temperature clays and high-temperature clays (alunite, dickite, etc.) associated with high-sulfidation systems.

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Figure 9.3
Map of Moss Project Area showing the Property Boundary, Gold/Silver Occurrences, Veins, Structures, and Alteration Mapping from the PhotoSat Hyperspectral Survey.

Source: Mako, January, 2026.

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The hyperspectral survey at Moss identified numerous areas of alteration that are worthy of follow-up exploration. Of particular note is the Florence Hill area on the Silver Creek claims. At Florence Hill, the survey shows a large cap of silicification lying on high-temperature clay alteration, a scenario typical of intrusion-related high-sulfidation gold-silver systems such as Goldfield, NV and Yanacocha, Peru. High mercury assays argue for a high level of exposure above a potentially large, high-grade gold-silver deposit.

9.3.9 Land Expansion

During the first half of 2021, Northern Vertex Mining (now EGMC) expanded the land holdings at Moss Mine Project from 19 square miles to 68.4 square miles through claim staking and land acquisition (Figure 9.3 and Section 4). The expanded land position covers numerous old mine workings, prospects, veins, extensions of mineralized structures, and gold/silver occurrences within the Oatman District and its extensions.

Systematic exploration of the expanded land position is planned following data compilation and review of hyperspectral data.

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10.0 DRILLING

Drilling at the Moss Mine Project has been conducted since 1982, as described in previous Technical Reports, issued from 2011 to 2015, 2017 and 2021. The following section is a summary of the information presented in these reports which also includes a summary of the 2022 to 2024 drilling results.

10.1 Legacy Drilling

A total of 69,648 ft in 261 drill holes has been carried out on the project by previous companies. Different drilling methods have been utilized, including Air Track (AT), Long-hole (LH), Reverse Circulation (RC) and Diamond Core (Core).

The collar coordinates for this drilling have been taken from old reports and plans. In 2011, Northern Vertex Mining, surveyed the collars that could be located in the field using a differential GPS. These drill holes do not have any down-the-hole directional surveys. This is not considered a significant issue as most of these holes are short and drill hole deviations would be minor for these holes.

In 1982, BF Minerals carried out the drilling of 54 Air Track holes and 4 RC holes totalling 6,190 ft of drilling in the Central Pit and West Pit areas targeting the Moss Vein. In 1989, Lac Minerals (USA) drilled 7 RC holes totalling 3,125 ft in the Far West area. In 1990, Billiton carried out the drilling of 21 RC holes totalling 6,925 ft in the Centre Pit, East Pit and West Pit areas, targeting the Moss Vein. In 1991, Reynolds Metals drilled 11 holes totalling 4,865 ft in the Reynolds Pit area. In 1991, Magna Copper carried out the drilling of 21 RC holes totalling 9,890 ft in the Centre Pit and East Pit areas, again targeting the Moss Vein. In 1992, Golconda Resources carried out the drilling of 17 RC holes totalling 2,698 ft of drilling in the Centre Pit and East Pit areas, again targeting the Moss Vein.

In 1996, Addwest Minerals International Ltd. (Addwest) carried out the drilling of 30 RC holes totalling 8,217 ft again targeting the Moss Vein in the Centre Pit area. This was followed up in 1998 by the drilling of 15 Long-holes totalling 434 ft in the Centre Pit area. The LH98-1 to LH98-15 holes completed by Addwest in 1998 were drilled as up-holes in the historical underground workings. In each case, the holes were drilled to explore the Moss Vein, based on knowledge of its attitude and extent from field mapping and related geological fieldwork.

Patriot Gold carried out drilling campaigns in 2004, 2005, 2007 and in 2009 on the Project. In 2004, they drilled 35 RC holes totalling 7,542 ft in the East Pit area. In 2005, they drilled 7 RC holes totalling 3,675 ft also in the East Pit area. In 2007, they drilled 6 Core holes totalling 3,916 ft in the Centre Pit area and in 2009 they drilled 6 Core holes totalling 2,929 ft in the East Pit area.

Table 10.1 presents a summary of the drilling conducted on the Project.

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Table 10.1
Summary of Drilling Statistics for Moss Mine Project

Company Year Air Track Long Hole Percussion RC Core Total
No. of
Holes		 Total
Footage (ft)		 No. of Holes Total
Footage (ft)		 No. of
Holes		 Total
Footage (ft)		 No. of
Holes		 Total
Footage (ft)		 No. of Holes Total
Footage (ft)		 Total
Holes		 Total
Footage
BF Minerals 1982 54 4,720         4 1,470     58 6,190
Lac Minerals 1989             7 3,125     7 3,125
Billiton Minerals 1990             21 6,925     21 6,925
Magna Copper 1991             21 9,890     21 9,890
Reynolds Metals 1991             11 4865     11 4,865
Unknown 1991             2 500     2 500
Unknown 1992             19 7,075     19 7,075
Golconda Resources 1993             17 2,698     17 2,698
Addwest Minerals 1996             30 8,217 6 1,667 36 9,884
Addwest Minerals 1998     15 434             15 434
Patriot Gold 2004             35 7,542     35 7,542
Patriot Gold 2005             7 3,675     7 3,675
Patriot Gold 2007                 6 3,916 6 3,916
Patriot Gold 2009                 6 2,929 6 2,929
Sub-total:   54 4,720 15 434     174 55,982 18 8,512 261 69,648
Northern Vertex 2011             74 28,517 10 2,601 84 31,118
Northern Vertex 2012         318 27,143 2 745 38 12,226 358 40,114
Northern Vertex 2013         27 2,012 13 7,115 36 14,512 76 23,639
Northern Vertex 2016             2 2,336     2 2,336
Northern Vertex 2017                 20 4,716 20 4,716
Northern Vertex 2019             29 14,025     29 14,025
Northern Vertex 2020             146 69,960 6 4,659 152 74,619
Northern Vertex 2021             149 116,645 30 22,756 179 139,401
Northern Vertex 2022             81 65,700 2 5,475 83 71,175
Northern Vertex 2023             25 13,235 3 4,829 28 18,064
Northern Vertex 2024             19 6,020     19 6,020
Sub-total:           345 29,155 540 324,298 145 71,774 1,030 425,227
Total:   54 4,720 15 434 345 29,155 714 380,280 163 80,285 1,291 494,874

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10.2 Northern Vertex Drilling 2019 to 2021

Northern Vertex has carried out a series of drilling Phases since February, 2011, across the Moss Mine Project. The Phase 1 2011 drilling program was supervised by MinQuest with Northern Vertex Corp. (Northern Vertex) personnel supervising all subsequent drilling phases.

In 2011, during Phase 1, Northern Vertex drilled 54 RC holes totalling 20,555 ft of drilling and 10 core holes totalling 2,601 ft targeting the Centre and East Pit areas.

Later in 2011 and to 2013, during Phase 2, Northern Vertex drilled 21 RC holes totalling 8,537ft of drilling and 74 core holes totalling 26,738 ft of drilling in the West, Centre and East Pit areas.

The collars of all the Phase One to Phase Three drillholes were surveyed by Northern Vertex personnel, using a differential GPS. The locations of individual collars are marked by a plastic pipe set in and concreted into the top of the drillhole, with an adjacent metal rod or wooden stake set in concrete and marked with flagging tape. Each collar monument is marked with the drillhole number, azimuth and inclination. The collar co-ordinates were verified as part of a larger due diligence program that included the holes drilled by previous owners and operators of the Moss Mine Project.

Downhole directional surveys were carried out by Northern Vertex personnel using a Reflex EZ-Trac tool. Downhole surveys were carried out for 21 RC and diamond Core holes during the Phase 1 program, 17 RC and Core holes in the Phase 2 program and 42 Core holes for the Phase 3 program.

Percussion drilling was carried out between October and December, 2012, using a tracked, Atlas Copco ECM 590 drill rig with a 3" hole diameter. All holes were vertical and were generally drilled to a maximum of 96 ft, as holes deeper than 100 ft are considered water wells in Arizona and require a well permit from the state. Holes were stopped short if they hit old workings, water or heavily fractured ground.  A total of 187 holes were drilled for resource infill on the Moss Vein. A total of 28 holes were drilled to investigate mineralization on the west side of the Canyon Fault / Dike where the low-grade metallurgical sample was taken, and possible extensions of the Moss vein across the Canyon Fault. A total of 50 condemnation holes were drilled in the area proposed for waste rock storage in the Ruth and Ruth Dump areas. As well, 7 condemnation holes were drilled in the Rattan area. Five other percussion holes were drilled by a truck-mounted rig supplied by Drilltech, two for water monitoring (MW2012-1 to MW2012-3) and two water wells (WaterWell-1 and 2).

In 2016, two water wells totalling 2,336 ft were drilled and sampled, one in the Centre pit area and the other in East Pit area. The sampling of these holes is not considered reliable, and they have been excluded from the Mineral Resource Estimation.

In 2017, 20 Core holes were drilled totalling 4,716 ft in the West Extension, West Oatman, and Old Timer areas.  The West Oatman and Old Timer drilling is not situated on the Moss Vein mineralized trend, and these holes are not considered for the Mineral Resource Estimate.

The 2018 program consisted of thirty-one 94-ft-deep percussion holes drilled into the hanging wall of the Mordor vein in the West Extension area. Twenty-four of the holes encountered strong vein and stockwork gold-silver mineralization. The drilling results were used to guide deeper reverse-circulation drilling in 2020. The percussion drilling and sampling from this program is not considered to meet CIM best practice guidelines and none of this exploration drilling was used for Mineral Resource Estimation.

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The 2019 drilling program, an infill drilling program in the West Pit area, commenced on September 3, 2019, and concluded on November 13, 2019. Longyear Drilling Company completed 29 reverse-circulation drill holes totalling 14,025 feet using a track-mounted MPD-1500 drill rig. The objectives of the program were to confirm continuity of mineralization, to upgrade Inferred resources to Indicated or Measured resources, and to potentially extend the open pit design at depth and to the south.

Twenty-five of the 29 drill holes encountered significant stockwork gold-silver mineralization, with most holes having multiple intercepts. In addition to confirming continuity of mineralization and upgrading resource categories, the program was successful in proving mineralization beneath the planned pit bottom. For example, hole AR-226R intersected 140 ft grading 0.024 oz/ton Au, 0.41 oz/ton Ag, starting 120 ft below the planned pit bottom, indicating potential to expand the resource at depth.

The 2020-2021 drilling program was designed to accomplish several goals:

1) To add resource ounces in the current pit area and expand the mineral resource to the west (Gold Bridge, Gold Tower, West Pit targets).

2) To discover higher-grade gold mineralization within and adjacent to the current open pit in order to increase average mining grade (Ruth Vein, Moss-Ruth intersection).

3) To extend mineralization below the current pit bottom and expand the mineral resources at depth.

4) To make new discoveries along strike of the Moss Vein and at new targets separate from the Moss Vein (West Extension, Mid-West Extension, East Extension and West Oatman).

In 2020, a total of 146 RC holes totalling 69,960 ft and 6 Core holes totalling 4,659 ft were drilled to test the goals listed above. Then in 2021, a total of 149 RC holes totalling 116,645 ft and 30 Core holes totalling 22,756 ft were completed to test the goals listed above. The results of this drilling were encouraging.

The West Pit, Gold Bridge and Gold Tower drill holes intersected multiple zones of stockwork mineralization throughout the length of the holes.

Drilling along the projection of the Ruth Vein discovered a second high-grade zone about 500 ft to the east of the shafts, where hole AR20-313R intersected 20 ft grading 0.285 oz/ton Au, 1.06 oz/ton Ag, including five feet grading 0.735 oz/ton Au and 2.49 oz/ton Ag.

The encouraging results of the early drilling at Ruth spurred a program of systematic drilling of the vein. However, drilling was hampered by the logistical challenges of establishing drilling platforms in a narrow open pit mine with active mining and blasting. It was necessary to drill multiple holes at varying angles from a limited number of pads. Several holes were drilled through waste dumps. Many holes were drilled at oblique angles to both the dip and strike of the vein, creating exaggerated apparent mineralized intercepts.

Moss Mine Project 84 February 27, 2026
Mako Mining Corp.

In drill holes, the Ruth Vein ranges from a narrow (five feet) vein with no adjacent mineralization to a vein with thick zones of adjacent stockwork mineralization. Stockwork vein zones also occur both above and below the Ruth Vein. Most holes intersected multiple mineralized zones.

Higher grades occur both within the core of the Ruth Vein and locally as thin intervals within stockwork zones in both the footwall and hanging wall. Rare pockets of high- grade gold have been drilled, but drilling density is insufficient to define coherent "mineralized shoots".

Defining mineralization beneath the limit of previous drilling and expanding the resource to depth below the planned open pit bottom were goals of the 2020-2021 drilling programs. Twenty-one angled drill holes: 11 reverse-circulation, and 10 core, were drilled from south to north to test the deep Moss vein and the intersection of the Ruth and Moss veins. One deep reverse-circulation hole (AR20-315R) was drilled at -85° to the south to test the Moss-Ruth intersection. Drill lengths ranged from 660 ft to 1,355 ft, reaching vertical depths of up to 1,170 ft below the surface. Significant precious-metals mineralization was encountered to depths of up to 950 ft beneath the surface (AR20-315R).

Due to the oblique orientation of drill holes to the Moss vein, several drill holes have exaggerated mineralized intervals, for example AR20-315R intersected 360 ft grading 0.023 opt Au from 605 ft to 965 ft, but corrected for obliquity to the vein, the true thickness of the mineralized zone is about 165 ft. That is thicker than normal for the Moss vein and hanging wall stockwork, suggesting thickening with depth as the intersection with the Ruth vein is approached.

Drilling to date shows no indication of bonanza grades at the vein intersection, but sections of moderate grade mineralization in the Moss vein have been drilled to depths in excess of 900 ft. For example, hole AR21-441R drilled a true thickness of 17 ft grading 0.058 oz/ton Au at a vertical depth of 738 ft to 810 ft, and hole AR20-315R drilled 13 feet grading 0.054 oz/ton Au at a vertical depth of 897 ft to 946 ft.

Drilling in the East Extension area focused on following the Moss vein and its hanging wall stockworks eastward from the open pit/patented claim boundary. Twenty-one reverse- circulation holes were drilled over a strike length of 700 ft. Five shallow (150 ft to 350 ft long) drill holes angled into the projection of the Moss vein immediately east of the open pit did not encounter significant mineralization. However, two holes just east of the shallow drilling intersected thick moderate-grade gold-silver. AR21-425R intersected 75 ft grading 0.0309 oz/ton Au, 0.58 oz/ton Ag and AR21- 425R intersected 75 ft grading 0.058 oz/ton Au, 0.069 oz/ton Ag. The apparent gap in mineralization may be due to insufficient drilling or the shallow depth of drill holes, or it could be due to a fault offset of the vein to the north, steepening or overturning of the vein, or a barren compressional zone between mineralized extensional zones along the vein. Infill drilling is needed to evaluate this area.

The West Extension follows the Moss vein structure west of the West Pit to the eastern limit of the Moss claim block. Mineralized areas include the Mordor cliffs, the Mordor vein, Mid-West Extension, and Far West Extension. Two RC holes, AR20-251R and AR 20-252R were drilled along the base of the Mordor cliffs. AR20-252R, about 1,500 ft west of the West Pit, was located too far to the south and did not reach the Moss stockwork zone. AR20-251R, about 1,300 ft west of the West Pit, intersected two mineralized zones; 20 ft grading.0.027 oz/ton Au, 0.011 oz/ton Ag between 40 ft to 60 ft downhole and 80 ft grading 0.010 oz/ton Au, 0.04 oz/ton Ag between 175 to 255 ft downhole.

Moss Mine Project 85 February 27, 2026
Mako Mining Corp.

At the Midwest Extension, centred about 2,300 ft west of the west end of the West Pit, one reverse circulation hole was drilled to test for bulk tonnage gold mineralization and to verify results from Reynolds Metals' drilling in 1991. Drill Hole AR21-253R, a 400-ft vertical reverse circulation hole, drilled in the northwest part of the target area, intersected four zones of mineralization between the surface and a depth of 390 ft:

• 150 ft grading 0.009 oz/ton Au, 0.04 oz/ton Ag from 50 ft to 200 ft downhole.

• 15 ft grading 0.013 oz/ton Au, 0.04 oz/ton Ag from 225 ft to 240 ft downhole.

• 10 ft grading 0.034 oz/ton Au, 0.02 oz/ton Ag from 310 to 320 ft downhole.

• 15 ft grading 0.016 oz/ton Au, 0.02 oz/ton Ag from 375 ft to 390 ft downhole.

Results of AR21-253R confirm the existence of thick sections of low-grade gold at Midwest Extension, verify results from Reynold's Metals' 1991 drilling, and suggest good potential for a bulk-tonnage gold deposit at shallow depth.

One reverse-circulation hole was drilled at the West Oatman target, a vein/breccia system lying about one mile south of the Moss mine on the south side of Silver Creek Wash. Drill hole AR21-259R was a vertical hole drilled as an offset to Reynolds Metals' hole BW 92-10, which encountered 145 feet grading 0.016 oz/ton gold. AR20-259R intersected 175 feet grading 0.024 oz/ton gold and 0.431 oz/ton silver including 60 feet grading 0.0452 oz/ton gold and 1.03 oz/ton silver, about 50 feet downdip of BW 92-10. The drill results suggest significant thickening and increase in grade with depth in the West Oatman system.

A drilling program to follow up the results of hole AR20-259R is planned. The drilling will expand upon previous drilling by Reynolds Metals and 13 core holes drilled by Northern Vertex in 2017.

10.3 Elevation Gold Mining Corp. Drilling from 2022 to 2024

The 2022 to 2024 drilling was carried out over various targets on the Moss Mine Project.  A total of 125 RC holes totalling 84,955ft of drilling targeted the Centre Pit, East Extension, Rattan, Reynolds Pit, West Extension and West Pit areas.  Four Core holes totalling 8,777.5ft were drilled at Florence Hill, with one Core hole totalling 1,526ft drilled at Grapevine.

There were 50 drill holes totalling 23,990 ft drilled at the Reynolds Pit, with 26 totalling 22,880 ft at the West Extension and 20 holes totalling 15,520 ft at the West Pit area.  Additional drilling was carried out at Centre Pit, with 13 holes totalling 11,515 ft. There were 9 RC holes totalling 5,900 ft drilled at the East Extension and 7 drill holes totalling 5,150 ft drilled at Rattan.

Figure 10.1 displays the locations of the 2022 to 2024 drill holes as red drill hole traces and the older drilling as black drill hole traces. Table 10.2 lists the drill hole collar locations for the 2022 to 2024 drilling at the Moss Mine Project.

Moss Mine Project 86 February 27, 2026
Mako Mining Corp.

Figure 10.1
Plan Map of Drilling at the Moss Mine Project

C.Keech, CGK Consulting Services Inc, 2025.

Moss Mine Project 87 February 27, 2026
Mako Mining Corp.

Table 10.2
Drill Hole Collars for 2022 to 2024 Drilling at Moss Mine Project

Hole ID Easting
ft		 Northing
ft		 RL
ft		 Max
Depth ft		 Azimuth
(°)		 Dip (°) Year
Drilled		 Drill Hole
Type		 Target
Area		 Company Assay Laboratory
AR22-567R 488,987.6 1,491,245.0 1,961.5 600 178.6 -45.2 2022 RC Rattan Northern Vertex Skyline
AR22-568R 488,987.6 1,491,249.4 1,961.5 800 177.7 -70.3 2022 RC Rattan Northern Vertex Skyline
AR22-569R 488,987.6 1,491,251.0 1,961.3 1,000 171.4 -85.4 2022 RC Rattan Northern Vertex Skyline
AR22-576R 490,647.0 1,492,084.0 2,241.1 800 180.9 -60.4 2022 RC West Pit Northern Vertex Skyline
AR22-577R 490,646.7 1,492,086.0 2,241.4 1,000 178.1 -80.1 2022 RC West Pit Northern Vertex Skyline
AR22-578R 490,648.6 1,492,088.3 2,241.4 745 359.3 -70.8 2022 RC West Pit Northern Vertex Skyline
AR22-579R 494,977.3 1,491,444.8 2,138.0 1,000 352.0 -85.4 2022 RC East Extension Northern Vertex Skyline
AR22-580R 494,977.1 1,491,445.0 2,138.0 800 345.6 -78.6 2022 RC East Extension Northern Vertex Skyline
AR22-581R 494,977.2 1,491,444.8 2,137.7 700 344.5 -71.6 2022 RC East Extension Northern Vertex Skyline
AR22-582R 494,976.8 1,491,447.0 2,137.8 600 345.7 -61.3 2022 RC East Extension Northern Vertex Skyline
AR22-583R 494,976.8 1,491,446.0 2,137.8 500 347.4 -46.7 2022 RC East Extension Northern Vertex Skyline
AR22-584R 490,778.2 1,491,885.0 2,238.6 600 194.5 -45.6 2022 RC West Pit Northern Vertex Skyline
AR22-585R 490,779.5 1,491,888.9 2,239.3 700 193.4 -64.1 2022 RC West Pit Northern Vertex Skyline
AR22-586R 490,779.9 1,491,890.0 2,238.9 800 197.6 -81.3 2022 RC West Pit Northern Vertex Skyline
AR22-587R 490,780.1 1,491,893.0 2,239.1 900 17.7 -88.5 2022 RC West Pit Northern Vertex Skyline
AR22-588R 490,780.6 1,491,894.0 2,238.4 730 18.2 -81.5 2022 RC West Pit Northern Vertex Skyline
AR22-592R 494,978.9 1,491,463.0 2,138.7 800 48.2 -84.7 2022 RC East Extension Northern Vertex Skyline
AR22-593R 494,978.9 1,491,461.0 2,138.6 600 177.8 -76.4 2022 RC East Extension Northern Vertex Skyline
AR22-594R 494,978.9 1,491,459.0 2,138.6 500 180.2 -61.1 2022 RC East Extension Northern Vertex Skyline
AR22-595R 494,978.9 1,491,458.0 2,138.6 400 180.2 -45.9 2022 RC East Extension Northern Vertex Skyline
AR22-596R 489,509.1 1,492,560.0 2,249.4 1,200 191.3 -86.0 2022 RC West Extension Northern Vertex Skyline
AR22-597R 489,509.2 1,492,559.0 2,249.3 1,200 184.9 -65.8 2022 RC West Extension Northern Vertex Skyline
AR22-598R 489,508.3 1,492,557.2 2,249.1 1,200 187.0 -56.7 2022 RC West Extension Northern Vertex Skyline
AR22-599R 489,508.0 1,492,554.9 2,249.0 1,200 186.4 -47.5 2022 RC West Extension Northern Vertex Skyline
AR22-600R 488,376.4 1,492,213.1 1,987.0 600 208.2 -45.9 2022 RC West Extension Northern Vertex Skyline
AR22-601R 488,383.0 1,492,224.8 1,987.6 600 208.3 -80.9 2022 RC West Extension Northern Vertex Skyline
AR22-602R 488,385.9 1,492,230.2 1,987.5 1,200 12.9 -46.6 2022 RC West Extension Northern Vertex Skyline
AR22-603R 488,384.8 1,492,226.5 1,987.6 1,200 11.9 -61.4 2022 RC West Extension Northern Vertex Skyline
AR22-604R 488,384.8 1,492,225.5 1,987.8 800 12.0 -75.4 2022 RC West Extension Northern Vertex Skyline
AR22-605R 489,508.5 1,492,554.0 2,256.2 1,110 357.3 -85.0 2022 RC West Extension Northern Vertex Skyline
AR22-606R 489,508.9 1,492,554.0 2,248.5 765 358.2 -76.3 2022 RC West Extension Northern Vertex Skyline
AR22-607R 489,508.2 1,492,555.6 2,249.5 600 1.4 -60.5 2022 RC West Extension Northern Vertex Skyline
AR22-608R 489,498.9 1,492,528.0 2,220.1 1,145 358.3 -45.7 2022 RC West Extension Northern Vertex Skyline
AR22-609R 488,539.3 1,492,035.1 1,972.6 600 157.7 -45.4 2022 RC West Extension Northern Vertex Skyline
AR22-610R 488,537.1 1,492,039.8 1,972.6 600 163.6 -81.1 2022 RC West Extension Northern Vertex Skyline
AR22-611R 488,541.4 1,492,044.0 1,972.7 1,200 15.0 -46.5 2022 RC West Extension Northern Vertex Skyline
AR22-612R 490,456.6 1,492,174.9 2,220.5 1,200 49.0 -83.8 2022 RC West Pit Northern Vertex Skyline
AR22-613R 490,456.2 1,492,175.7 2,219.2 650 192.2 -81.6 2022 RC West Pit Northern Vertex Skyline
AR22-614R 490,455.8 1,492,174.0 2,219.3 550 189.7 -65.9 2022 RC West Pit Northern Vertex Skyline
AR22-615R 490,455.3 1,492,170.0 2,219.3 500 189.3 -45.8 2022 RC West Pit Northern Vertex Skyline
AR22-616R 488,835.5 1,492,237.0 2,011.8 600 158.8 -45.6 2022 RC West Extension Northern Vertex Skyline
AR22-617R 488,832.3 1,492,245.0 2,012.8 800 153.3 -80.5 2022 RC West Extension Northern Vertex Skyline

Moss Mine Project 88 February 27, 2026
Mako Mining Corp.

Hole ID Easting
ft		 Northing
ft		 RL
ft		 Max
Depth ft		 Azimuth
(°)		 Dip (°) Year
Drilled		 Drill Hole
Type		 Target
Area		 Company Assay Laboratory
AR22-618R 488,828.4 1,492,257.0 2,012.2 1,200 11.6 -46.5 2022 RC West Extension Northern Vertex Skyline
AR22-619R 489,674.6 1,491,857.0 2,064.0 600 191.5 -49.9 2022 RC Rattan Northern Vertex Skyline
AR22-620R 489,841.8 1,492,442.0 2,219.5 1,000 7.3 -80.3 2022 RC West Extension Northern Vertex Skyline
AR22-621R 489,500.6 1,492,529.0 2,219.9 1,200 181.4 -74.1 2022 RC West Extension Northern Vertex Skyline
AR22-622R 489,841.9 1,492,463.0 2,195.3 1,200 162.5 -89.0 2022 RC West Pit Northern Vertex Skyline
AR22-623R 489,191.2 1,490,915.0 1,960.6 1,050 340.4 -80.1 2022 RC Rattan Northern Vertex Skyline
AR22-624R 489,192.2 1,490,915.0 1,960.6 650 338.7 -66.0 2022 RC Rattan Northern Vertex Skyline
AR22-625R 489,193.2 1,490,915.0 1,960.6 450 336.8 -45.0 2022 RC Rattan Northern Vertex Skyline
AR22-626R 492,535.9 1,491,887.8 1,961.8 800 10.3 -71.5 2022 RC Centre Pit Northern Vertex Skyline
AR22-627R 492,535.8 1,491,889.1 1,962.0 1,000 11.4 -80.1 2022 RC Centre Pit Northern Vertex Skyline
AR22-628R 492,536.2 1,491,907.0 1,961.5 900 184.5 -80.3 2022 RC Centre Pit Northern Vertex Skyline
AR22-629R 492,535.6 1,491,907.3 1,961.7 800 188.9 -65.5 2022 RC Centre Pit Northern Vertex Skyline
AR22-630R 489,714.0 1,492,430.0 2,219.6 745 193.0 -44.2 2022 RC West Pit Northern Vertex Skyline
AR22-631R 492,340.3 1,491,881.0 1,962.5 800 5.6 -59.9 2022 RC Centre Pit Northern Vertex Skyline
AR22-632R 492,327.4 1,491,886.0 1,962.8 1,200 348.7 -87.2 2022 RC Centre Pit Northern Vertex Skyline
AR22-633R 492,331.0 1,491,871.0 1,962.5 1,115 183.8 -80.6 2022 RC Centre Pit Northern Vertex Skyline
AR22-634R 492,331.1 1,491,865.0 1,962.6 800 186.1 -44.8 2022 RC Centre Pit Northern Vertex Skyline
AR22-635R 492,331.2 1,491,869.5 1,962.5 800 185.4 -61.6 2022 RC Centre Pit Northern Vertex Skyline
AR22-636R 490,649.3 1,492,114.0 2,199.5 800 5.6 -70.3 2022 RC West Pit Northern Vertex Skyline
AR22-637R 490,445.2 1,492,183.0 2,199.7 800 12.8 -74.9 2022 RC West Pit Northern Vertex Skyline
AR22-638R 490,445.1 1,492,184.0 2,199.9 600 6.9 -66.1 2022 RC West Pit Northern Vertex Skyline
AR22-639R 490,445.0 1,492,187.2 2,199.7 500 4.4 -44.1 2022 RC West Pit Northern Vertex Skyline
AR22-640R 492,087.6 1,492,012.0 1,935.0 800 187.1 -45.2 2022 RC Centre Pit Northern Vertex Skyline
AR22-641R 492,088.4 1,492,014.0 1,934.7 800 183.7 -57.4 2022 RC Centre Pit Northern Vertex Skyline
AR22-642R 489,370.8 1,492,302.1 2,143.9 800 6.1 -65.2 2022 RC West Extension Northern Vertex Skyline
AR22-643R 489,370.8 1,492,301.1 2,143.9 1,000 12.9 -80.5 2022 RC West Extension Northern Vertex Skyline
AR22-644R 490,798.3 1,491,968.2 2,178.7 900 8.9 -70.8 2022 RC West Pit Northern Vertex Skyline
AR22-645R 490,797.3 1,491,964.2 2,179.2 800 10.4 -64.2 2022 RC West Pit Northern Vertex Skyline
AR22-646R 489,369.3 1,492,299.3 2,143.6 500 180.5 -47.8 2022 RC West Extension Northern Vertex Skyline
AR22-647R 487,748.7 1,493,008.5 2,050.9 600 10.1 -44.7 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-648R 487,703.2 1,492,937.5 2,039.0 700 9.7 -56.3 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-649R 487,650.2 1,492,671.9 1,993.8 750 4.1 -45.2 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-650R 487,650.3 1,492,669.5 1,993.6 745 4.3 -57.7 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-651R 487,849.0 1,492,989.7 2,032.4 500 9.4 -45.5 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-652R 487,847.9 1,492,985.7 2,032.1 600 10.3 -66.3 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-653R 487,839.2 1,492,688.3 2,003.5 800 8.1 -45.7 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-654R 487,838.6 1,492,684.6 2,003.4 900 7.7 -61.7 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-655R 487,848.5 1,492,974.9 2,031.2 700 186.6 -46.0 2022 RC Reynolds Pit Northern Vertex Skyline
AR22-656R 487,824.7 1,492,676.3 2,002.5 700 188.7 -45.5 2022 RC Reynolds Pit Northern Vertex Skyline
FH22-001C 502,618.0 1,479,179.0 2,387.0 3,615 34.8 -44.4 2022 DDH Florence Hill Northern Vertex Skyline
FH22-002C 501,980.5 1,478,643.8 1,869.5 1,860 42.8 -43.2 2022 DDH Florence Hill Northern Vertex Skyline
AR23-657R 487,565.0 1,492,970.9 2,026.0 600 9.0 -45.1 2023 RC Reynolds Pit Northern Vertex Skyline
AR23-658R 487,565.4 1,492,966.8 2,025.5 600 7.9 -65.8 2023 RC Reynolds Pit Northern Vertex Skyline
AR23-659R 487,501.4 1,492,780.4 1,997.8 800 14.3 -63.5 2023 RC Reynolds Pit Northern Vertex Skyline
AR23-660R 487,973.0 1,492,891.4 2,014.6 600 9.6 -45.8 2023 RC Reynolds Pit Northern Vertex Skyline
AR23-661R 487,971.2 1,492,885.3 2,014.0 700 9.5 -60.4 2023 RC Reynolds Pit Northern Vertex Skyline

Moss Mine Project 89 February 27, 2026
Mako Mining Corp.

Hole ID Easting
ft		 Northing
ft		 RL
ft		 Max
Depth ft		 Azimuth
(°)		 Dip (°) Year
Drilled		 Drill Hole
Type		 Target
Area		 Company Assay Laboratory

AR23-662R

487,967.0

1,492,874.4

2,013.7

900

186.9

-45.7

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-663R

488,153.4

1,492,681.3

2,012.2

900

195.7

-45.0

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-664R

491,546.1

1,491,800.9

2,149.1

900

0.2

-87.0

2023

RC

Centre Pit

Northern Vertex

Skyline

AR23-665R

491,543.2

1,491,800.8

2,149.3

800

346.6

-69.3

2023

RC

Centre Pit

Northern Vertex

Skyline

AR23-666R

488,080.1

1,492,545.2

2,004.5

360

189.6

-44.6

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-667R

488,032.8

1,492,557.0

1,991.3

400

187.5

-43.8

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-668R

487,975.4

1,492,563.0

1,976.4

400

188.1

-45.7

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-669R

487,932.0

1,492,597.5

1,972.9

505

188.5

-43.7

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-670R

487,877.3

1,492,589.6

1,984.9

400

189.6

-45.5

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-671R

487,807.1

1,492,569.0

1,983.9

400

188.0

-43.1

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-672R

487,753.5

1,492,598.2

1,986.2

300

188.4

-43.9

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-673R

488,077.8

1,492,692.2

1,997.0

500

190.7

-45.6

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-674R

488,009.5

1,492,692.1

1,981.4

500

190.4

-46.4

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-675R

487,896.5

1,492,698.5

2,000.2

500

188.8

-43.5

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-676R

487,769.2

1,492,673.0

1,999.6

400

187.8

-44.4

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-677R

487,911.2

1,492,433.7

1,958.2

300

188.9

-45.3

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-678R

487,901.2

1,492,427.3

1,956.2

400

7.3

-64.8

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-679R

487,921.4

1,492,517.2

1,964.0

350

190.3

-43.6

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-680R

487,967.8

1,492,479.0

1,979.0

370

187.7

-42.5

2023

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-681R

488,025.7

1,492,465.6

1,992.7

350

187.4

-44.7

2023

RC

Reynolds Pit

Northern Vertex

Skyline

FH23-003C

503,406.3

1,483,076.4

2,005.0

2,005

162.3

-45.0

2023

DDH

Florence Hill

Northern Vertex

Skyline

GV22-001C

504,089.5

1,486,921.3

2,365.9

1,526

135.0

-45.0

2023

DDH

Grapevine

Northern Vertex

Skyline

HV22-001C

498,235.2

1,479,927.5

2,493.9

1,298

162.5

-46.0

2023

DDH

Florence Hill

Northern Vertex

Skyline

AR23-682R

487,927.2

1,492,516.0

1,968.4

340

7.0

-66.7

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-683R

487,978.7

1,492,568.4

1,976.7

330

8.1

-65.2

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-684R

487,928.3

1,492,606.8

1,975.9

400

10.0

-60.0

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-685R

488,004.4

1,492,696.2

1,982.1

350

11.8

-62.0

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-686R

488,073.2

1,492,705.9

1,996.4

250

1.7

-43.9

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-687R

488,032.4

1,492,569.3

1,991.8

250

3.7

-45.3

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-688R

488,053.0

1,492,891.2

2,005.4

230

8.1

-45.9

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-689R

488,040.9

1,492,788.8

1,993.4

300

12.4

-49.9

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-690R

488,117.2

1,492,795.3

2,005.5

240

11.9

-44.6

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-691R

488,162.8

1,492,890.6

2,028.7

350

7.3

-43.1

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-692R

487,777.6

1,492,914.1

2,022.1

200

7.8

-50.8

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-693R

487,935.2

1,492,844.6

2,003.3

250

11.2

-60.8

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-694R

487,911.5

1,492,815.1

1,996.8

320

11.8

-46.2

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-695R

487,586.6

1,492,997.2

2,031.8

400

9.7

-44.0

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-696R

487,595.5

1,492,798.3

2,004.9

600

5.9

-43.4

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-697R

487,776.5

1,492,908.7

2,021.1

350

223.5

-88.4

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-698R

487,961.2

1,492,694.3

1,985.0

300

17.7

-65.6

2024

RC

Reynolds Pit

Northern Vertex

Skyline

AR23-699R

489,188.7

1,492,121.1

2,019.4

280

155.4

-81.8

2024

RC

West Extension

Northern Vertex

Skyline

AR23-700R

489,655.5

1,492,250.3

2,021.0

280

191.1

-80.2

2024

RC

West Extension

Northern Vertex

Skyline

Moss Mine Project 90 February 27, 2026
Mako Mining Corp.

10.3.1 Reynolds Pit

The results of the RC drilling in Reynolds pit area include a total of 54 mineralized intercepts that have a drilled length greater than 60 ft with a minimum grade of 0.005 oz/t Au. The best intersection was drilled in hole AR22-647R, which cut 330 ft grading 0.0116 oz/t Au and 0.0501 oz/t Ag from 10 ft to 340 ft downhole. Table 10.3 summarizes the significant assay intercepts for the Reynolds pit area.

Table 10.3
Summary of Significant Intercepts Reynolds Pit Area

DH-ID

From (ft)

To (ft)

Length (ft)

Au (oz/t)

Ag (oz/t)

Target

AR22-647R

10

340

330

0.0116

0.0501

Reynolds Pit

AR22-648R

90

260

170

0.0092

0.0386

Reynolds Pit

AR22-648R

305

445

140

0.0187

0.0614

Reynolds Pit

AR22-649R

220

375

155

0.0094

0.0547

Reynolds Pit

AR22-649R

420

485

65

0.0080

0.0325

Reynolds Pit

AR22-650R

215

285

70

0.0078

0.0244

Reynolds Pit

AR22-650R

305

410

105

0.0085

0.0304

Reynolds Pit

AR22-650R

435

510

75

0.0107

0.0572

Reynolds Pit

AR22-651R

0

180

180

0.0098

0.0608

Reynolds Pit

AR22-652R

55

150

95

0.0085

0.0560

Reynolds Pit

AR22-652R

295

445

150

0.0087

0.0301

Reynolds Pit

AR22-653R

140

335

195

0.0120

0.0514

Reynolds Pit

AR22-653R

360

515

155

0.0067

0.0313

Reynolds Pit

AR22-654R

165

445

280

0.0156

0.0601

Reynolds Pit

AR22-655R

0

80

80

0.0077

0.0290

Reynolds Pit

AR22-655R

345

420

75

0.0123

0.0272

Reynolds Pit

AR22-655R

530

600

70

0.0073

0.0385

Reynolds Pit

AR22-656R

360

470

110

0.0155

0.0878

Reynolds Pit

AR22-656R

495

585

90

0.0136

0.1324

Reynolds Pit

AR22-656R

610

700

90

0.0067

0.0307

Reynolds Pit

AR23-657R

50

405

355

0.0098

0.0472

Reynolds Pit

AR23-658R

65

340

275

0.0102

0.0437

Reynolds Pit

AR23-659R

145

215

70

0.0074

0.0219

Reynolds Pit

AR23-660R

20

200

180

0.0100

0.0342

Reynolds Pit

AR23-661R

15

185

170

0.0093

0.0473

Reynolds Pit

AR23-662R

70

900

830

0.0151

0.0738

Reynolds Pit

AR23-663R

100

250

150

0.0102

0.0469

Reynolds Pit

AR23-663R

415

645

230

0.0092

0.0587

Reynolds Pit

AR23-663R

700

845

145

0.0069

0.0184

Reynolds Pit

AR23-667R

310

400

90

0.0084

0.1411

Reynolds Pit

AR23-668R

270

345

75

0.0148

0.1332

Reynolds Pit

AR23-673R

60

500

440

0.0122

0.1065

Reynolds Pit

AR23-674R

165

400

235

0.0162

0.1141

Reynolds Pit

AR23-674R

430

500

70

0.0193

0.0892

Reynolds Pit

AR23-675R

265

500

235

0.0091

0.1036

Reynolds Pit

AR23-678R

155

400

245

0.0155

0.0666

Reynolds Pit

Moss Mine Project 91 February 27, 2026
Mako Mining Corp.

DH-ID

From (ft)

To (ft)

Length (ft)

Au (oz/t)

Ag (oz/t)

Target

AR23-682R

110

340

230

0.0144

0.0562

Reynolds Pit

AR23-683R

55

330

275

0.0102

0.0630

Reynolds Pit

AR23-684R

105

340

235

0.0145

0.0567

Reynolds Pit

AR23-685R

30

230

200

0.0095

0.0514

Reynolds Pit

AR23-686R

40

250

210

0.0123

0.0422

Reynolds Pit

AR23-687R

60

250

190

0.0111

0.0566

Reynolds Pit

AR23-688R

0

230

230

0.0077

0.0484

Reynolds Pit

AR23-689R

50

120

70

0.0067

0.0296

Reynolds Pit

AR23-689R

140

300

160

0.0082

0.0563

Reynolds Pit

AR23-690R

0

240

240

0.0073

0.0340

Reynolds Pit

AR23-691R

80

195

115

0.0084

0.0472

Reynolds Pit

AR23-692R

0

200

200

0.0108

0.0490

Reynolds Pit

AR23-693R

40

165

125

0.0129

0.0413

Reynolds Pit

AR23-694R

55

265

210

0.0110

0.0478

Reynolds Pit

AR23-695R

35

355

320

0.0085

0.0511

Reynolds Pit

AR23-696R

160

460

300

0.0089

0.0467

Reynolds Pit

AR23-697R

60

350

290

0.0093

0.0538

Reynolds Pit

AR23-698R

65

235

170

0.0099

0.0545

Reynolds Pit

10.3.2 West Extension

The results of the RC drilling in the West Extension area include a total of 27 mineralized intercepts that have a drilled length greater than 60 ft with a minimum grade of 0.005 oz/t Au. The best intersection was drilled in hole AR22-621R, which cut 380 ft grading 0.0116 oz/t Au and 0.0279 oz/t Ag from 730 ft to 1,110 ft downhole. Table 10.4 presents a summary of the significant assay intercepts for the West Extension area.

Table 10.4
Summat of Significant Intercepts West Extension Area

DH-ID

From (ft)

To (ft)

Length (ft)

Au (oz/t)

Ag (oz/t)

Target

AR22-596R

50

350

300

0.0073

0.0216

West Extension

AR22-597R

125

230

105

0.0079

0.0435

West Extension

AR22-597R

625

695

70

0.0113

0.0183

West Extension

AR22-599R

40

110

70

0.0072

0.0417

West Extension

AR22-599R

200

295

95

0.0114

0.0771

West Extension

AR22-599R

420

510

90

0.0102

0.0833

West Extension

AR22-602R

420

560

140

0.0096

0.0188

West Extension

AR22-603R

395

530

135

0.0069

0.0331

West Extension

AR22-604R

350

415

65

0.0072

0.0221

West Extension

AR22-605R

5

285

280

0.0105

0.0380

West Extension

AR22-605R

320

440

120

0.0093

0.0210

West Extension

AR22-605R

465

530

65

0.0070

0.0287

West Extension

AR22-606R

0

230

230

0.0141

0.0344

West Extension

AR22-606R

305

370

65

0.0127

0.0278

West Extension

AR22-607R

25

275

250

0.0100

0.0306

West Extension

AR22-608R

0

310

310

0.0102

0.0276

West Extension

Moss Mine Project 92 February 27, 2026
Mako Mining Corp.

DH-ID

From (ft)

To (ft)

Length (ft)

Au (oz/t)

Ag (oz/t)

Target

AR22-611R

370

470

100

0.0072

0.0484

West Extension

AR22-611R

565

640

75

0.0054

0.0227

West Extension

AR22-616R

205

290

85

0.0111

0.0410

West Extension

AR22-617R

180

340

160

0.0100

0.0883

West Extension

AR22-620R

0

125

125

0.0150

0.1321

West Extension

AR22-621R

45

140

95

0.0074

0.0316

West Extension

AR22-621R

730

1110

380

0.0116

0.0279

West Extension

AR22-643R

425

605

180

0.0111

0.0218

West Extension

AR23-699R

45

110

65

0.0152

0.0554

West Extension

AR23-699R

180

245

65

0.0119

0.0399

West Extension

AR23-700R

45

280

235

0.0078

0.0479

West Extension

10.3.3 West Pit

The results of the RC drilling in the West pit area include a total of 27 mineralized intercepts that have a drilled length greater than 60 ft with a minimum grade of 0.005 oz/t Au. The best intersection was drilled in hole AR22-622R, which cut 475 ft grading 0.0103 oz/t Au and 0.0421 oz/t Ag from 0 ft to 475 ft downhole. Table 10.5 summarizes the significant assay intercepts in the West pit area.

Table 10.5
Summary of Significant Assay Intercepts West Pit Area

DH-ID

From (ft)

To (ft)

Length (ft)

Au (oz/t)

Ag (oz/t)

Target

AR22-576R

175

270

95

0.0082

0.0282

West Pit

AR22-577R

0

65

65

0.0208

0.0346

West Pit

AR22-577R

95

160

65

0.0061

0.0285

West Pit

AR22-578R

5

70

65

0.0170

0.0545

West Pit

AR22-578R

280

355

75

0.0086

0.2267

West Pit

AR22-578R

410

540

130

0.0078

0.0956

West Pit

AR22-585R

105

350

245

0.0066

0.0072

West Pit

AR22-612R

0

295

295

0.0120

0.1513

West Pit

AR22-612R

440

620

180

0.0071

0.1074

West Pit

AR22-613R

0

210

210

0.0152

0.1520

West Pit

AR22-613R

325

405

80

0.0115

0.2689

West Pit

AR22-614R

0

150

150

0.0113

0.1548

West Pit

AR22-614R

225

295

70

0.0055

0.0321

West Pit

AR22-615R

0

105

105

0.0110

0.0685

West Pit

AR22-615R

160

280

120

0.0118

0.0430

West Pit

AR22-622R

0

475

475

0.0103

0.0421

West Pit

AR22-630R

50

410

360

0.0088

0.0511

West Pit

AR22-636R

0

70

70

0.0152

0.0706

West Pit

AR22-636R

100

185

85

0.0086

0.1067

West Pit

AR22-636R

250

325

75

0.0134

0.4875

West Pit

AR22-636R

355

460

105

0.0079

0.0917

West Pit

AR22-637R

0

70

70

0.0317

0.1725

West Pit

AR22-637R

90

355

265

0.0097

0.1368

West Pit

AR22-638R

75

280

205

0.0090

0.1559

West Pit

Moss Mine Project 93 February 27, 2026
Mako Mining Corp.

DH-ID

From (ft)

To (ft)

Length (ft)

Au (oz/t)

Ag (oz/t)

Target

AR22-639R

0

320

320

0.0139

0.1246

West Pit

AR22-644R

275

385

110

0.0093

0.1965

West Pit

AR22-645R

245

355

110

0.0117

0.3353

West Pit

10.3.4 Centre Pit

The results of the RC drilling in the Centre pit area include a total of 17 mineralized intercepts that have a drilled length greater than 60 ft with a minimum grade of 0.005 oz/t Au. The best intersection was drilled in hole AR22-631R, which cut 95 ft grading 0.0376 oz/t Au and 0.695 oz/t Ag from 205 ft to 300 ft downhole. Table 10.6 summarizes the significant intercepts for the Centre Pit area.

Table 10.6
Summary of Significant Assay Intercepts Centre Pit

DH-ID

From (ft)

To (ft)

Length (ft)

Au (opt)

Ag (opt)

Target

AR22-626R

240

305

65

0.0315

0.6908

Centre Pit

AR22-627R

300

405

105

0.0149

0.2920

Centre Pit

AR22-628R

290

390

100

0.0066

0.0840

Centre Pit

AR22-628R

455

675

220

0.0145

0.2179

Centre Pit

AR22-629R

165

330

165

0.0067

0.1364

Centre Pit

AR22-629R

465

575

110

0.0106

0.0707

Centre Pit

AR22-629R

720

800

80

0.0059

0.0357

Centre Pit

AR22-631R

205

300

95

0.0376

0.6945

Centre Pit

AR22-632R

320

575

255

0.0134

0.2303

Centre Pit

AR22-633R

455

640

185

0.0109

0.1016

Centre Pit

AR22-633R

660

740

80

0.0075

0.1834

Centre Pit

AR22-633R

770

840

70

0.0124

0.1842

Centre Pit

AR22-635R

475

620

145

0.0159

0.0323

Centre Pit

AR22-635R

680

750

70

0.0151

0.0327

Centre Pit

AR22-640R

295

375

80

0.0258

0.1511

Centre Pit

AR22-641R

305

490

185

0.0138

0.1194

Centre Pit

AR23-664R

0

110

110

0.0130

0.1366

Centre Pit

For Table 10.3 to Table 10.6 the reader should note that; the true width of the economic mineralization for each intersection has not been determined, as the true width of the economic mineralization depends on the angle at which the drill hole intersects the mineralization, the current parameters used to determine the economic cut-off grade and the 3D model interpretation of the veins and mineralization. Therefore, the true width of the mineralization can change over time and the true width of the mineralization for each interval is linked to the current block model, the parameters used to determine the MRE and that the true width of the mineralized intervals do not necessarily represent the overall true width of the mineral deposit as a whole.

10.4 QP Comments

The Qualified Person for this section of the report believes that the drilling, sampling and assaying are satisfactory for this type of deposit and style of gold mineralization and that the sample handling and chain of custody, as documented, meet standard industry practice. Therefore, the QP for this section of the report believes that the drill hole data is sufficiently accurate to be considered reliable and is suitable for the use in the estimation of mineral resources and mineral reserves.

Moss Mine Project 94 February 27, 2026
Mako Mining Corp.

As well, the Qualified Person for this section of the report believes that the exploration and drilling programs provide sufficient information for the estimation and classification of Mineral Resources.

Moss Mine Project 95 February 27, 2026
Mako Mining Corp.

11.0 SAMPLE PREPARATION, ANALYSES AND SECURITY

11.1 General Information

There is no information on the sample preparation, analysis or security for the legacy drilling and sampling information prior to 2011.

Information on sample preparation and Quality Assurance/Quality Control (QA/QC) protocols is only available for drilling completed by Northern Vertex Mining Corporation and Golden Vertex Corporation. Detailed information on sampling methods and preparation for exploration drilling performed are summarized below based on seven Technical Reports carried out from 2011 to 2015, 2017, and 2021 listed in the References of this report.

11.2 Sample Collection and Security

11.2.1 2011 to 2013 Reverse Circulation Samples

For Phase 1 drilling, drill holes from AR-57R to AR-119R, the reverse circulation cuttings were sampled and analysed in 5 ft increments over the entire drill hole length, with sample weighting between 5 lbs and 10 lbs recovered in olefin bags. Samples were removed from the drill site each day and placed in secure storage. From there the samples were shipped via UPS to ALS Chemex of Reno, Nevada, USA.  Each shipment also included a coarse crushed blank and low to medium gold grade standard reference material (SRM).

For Phase 2 drilling, drill holes AR-120R to AR-138R, the sampling protocol was the same except that the samples were shipped for assay to the Inspectorate America Corporation laboratory in Sparks, Nevada.

For Phase 3 drilling the reverse circulation cuttings were sampled and analysed in 5 ft increments over the entire drill hole. Cuttings were collected via a rotating splitter mounted on the drill to give a sample ranging from 7 to 10 pounds that was collected in an olefin bag inside a bucket. The samples were labelled with the hole number and footage.  Samples to be assayed were removed from the drill site each day and placed in secure storage. From there they were shipped to the Inspectorate America Corporation laboratory in Sparks, Nevada for assay.  Before shipment, a coarse crushed blank, low and medium gold content standards were added to the sample batch for each hole.

11.2.2 2011 to 2013 Core samples

For Phase 1 drilling the HQ size core was drilled and collected in 10 ft lengths in core boxes, with intervals marked with wooden blocks every 2 to 3 ft. The core was logged on site by a MinQuest contract geologist who marked sample intervals not to exceed 5 feet. The logged and marked core was transported from the project site by the geologist to secure storage in Reno. Geotechnical logging was carried out by an engineer before the core was sampled. The core was sawn in half under the supervision of a project geologist, with one‐half of the split sawn in half again using a core saw. One‐quarter core was sampled on the intervals marked by the geologist, placed in olefin bags, labelled with hole number and footage, blanks and standards were added and sent to the ALS Chemex of Reno Nevada for preparation and analysis. The remaining three‐quarter core was kept in secure storage until used for metallurgical testing.

Moss Mine Project 96 February 27, 2026
Mako Mining Corp.

For Phase 2 drilling the HQ size core was drilled and collected in 10 ft lengths in paper core boxes. Intervals were marked with wooden blocks every 2 to 3 feet. The core was logged on site by a MinQuest contract geologist who marked sample intervals not to exceed 5 ft. The logged and marked core was transported from the project site by the geologist to secure storage in Reno.  After detailed geotechnical logging by an engineer the core was sawn in half under the supervision of a project geologist. One half of the core was sampled on the intervals marked by the geologist, placed in olefin bags, labeled with a consecutive sample number, blanks and standards added and sent to the Inspectorate America Corporation laboratory in Sparks, Nevada for assay for preparation and analysis. The remaining one-half core is kept in secure storage until required for metallurgical testing.

In the Phase 2 and 3 programs the core was transported from the Moss Mine Project site by a Northern Vertex employee to a secure core logging and storage warehouse in Bullhead City, Arizona rented by Northern Vertex. The core was logged by a Northern Vertex geologist and sample intervals were marked not to exceed 5 ft. After detailed geotechnical logging, the core was sawn under the supervision of a project geologist. The core was split in half using a core saw. One half of the core was sampled on the intervals marked by the geologist, placed in olefin bags, labelled with a consecutive sample number, blanks and standards added and sent to the geochemical lab for preparation and analysis. The remaining one-half core is kept in secure storage until required for metallurgical testing. Core from the Phase 2 and 3 programs is stored in the Northern Vertex warehouse in Bullhead City, Arizona. Northern Vertex is in the process of recovering samples from the Phase 1 program stored by MinQuest in Reno, Nevada in order to store all samples at Northern Vertex's storage in Bullhead City.

11.2.3 2012 Percussion Samples

Percussion drilling was carried out by an Atlas Copco ECM 590 drill rig powered by a Cummins 220 horsepower (HP) Tier III diesel engine, with an on board, (250 cubic feet per minute (CFM)), 140 pounds per square inch (psi) compressor supplying flushing air. The on-board, hydraulically powered dust collector was mounted on the starboard side of the rig, with a 5 inch (12.7 cm) spiral suction hose connected to an adjustable sliding "boot" below the centralizer on the feed mast, through a drill mast mounted venturi. The boot could be lowered to form a seal around the drill collar. Coarse cuttings, accounting for about 80% of the total cuttings, were discharged from the forward venturi, and the remaining 20%, comprising the fine fraction, were discharged from the dust collector itself. Polythene sample bags (18 in x 24 in) were attached to both the forward venturi discharge and the dust collector discharge to ensure 100% sample collection. The hole diameter was 3 in. The initial drill rod (T-51 thread = 51 mm diameter) in the string was 14 ft long, allowing for 12 ft to be in the hole and 2 ft from the centralizer clamping device to the hole collar. Subsequent drill rods were 12 ft long. The sample interval was set at 6 ft, allowing a sample to be collected at the mid-point of the drill rod and when the next rod was added. At the end of each sample interval, the driller would cease penetration, continue to flush with air for 10 seconds with the dust collector on, then shut off the flushing air and the dust collector suction, thereby allowing both the dust collector and venturi to fully discharge. The quantity of drill cuttings in each sample was about 50 lbs (22.7 kg). The coarse and fine sample from each interval was combined and then split on-site using a Jones riffle splitter. The final two splits from each sample interval were kept, with one sent for assay and the second stored on site in the 65 ft level crosscut. A screened sample was saved in chip trays from each interval. Additional splits from about 5% of the sample intervals were also saved to provide duplicates for assay. Certified Standard Reference Materials (CSRM) and blanks were also inserted into the samples for QA/QC. The samples were boxed and sent by UPS courier to the Inspectorate laboratory in Sparks, Nevada for sample preparation and assay. The maximum depth of the holes was 96 feet (29 m), as holes deeper than 100 feet (30.4 m) are considered water wells in Arizona and require a well permit from the state. If a hole hit water, drilling was stopped as water causes cuttings to stick to the drill rods resulting in possible contamination between intervals. Six core holes were twinned with percussion holes to ensure that representative samples were being collected by the percussion drilling.

Moss Mine Project 97 February 27, 2026
Mako Mining Corp.

11.2.4 2016 to 2017

The diamond core and reverse circulation drilling program (Phase 4) carried out between 2016 to 2017 was supervised by Consulting Geologist Mr. Robert Cuffney. The sampling and procedures followed those outlined above for the 2013 core and RC drilling program.

11.2.5 2019 to 2023

The diamond core and reverse circulation drilling carried out in 2019, (Phase 6), was also supervised by Consulting Geologist Mr. Robert Cuffney. The sampling and procedures followed those outlined above for the 2013 core and RC drilling program. The samples collected during this program were submitted to Skyline Assayers and Laboratories (Skyline) of Tucson, Arizona.  The QAQC program consisted of the insertion of Certified Reference Material (CRM), a blank and a field duplicate for every 30 samples submitted for assay.

The diamond core and RC drilling carried out from 2020 to 2023 was carried out by Mr. Chris White, Senior Geologist at Moss Mine.

RC samples were collected at five-foot intervals by the drilling crew using a wet rotary splitter. Field notes were recorded for each sampling, including what was sampled and how the sample was taken. The samples were collected in bags, with a sample tag assigned to the bag. The samples were delivered to a secure on-site location prior to being picked up by a Skyline representative.

Core from the drill rig is pulled from the core barrel by the drill crew and broken into lengths that fit into the core boxes. The depth of the core is labeled by the drillers when it is placed in the core box. The core is logged and cut by the geologists in the core shed. Half-core is sampled on five to 10-foot intervals, with the half-core placed in bags with a sample tag. The samples are delivered to a secure on-site location prior to being picked up by a Skyline representative.

11.3 Sample Preparation and Analysis

11.3.1 2011 to 2013 Samples

The Phase 1 drilling samples were sent to the ALS Chemex laboratory in Reno, which is now part of ALS Global. This laboratory is ISO 9001:2008 and ISO 10725 certified. The laboratory is independent of Northern Vertex. The core samples were prepared by crushing in a jaw crusher, riffle splitting, and pulverizing. All samples were analysed for gold and silver. Gold was analysed by fire assay on a 30 g sample and atomic adsorption spectrophotometry (AAS) finish (method AA23). Samples over the maximum detection limit of 10 g/t Au were rerun by fire assay on a 30g sample with gravimetric finish (method Au‐GRA21). Silver was analysed by multi‐acid digestion (hydrofluoric acid, nitric acid and perchloric acid, with a hydrochloric acid leach) and AAS finish (method AA61). Samples over the maximum detection limit of 100 g/t Ag were rerun by the same method with a higher limit of detection for ore grade samples (method Ag‐AA62). The core samples were also analysed for 33 additional elements (Ag, Al, As, Ba, Be, Bi, Ca, Cd, Co, Cr, Cu, Fe, Ga, K, La, Mg, Mn, Mo, Na, Ni, P, Pb, S, Sb, Sc, Sr, Th, Ti, Tl, U, V, W and Zn) by four acid "near‐total" digestion and inductively coupled plasma atomic emission spectrometer (ICP‐AES) finish (method ME‐ICP61).

Moss Mine Project 98 February 27, 2026
Mako Mining Corp.

The Phase 2 and Phase 3 drilling samples were sent to the Inspectorate America Corporation laboratory in Sparks, Nevada. This is a Bureau Veritas Group Company and is ISO 9001:2008 certified. The laboratory is independent of Northern Vertex.

The reverse circulation cuttings, percussion samples and core samples were prepared by drying for up to 24 hours, crushing in a jaw crusher to >70% passing minus 10 mesh, riffle splitting of about 250 g, and pulverizing the split to >85% passing minus 200 mesh (method SP-RX-2K). The samples were analysed for gold by fire assay on a 1 assay ton (30 g) sample and atomic adsorption spectrophotometry (AAS) finish, with a detection range of 0.005 to 10.0 ppm (method Au-1AT-AA). Samples above the upper limit of detection were re-assayed by fire assay on a 1 assay ton sample with gravimetric finish, with a detection range of 1 to 1,000 ppm (method Au-1AT-GV).

For reverse circulation samples, silver was analysed as part of a multielement 30 element package (Ag, Al*, As, Ba*, Bi, Ca*, Cd, Co, Cr*, Cu, Fe, K*, La*, Mg*, Mn, Mo, Na*, Ni, P*, Pb, S, Sb, Sc*, Sr*, Ti*, Tl, V, W*, Zn and Zr*) by 4-acid "near-total" digestion and inductively coupled plasma atomic emission spectrometer (ICP-AES) finish (method 30-4A-TR). For the elements marked with an asterisk (*) Inspectorate advise that results are semi-quantitative due to being only partially leached in aqua regia or lost to volatility in 4-acid digestion. For core samples, silver was analysed by aqua regia digestion and AAS finish, with a detection range of 0.1 to 200 ppm (method Ag-AR-TR).

11.3.2 2016 to 2017 Samples

Samples of core or RC cuttings were shipped to Inspectorate Laboratories in Sparks, Nevada, where they were dried, crushed, and pulverized to 85% passing 200-mesh sieve.  The pulps were assayed for gold using a 30-gram aliquot by fire assay ("FA"), with an atomic absorption ("AA") finish.  For those assays above a threshold of 0.292 oz/ton (10 g/t) for gold were rerun using a gravimetric finish.  The pulps were also analysed for 35 elements, including silver, with at 0.25-gram split using a four-acid digestion ICP-ES analysis. The Inspectorate Laboratory is independent of the company and meets the requirements of International ISO 9001:2008 standards.

11.3.3 2019 to 2023 Samples

All assays completed from 2019 and later were performed by Skyline in Tucson, Arizona. Rock samples are dried, crushed and pulverized to 95% passing through a 150-mesh sieve. The pulps are assayed for gold using a 30-gram aliquot by fire assay ("FA") with an atomic absorption ("AA") finish. Assays above certain threshold limits for both gold and silver (5 g/t for gold and 100 g/t for silver, 0.146 oz/ton gold and 2.92 oz/ton silver) are rerun using a gravimetric procedure.

Rejects and pulps are stored at GVC's warehouse in Bullhead City, Arizona, for future reference.

Moss Mine Project 99 February 27, 2026
Mako Mining Corp.

11.4 Quality Assurance / Quality Control Results

The quality assurance and quality control (QA/QC) protocols include the insertion of certified reference material (CRM), blanks and duplicates in the assays sample stream along with replicate analyses. The QA/QC results was monitored by the Project Geologist using a spreadsheet in which a written QA/QC log was maintained to indicate problems, actions taken, and resolutions.  CRM were monitored by type and by laboratory certificate.  If an assay returned for a CRM was outside three standard deviations of the expected value, then the CRM and at least one sample either side were re-assayed. Blanks were monitored in a spreadsheet, and intervals were re-assayed if there was an anomalous assay result.  Table 11.1 below presents the results for CRM and blanks assay results by drilling phase and year.

The CRM results have been reviewed and assessed using a process performance chart that displays the expected value of the CRM and upper and lower limits shown as a whisker plot.  The average grade of the CRM and upper and lower control limits are also displayed on the graph.  If assay results are beyond the upper or lower control limit, then the results are considered a failure. Table 11.1 shows the number of failures and the percentage of failures, if any. 

11.4.1 QA/QC Results 2011

There are three CRM materials that were used to assess the accuracy and precision of the assays for the 2011 drilling program. There is good agreement between the CRM expected value and assay results for these three CRMs. The blank results also indicate that there is good agreement between the expected value and assay results. The results of these QA/QC assays demonstrate that the assays by ALS Chemex are sufficiently accurate to be reliable.

11.4.2 QA/QC Results 2012

There are three CRM materials that were used to assess the accuracy and precision of the assays for the 2012 drilling program. There is good agreement between the CRM expected value and assay results for these three CRMs. The blank (CDN-BL-9) results also indicate that there is good agreement between the expected value and assay results. The results of these QA/QC assays demonstrate that the assays by Inspectorate are sufficiently accurate to be reliable.

11.4.3 QA/QC Results 2013

There are seven CRM materials that were used to assess the accuracy and precision of the assays for the 2013 drilling program. There is good agreement between the CRM expected value and assay results for these seven CRMs. The blank (CDN-BL-10) results also indicate that there is good agreement between the expected value and assay results. The results of these QA/QC assays demonstrate that the assays by Inspectorate are sufficiently accurate to be reliable.

Moss Mine Project 100 February 27, 2026
Mako Mining Corp.

Table 11.1 
Summary of CRM and Blank QA/QC Results

Year Assay Lab Method Metal CRM Source CRM Expected Value Au (g/t) 95% Confidence Limits
2 Standard Deviations		 No of Assays Avg. Assay Au (g/t) Accuracy (%) No. of Failures % of Failures
2011 ALS Chemex FA/AA Au (g/t) CDN GS-P7B 0.710 0.070 29 0.705 -0.70% 1 3.4%
2011 ALS Chemex FA/AA Au (g/t) CDN GS-1G 1.140 0.090 52 1.165 2.19% 1 1.9%
2011 ALS Chemex FA/AA Au (g/t) CDN GS-2G 2.260 0.190 51 2.383 5.43% 1 2.0%
2011 ALS Chemex FA/AA Au (g/t) MinQuest Blank 0.005 0.002 85 0.004   1 1.2%
2012 Inspectorate FA/AA Au (g/t) CDN GS-2J 2.360 0.200 28 2.441 3.41% 0 0.0%
2012 Inspectorate FA/AA Au (g/t) CDN GS-7E 0.766 0.086 36 0.779 1.63% 2 5.6%
2012 Inspectorate FA/AA Au (g/t) CDN ME-15 1.386 0.102 35 1.327 -4.26% 3 8.6%
2012 Inspectorate FA/AA Au (g/t) CDN BL-9 0.005 0.002 30 0.004   2 6.7%
2013 Inspectorate FA/AA Au (g/t) CDN GS-1K 0.867 0.098 31 0.812 -6.37% 0 0.0%
2013 Inspectorate FA/AA Au (g/t) CDN GS-1L 1.160 0.100 48 1.151 -0.75% 1 2.1%
2013 Inspectorate FA/AA Au (g/t) CDN GS-1P5E 1.520 0.110 32 1.499 -1.39% 0 0.0%
2013 Inspectorate FA/AA Au (g/t) CDN GS-2J 2.360 0.200 11 2.287 -3.09% 0 0.0%
2013 Inspectorate FA/AA Au (g/t) CDN GS-2M 2.210 0.244 41 2.292 3.73% 0 0.0%
2013 Inspectorate FA/AA Au (g/t) CDN GS-5H 3.880 0.280 30 3.774 -2.73% 1 3.3%
2013 Inspectorate FA/AA Au (g/t) CDN GS-9A 9.310 0.690 28 9.202 -1.17% 2 7.1%
2013 Inspectorate FA/AA Au (g/t) CDN GS-P7H 0.799 0.050 54 0.799 -0.06% 2 3.7%
2013 Inspectorate FA/AA Au (g/t) CDN BL-10 0.005 0.002 129 0.003   2 1.6%
2020 Skyline FA/AA Au (g/t) CDN GS-3U 3.290 0.260 37 3.349 1.81% 0 0.0%
2020 Skyline FA/AA Au (g/t) CDN GS-6C 5.950 0.480 49 6.137 3.14% 4 8.2%
2020 Skyline FA/AA Au (g/t) CDN GS-9C 8.970 0.360 36 8.807 -1.82% 0 0.0%
2020 Skyline FA/AA Au (g/t) CDN GS-P4H 0.400 0.040 374 0.434 8.50% 4 1.1%
2020 Skyline FA/AA Au (g/t) CDN GS-P4J 0.479 0.049 111 0.491 2.40% 3 2.7%
2020 Skyline FA/AA Au (g/t) CDN GS-P5E 0.655 0.062 58 0.658 0.50% 2 3.4%
2020 Skyline FA/AA Au (g/t) MEG Au.12.23 0.298 0.010 79 0.282 -5.30% 4 5.1%
2020 Skyline FA/AA Au (g/t) CDN BL-10 0.005 0.002 318 0.003   1 0.3%
2021 Skyline FA/AA Au (g/t) CDN GS-3U 3.290 0.260 106 3.320 0.92% 0 0.0%
2021 Skyline FA/AA Au (g/t) CDN GS-P4J 0.479 0.049 226 0.529 10.44% 3 1.3%
2021 Skyline FA/AA Au (g/t) CDN GS-P6C 0.767 0.078 51 0.834 8.79% 5 9.8%
2021 Skyline FA/AA Au (g/t) CDN GS-P6D 0.769 0.047 139 0.843 9.57% 0 0.0%
2021 Skyline FA/AA Au (g/t) CDN BL-10 0.005 0.002 306 0.004   1 0.3%
2022 Skyline FA/AA Au (g/t) CDN CGS-26 1.640 0.110 57 1.663 1.40% 0 0.0%
2022 Skyline FA/AA Au (g/t) CDN CM-15 1.253 0.118 13 1.348 7.56% 0 0.0%
2022 Skyline FA/AA Au (g/t) CDN CM-19 2.110 0.220 44 2.192 3.91% 0 0.0%
2022 Skyline FA/AA Au (g/t) CDN CM-22 0.718 0.072 66 0.736 2.48% 0 0.0%
2022 Skyline FA/AA Au (g/t) CDN CM-42 0.576 0.050 12 0.599 3.96% 0 0.0%
2022 Skyline FA/AA Au (g/t) CDN GS-3U 3.290 0.260 36 3.379 2.71% 0 0.0%
2022 Skyline FA/AA Au (g/t) CDN GS-P4J 0.479 0.049 78 0.517 7.91% 0 0.0%
2022 Skyline FA/AA Au (g/t) CDN GS-P6D 0.769 0.093 14 0.852 10.74% 0 0.0%

Moss Mine Project 101 February 27, 2026
Mako Mining Corp.

11.4.4 QA/QC Results 2020

There are seven CRM materials that were used to assess the accuracy and precision of the assays for the 2020 drilling program. There is good agreement between the CRM expected value and assay results for these seven CRMs. The blank (CDN-BL-10) results also indicated that there is good agreement between the expected value and assay results. The results of these QA/QC assays demonstrate that the assays by Skyline are sufficiently accurate to be reliable.

11.4.5 QA/QC Results 2021

There are four CRM materials that were used to assess the accuracy and precision of the assays for the 2021 drilling program. There is good agreement between the CRM expected value and assay results for these four CRMs. The blank (CDN-BL-10) results also indicate that there is good agreement between the expected value and assay results. The results of these QA/QC assays demonstrate that the assays by Skyline are sufficiently accurate to be reliable.

11.4.6 QA/QC Results 2022

There are eight CRM materials that were used to assess the accuracy and precision of the assays for the 2022 drilling program. There is good agreement between the CRM expected value and assay results for these eight CRMs. The results of these QA/QC assays demonstrate that the assays by Skyline are sufficiently accurate to be reliable.

11.4.7 QA/QC Results 2023

The QA/QC assessment was carried out using two sets of duplicate samples.  The laboratory check samples are duplicate assays on pulp samples. Figure 11.1 displays a duplicate pass/fail chart at two scales. The means of the assay results are similar between the first and second assay results. There are 8 duplicate failures, which represents only 3.2% of the data. This error rate is considered acceptable.

The preparation duplicate samples are duplicate assays on sample reject material. Figure 11.2 displays a duplicate pass/fail chart at two scales. The means of the two assays are similar, and the error rate is also low at 2.9%.

From these results the assays produced by Skyline Assay laboratories are sufficiently accurate to be considered reliable.

Moss Mine Project 102 February 27, 2026
Mako Mining Corp.

Figure 11.1
Duplicate Laboratory Assay Checks of Duplicate Gold Assays

Figure 11.2
Duplicate Preparation Assay Checks of Duplicate Gold Assays

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11.5 Qualified Person's Comments

The Qualified Person for this section of the report believes that the preparation and analysis of the samples are satisfactory for this type of deposit and style of gold mineralization and that the sample handling and chain of custody, as documented, meet standard industry practice.

The Qualified Person for this section of the Technical Report has reviewed the QA/QC program and deems it to be in accordance with standard industry practice and CIM's "Exploration Best Practice Guidelines". Both Northern Vertex and Golden Vertex personnel and their consultants have taken reasonable measures to ensure the sample analysis completed is sufficiently accurate and precise such that the assays can be considered as reliable and suitable for use in the estimation of mineral resources.

As well, the Qualified Person for this section of the report believes that the exploration and drilling programs provide sufficient information for the estimation and classification of Mineral Resources.

Moss Mine Project 104 February 27, 2026
Mako Mining Corp.

12.0 DATA VERIFICATION

12.1 Drill Hole Database

The drill hole database for the Mineral Resource Estimate is based on the database initially developed by Northern Vertex Mining Corp who compiled the legacy collar and assay data provided by Patriot Gold Corp., which includes scanned copies of all legacy data sources, into the Moss Mine Master Database. Northern Vertex and later Golden Vertex Corp. managed the database and added additional data as it was collected between 2011 to the present. In addition, the drill hole data files compiled for the IMC 2021 mineral resource estimate, which was provided as a series of Excel spreadsheets, were also used to help verify the Moss Mine Database. Several comparisons were carried out using the two different sources of information and a final database was constructed in Micromine. This information was then exported as series of Excel files consisting of collars, surveys, assays and geology that were used to build a MineSight datafile for data analysis and mineral resource estimation.

There are a total of 1,625 drill holes totalling 499,821.5 ft. The database contains different drill hole types, including AT (air track), CH (channel samples), DDH (core), LH (long-hole), PERC (percussion), RC (reverse circulation), TR (trench samples). The data has been collected from 1920 to 2024, and several different assay laboratories have been used to assay the sample data. The data from 1920 to 1998 does not have a defined assay laboratory and will be referred to as legacy data and is coded as the Moss DH Master Database (MDB).

The principal commercial laboratories, which are independent of the issuer, are ALS Chemex (CHEM), Inspectorate (INSP), and Skyline (SKYL). Samples collected after 2004 have been assayed by these three laboratories and have suitable QA/QC programs. Figure 12.1 shows a breakdown of the assay results by laboratory. Skyline contributes 68% of the assays in the database, while Inspectorate and ALS Chemex contribute 10% and 11% respectively. That is a total of 89% of the assays in the database were carried out by these three independent assay laboratories. 

Figure 12.1
Breakdown of the Moss Mine Assays by Laboratory

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There is a total of 1,165 RC, DDH, and PERC drill holes inside the area that define the block model, totalling 465,056.9 ft. The majority of the drill holes in the database are RC holes totalling 372,250 ft in 688 drill holes, followed by PERC holes totalling 29,153 ft in 343 holes, and lastly there are DDH holes totalling 63,654 ft in 134 drill holes. RC drilling represents 79% of the drill hole data in the database, followed by 15% of the drilling by DDH and only 5% of the drilling by PERC. That represents 99% of the database is made of these three drilling methods. Figure 12.2 shows a breakdown of the assay results by drill hole type.

Figure 12.2
Breakdown of the Moss Mine Assays by Drill hole Type

While the drill hole data obtained from IMC for their 2021 Mineral Resource Estimate was previously verified by checking the data entry against selected original laboratory certificates, evaluated the precision by an analysis of duplicate sample assays, evaluated cross contamination by analysis of blank sample assays, evaluated the accuracy of the assays by review of the standard reference material inserted into the sample stream, and evaluated the different sample types, drilling methods, and time periods using a nearest neighbour analysis. The IMC QP found that the drill hole database was sufficiently accurate and precise for use in the estimation of Mineral Resources and Mineral Reserves.

Since the 2021 Mineral Resource Estimate by IMC, there have been an additional 130 drill holes totalling 95,348 ft added to the database. As there are many new drill holes in the database along with the different time periods, drilling methods and assay laboratories, it was felt that additional analysis was required to verify the drill hole database. This was carried out using a series of statistical and graphical summaries to confirm the reliability of the different sample types, using a nearest neighbour approach. As well, there are a series of twin drill holes that will be examined. A spot check of the assay results in the database versus the original signed assay certificates from the independent assay laboratories was also carried out.

In addition to the verification listed above, the drill hole collar elevations were checked against the digital original topography surface file, the down-hole surveys were examined for sudden large deviations that might represent errors in either data entry or data measurement. Any anomalous results were investigated to determine if any results are material to the reliability of the drill hole database.

Moss Mine Project 106 February 27, 2026
Mako Mining Corp.

12.2 Review of Drill Hole Collar Elevations

The drill hole collars were compared against the pre-mining surface topography file provided by GVC, "MossMineGO.00t_Surf.msr". Drill hole types of DDH, RC and PERC, as well as only holes drilled prior to mining on the property were considered in this comparison. There is a total of 425 drill holes considered that show an average deviation between the elevation entered in the drill hole database against the pre-mining surface elevation of an average of 3.5 ft. This difference is considered acceptable for this comparison. It is the opinion of the Qualified Person for this section of the report, that the drill hole collar elevations are sufficiently accurate to be considered reliable.

12.3 Review of the Down-Hole Survey Data

The down-hole surveys were examined for sudden changes in azimuth or dip that could represent an error in the survey. There is a total of 8,948 down-hole survey measurements for the 1,625 drill holes. The results of the survey deviation analysis indicated that only 83 measurements exceed the limits, which represents less than one percent of all the surveys. These possible survey issues were examined, and these surveys were found to be acceptable. It is the opinion of the QP for this section of the report, that the down-hole surveys are sufficiently accurate to be considered reliable.

12.4 Validation of Assays

Assay certificate validation of the Skyline Assayers and Laboratories (Skyline) work on the 2021 - 2023 drill hole samples taken after the 2021 Technical Report was undertaken by Qualified Person Gary Wong, P.Eng.  The methodology, results and an opinion of the validation is provided below.

Assays from 2021 onwards were provided to Gary Wong, P.Eng., directly by Skyline.  The files were provided in comma separated value (csv), Microsoft Excel (xls and xlsx) and Portable Document Format (PDF). The Excel files (xls or xlsc depending on what format was available) were used to create a new database by Doug Roquet of Spatial Engineering, who is independent of Golden Vertex.  The results are:

  • 653 assay sheets imported.

  • 15 assay sheets not matched.

  • 53,997 samples matched with drill samples.

The 15 unmatched assays are assumed to be from samples which are not drill core. With this database, a comparison query was created against the merged database used in the estimation (the original DataShed database). A total of 261 samples in the new database did not match the DataShed sample assays. They come from 14 different drill holes. After visual inspection, it was determined that 2 of the holes are from outside of the study area. Removing the samples from these holes leaves 259 samples which have different assays than the DataShed assays.

Table 12.1 shows the distribution of the samples the new database that did not match the DataShed sample assays, by drill hole:

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Table 12.1
Distribution of the Samples in the New Database that did not Match the DataShed Sample Assays by Drill Hole

Hole ID

In model area

Values different

AR21-532R_EEXT

y

98

AR22-579R

y

1

AR22-580R

y

2

AR22-567R

n

1

AR22-655R

y

68

AR23-691R

y

40

AR23-692R

y

40

AR23-695R

y

1

AR20-286R

y

3

AR21-548R

y

3

AR20-259R

n

1

AR21-554R

y

1

AR21-555R

y

1

AR22-613R

y

1

In hole AR21-532R_EEXT, it was discovered that there are 2 sets of assay certificates, one reported in November 2021 and another in December 2021. There is no documentation of why there are 2 sets and what criteria was used to merge the assays. For all the other holes in the study area, there is no evidence of a second set of assays, so the source of the changes is unknown.

For the remaining holes, in the estimated block model, only holes AR22-655R, AR23-692R, AR23-695R, AR21-554R, AR21-555R and AR22-613R are situated where there is significant mineralization.  The others were outside of the mineralized zones.  Out of these 6 holes, holes AR22-655R and AR23-692R account for 108 of the samples.

Based on the fact that these problem assays account for 0.4% of the total number of new assays, it is concluded that without better evidence to effect changes in the database, the differences are immaterial for the purpose of this study.

12.5 RC Hole Assay Statistical Analysis

There were three methods to assess the reliability of the RC drill holes, statistical analysis of the down-hole trends for contamination (cyclicity and decay analysis), closest pairs analysis between the RC drill hole gold assays and DDH drill hold gold assays, and a review of the twin holes.

The down-hole trend analysis searches for examples where high-grade intercepts may be smeared down hole.  This assessment considers looking at sample intervals that show higher grade intercepts at different sample positions in the hole (cyclicity analysis) and searching for high-grade intervals that are smeared down-hole by using the accumulated relative difference (decay analysis).  The results of these statistical checks indicates that there is no significant down-hole smearing of the gold grade assays.

Moss Mine Project 108 February 27, 2026
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The closest sample analysis was carried out using all pairs of assays between the RC and DDH that are 10 ft apart. The paired data is then analysed using statistical and graphical summaries. Figure 12.3 shows side-by-side boxplots and summary statistics on the upper left of the figure. The average grades of the RC and DDH gold assays are similar, 0.028 opt Au versus 0.027 opt Au, respectively. The scatterplots at both the arithmetic and logarithmic scale show low correlation, with a rank correlation of 0.336. However, the quantile-quantile plots show that the RC and DDH assays have a similar distribution as the points plot along the 1:1 line (in solid black).

Figure 12.3
Comparison of Closest Pairs between RC and DDH Assays up to 10 Feet Apart

The twin drill hole gold assays were plotted on a down-hole trace and a cumulative grade thickness trace for RC hole (AR-113R) and DDH hole (WW-06). The result of this analysis demonstrates that the RC and DDH holes show sufficiently similar behaviour for the gold assays. Figure 12.4 shows the drill hole trace of RC hole AR-113R and DDH hole WW-06. The average gold grade for the drill holes is shown at the top of drill hole profile plot on the left. The graph on the right shows the cumulative grade thickness (opt * ft) for each of the drill holes. This plot shows that there is similar metal down the hole.

The QP for this section of the report believes that from the results of these statistical and graphical summaries, it appears that the RC and DDH data are sufficiently similar that they can be pooled together and are sufficiently reliable that they can be used for Mineral Resource Estimation.

Moss Mine Project 109 February 27, 2026
Mako Mining Corp.

Figure 12.4
Comparison of Twin Holes - AR-113R (RC) versus WW-06 (DDH)

12.6 Percussion Hole Assy Statistical Analysis

There are three methods to assess the reliability of the PERC drill holes, statistical analysis of the down-hole trends for contamination (cyclicity and decay analysis), closest pairs analysis between the RC drill hole gold assays and DDH drill hold gold assays, and a review of the twin holes.

The down-hole trend analysis searches for examples where high-grade intercepts may be smeared down hole. This assessment considers looking at sample intervals that show higher grade intercepts at different sample positions in the hole (cyclicity analysis) and searching for high-grade intervals that are smeared down-hole by using the accumulated relative difference (decay analysis). The results of these statistical checks indicates that there is no significant down-hole smearing of the gold grade assays.

The closest sample analysis was carried out using all pairs of assays between the RC and DDH that are 10 ft apart. The paired data is then analysed using statistical and graphical summaries. Figure 12.5 shows side-by-side boxplots and summary statistics on the upper left of the figure. The average grades of the PERC and DDH gold assays are similar, 0.013 opt Au versus 0.013 opt Au, respectively. The scatterplots at both the arithmetic and logarithmic scale show low correlation, with a rank correlation of 0.623. However, the quantile-quantile plots show that the RC and DDH assays have a similar distribution as the points plot along the 1:1 line (in solid black). 

Moss Mine Project 110 February 27, 2026
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Figure 12.5
Comparison of Closest Pairs between PERC and DDH Assays up to 10 Feet Apart

The twin drill hole gold assays were plotted on a down-hole trace and a cumulative grade thickness trace for DDH hole (AR-164C) and PERC hole (3_00B). The result of this analysis demonstrates that the PERC and DDH holes show sufficiently similar behaviour for the gold assays. Figure 12.6 shows the drill hole trace of DDH hole AR-164C and PREC hole 3_00B. The average gold grade for the drill holes is shown at the top of drill hole profile plot on the left. The graph on the right shows the cumulative grade thickness (opt * ft) for each of the drill holes.  This plot shows that there is similar metal down the hole.

Figure 12.6
Comparison of Twin Holes - AR-163C (DDH) versus 3_00B (PERC)

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The QP for this section of the report believes that from the results of these statistical and graphical summaries, it appears that the PERC and DDH data are sufficiently similar that they can be pooled together and are sufficiently reliable that they can be used for Mineral Resource Estimation.

12.7 Comparison of Assays by Laboratory

The closest sample analysis was carried out using all pairs of assays between the four different assay sources, the Moss Mine Master Database (MDB), ALS Chemex (Chemex), Inspectorate (Inspectorate) and Skyline (Skyline) that are 10 ft apart. The paired data is then analysed using statistical and graphical summaries.

Figure 12.7 shows a comparison of the MDB assays versus the Inspectorate assays as a scatterplot using a log-log scale with the summary statistics on the lefthand side of the figure and as a quantile-quantile plot, with the 1:1 line shown as a solid black line, in the righthand side of the figure. The mean grades are somewhat different, but there is a good rank correlation between the assay pairs at 0.705. The QQ plot shows that the points are situated close to the 1:1 line, meaning the gold assays have a similar distribution.

Figure 12.7
Comparison of Assay Pairs 10 Feet Apart for MDB versus Inspectorate

Figure 12.8 shows a comparison of the Chemex assays versus the Inspectorate assays as a scatterplot using a log-log scale with the summary statistics on the lefthand side of the figure and as a quantile-quantile plot, with the 1:1 line shown as a solid black line, in the righthand side of the figure. The mean grades are similar and there is a good rank correlation between the assay pairs at 0.556. The QQ plot shows that the points are situated close to the 1:1 line, meaning the gold assays have a similar distribution.

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Figure 12.8
Comparison of Assay Pairs 10 Feet Apart for Chemex versus Inspectorate

Figure 12.9 shows a comparison of the Chemex assays versus the Skyline assays as a scatterplot using a log-log scale with the summary statistics on the lefthand side of the figure and as a quantile-quantile plot, with the 1:1 line shown as a solid black line, in the righthand side of the figure.  The mean grades are similar and there is a good rank correlation between the assay pairs at 0.624.  The QQ plot shows that the points are situated close to the 1:1 line, meaning the gold assays have a similar distribution.

Figure 12.9
Comparison of Assay Pairs 10 Feet Apart for Chemex versus Skyline

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The QP for this section of the report is of the opinion, that based on these statistical and graphical summaries, that the assays from the various independent laboratories are sufficiently similar that they can be pooled together for use in the estimation of mineral resources.

12.8 Independent Verification Samples

During the site visit to the Moss Mine Project, independent verification samples were collected by Mr. Gary Wong, P.Eng., who meets the definition of a QP as defined by NI 43-101.  Mr. Wong collected 26 pulp samples, from drilling carried out in 2021 and 2022 by Golden Vertex and that were assayed by Skyline Laboratories of Tucson, Arizona, USA (Figure 12.10). These data verification samples help to establish the integrity and accuracy of the data that will be used for the estimation of mineral resources.

The 26 pulp samples were submitted to Skyline Laboratories and were assayed using the FA-03 methodology, that uses a fire assay with a gravimetric finish and a range of 0.03 to 1,000 g/t. The independent sample assay results were paired with the information for the same samples in the Moss Mine drill hole database and statistical and graphical summaries were used to assess the results.

Figure 12.10
Photograph of Sample Pulps Submitted for Assay to Skyline Laboratories

There are a total of 26 re-assay results, 8 of which are above the acceptance criteria. That is there are 8 failures and represents a failure rate of 30%, which is outside the acceptable range for duplicate samples (Figure 12.11). While the linear correlation looks strong, this is due to the high-grade sample pair, which have similar assay grades. The results of this analysis indicate that there is a high degree of variability in the gold content of the samples. Therefore, with a limited number of assay results (26) there are likely not enough assays to produce meaningful results using this statistical approach. With only 26 assays we should look to see if the global means of the two sample assay data sets are similar. This can be done using a two-sample t-test.

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The two-sample t-test considers the original assays as one set of samples and the re-assays as another set of samples from the same statistical population. The t-test checks to see whether the difference between the two means is significant or not. The t-test calculation is given as follows were, m represents the average, and s represents the standard deviation, and n the number of samples.

The t-statistics is 0.42, which is well inside the -2 to +2 acceptance criteria, meaning that there is no significant difference between the average grades of the two assay data sets.

While there is significant variability between the original and re-assay results, there does not appear to be a significant difference between the means of the two assay data sets. Therefore, the QP for this section of the report believes that the re-assays appear to be sufficiently similar to the to the original assays and support the reliability of the assay results in the drill hole database.

Figure 12.11
Pass/Fail Graph for Duplicate Sample Assays

C. Keech, CGK Consulting Services, 2025.

12.9 Qualified Person Site Inspection

Qualified Person Gary Wong, P.Eng., visited the site between July 14 to July 16. Mr. Wong is the principal consulting geologist for PDM Technical Services Ltd. He is independent of Mako. During this visit, the open pit areas, the leach pad, the mine office, the core logging facilities, and the core and sample storage areas were toured. A number of holes representative of the different zones were also visited, as well as core photographs of other zones which were not readily accessible. Finally, the three-dimensional models of the mineralized zones were reviewed with the Mako staff.

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12.10 Qualified Person Opinion

The Qualified Persons for this section of the report are of the opinion that based on the site visit, the results of the independent verification samples and the various studies using statistical and graphical summaries that the database has been developed in accordance with industry standards and practices, and that the data is sufficiently accurate to be considered reliable and suitable for use for mineral resource estimation.  The Qualified Persons are also of the opinion that the database is representative and adequate to support the estimation of mineral resources for the Moss Mine Project.

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13.0 MINERAL PROCESSING AND METALLURGICAL TESTING

13.1 Introduction

The metallurgical testwork and operating results for the Moss Mine Project have been reviewed by Richard Gowans P.Eng., a Principal Metallurgist with Micon International and a Qualified Person.

The process used at the Moss Mine comprises crushing to 90% passing 6.3 mm (¼ inch) and conventional valley fill heap leaching. Gold and silver are extracted from pregnant solution using a Merrill Crowe plant (zinc cementation) and the precipitate from this process is dried, mixed with fluxes and fed to a furnace to produce gold-silver doré bars, the final product of the metallurgical processing facility. The design capacity of the process plant is 5,500 short tons per day. 

13.2 Metallurgical Testwork

Metallurgical testing completed prior to this reporting period is documented in earlier NI 43-101 technical reports, including "NI 43-101 Technical Report Preliminary Economic Analysis Phase III, Mine Life Extension, Mohave County, Arizona" dated November 22, 2017, and "Technical Report on the Mineral Resource, Mineral Reserve, and Mine Plan for the Moss Mine" dated October 8, 2021.

Metallurgical testwork forms the basis for evaluating heap leach performance, defining recovery expectations, and identifying potential processing risks. At the Moss Mine, Golden Vertex Corp. (GVC) has implemented an ongoing metallurgical program consisting primarily of bottle roll and column leach tests conducted on representative crushed ore samples. These tests are designed to replicate operating conditions at the mine and provide data for recovery forecasting, reagent consumption, and leach kinetics.

Mine Technical Services Ltd. (MTS) independently reviewed column leach and bottle roll test data generated between July, 2020 and May, 2023, along with the associated standard operating procedures used by the Moss Mine team. MTS prepared a memorandum presenting the results of their metallurgical accounting review for the period from January 1, 2023, to December 31, 2023, and their findings have been incorporated into this section.

13.2.1 Historical Testwork

Column leach testing reported in the "Technical Report on the Mineral Resource, Mineral Reserve, and Mine Plan for the Moss Mine" dated October 8, 2021, was conducted on monthly composite samples collected from the crushing plant and considered representative of material placed on the heap leach pads. Gold recoveries ranged from approximately 72% to 94%, with an average of about 80%, while silver recoveries ranged from approximately 21% to 60%, averaging about 43%. Recoveries were calculated using back-calculated head grades and reflect laboratory-scale performance.

The report further recommended applying typical scale-up discount factors of approximately 3% to 5% to account for operational inefficiencies in full-scale heap leach operations, resulting in estimated gold recoveries of approximately 75% to 77% and silver recoveries of approximately 40% to 43%. Although silver recoveries may increase with extended leach cycles, the additional solution volumes required to achieve materially higher recoveries may not be economically justified.

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The October 8, 2021 NI 43-101 Technical Report recommended that ongoing metallurgical testing be conducted to confirm recoveries for future production material and to further evaluate mineralogy, size-by-size recovery, deleterious elements, crush size, and the relationship between grade and recovery. This work was advised to support reliable recovery projections as mining progresses to lower-grade material and to ensure that metallurgical performance assumptions remain valid over the life of mine.

13.2.2 2023 Testwork

The metallurgical testwork results discussed below are based on the Mine Technical Services Ltd. (MTS) memorandum dated January 31, 2024, entitled "Moss Mine 2023 Year-End Metallurgical Accounting Review."

Column leach and bottle roll testing programs provide the primary basis for evaluating heap leach metallurgical performance and identifying recovery constraints at the Moss Mine. GVC conducts bottle roll tests on a weekly basis and column leach tests on a monthly basis using representative crushed ore samples, approximately P90 of 6.5 mm (1/4-inch), collected from the crushing circuit. MTS reviewed column leach test results generated between July, 2020 and May, 2023, along with associated standard operating procedures (SOPs), to assess the reliability of metallurgical performance projections and their applicability to commercial heap leach operations.

Monthly composite column samples were prepared using as-received crush sizes and were leached under cyanide concentrations and irrigation rates consistent with operating conditions. Although the nominal leach cycle specified in the Standard Operating Procedure (SOP) was 150 days, test durations may may been extended based on leach kinetics; however, most columns were terminated prior to complete leaching. As a result, ultimate recoveries achieved under extended leach conditions may have exceeded those reported from laboratory testing. Gold recoveries from monthly column tests conducted during 2020-2021, as reported in the MTS memorandum, ranged from approximately 54.6% to 88.2%. Table 13.1 summarizes selected column leach testwork results for gold recovery available as of January, 2024.

The table indicates an average gold recovery of 73.6% after around 107 days of leaching, with recovery values ranging between approximately 66% and 80%.

Gold leach kinetics observed during column testing were characteristic of ores containing both fully liberated gold and partially encapsulated gold. A substantial proportion of gold was leached early in the cycle, followed by a prolonged period of slower recovery controlled by diffusion processes. This behaviour indicates that finer crushing and longer leach cycles are probably beneficial to maximizing gold recovery, which was consistent with performance observed on the commercial heap leach pad. Six-month averages of gold recovery for composite samples have remained relatively stable since October 2020, ranging between approximately 70% and 74.7%, and are consistent with historical test results and commercial operating performance.

Silver recoveries have exhibited substantially greater variability than gold, ranging from approximately 12% to 60% in column tests, with an average of approximately 27.5% since October, 2020. Table 13.2 summarizes the selected column leach testwork results for silver recovery available as of January, 2024.

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Table 13.1
Moss Monthly Column Test Gold Data 2022 and 2023

Composite Sample Head Au Solution/
Ore Ratio		 Days under
Leach		 Recovery
Au, %
g/t opt
June, 2022 (Col 56) 0.48 0.0141 9.68 124 69.67
July, 2022 (Col 57) 0.57 0.0165 7.13 124 66.44
August - September 2022 (Col 60) 0.57 0.0167 8.64 125 69.31
August - September 2022 (Col 61)  0.54 0.0158 3.76 126 69.98
September - October 2022 (Col 62)  0.40 0.0116 7.40 118 70.24
November, 2022 (Col 63) 0.46 0.0133 8.57 114 77.41
December, 2022 (Col 64) 0.53 0.0156 5.75 114 77.51
January, 2023 (Col 65) 0.47 0.0136 5.21 107 70.78
February, 2023 (Col 66) 0.49 0.0142 8.16 164 80.03
March, 2023 (Col 67) 0.26 0.0075 5.94 128 76.59
April, 2023 (Col 68) 0.40 0.0117 6.77 128 76.73
May, 2023 (Col 69) 0.53 0.0154 6.91 110 77.50
June, 2023 (Col 70) 0.40 0.0116 12.12 127 76.87
Period Average 73.77

Table 13.2
Moss Monthly Column Test Silver Data 2022 and 2023

Composite Sample Head Ag Solution/
Ore Ratio		 Days under
Leach		 Recovery
Ag, %
g/t opt
June, 2022 (Col 56) 12.58 0.367 9.68 124 16.18
July, 2022 (Col 57) 13.57 0.396 7.13 124 16.67
August - September 2022 (Col 60) 8.48 0.247 8.64 125 29.25
August - September 2022 (Col 61)  7.23 0.211 3.76 126 32.97
September - October 2022 (Col 62)  7.45 0.217 7.40 118 26.73
November, 2022 (Col 63) 10.66 0.311 8.57 114 48.12
December, 2022 (Col 64) 6.85 0.200 5.75 114 25.56
January, 2023 (Col 65) 8.22 0.240 5.21 107 24.12
February, 2023 (Col 66) 10.87 0.317 8.16 164 18.89
March, 2023 (Col 67) 7.96 0.232 5.94 128 18.37
April, 2023 (Col 68) 17.92 0.523 6.77 128 12.38
May, 2023 (Col 69) 24.32 0.709 12.12 108 33.55
June, 2023 (Col 70) 7.76 0.226 12.12 127 32.72
Period Average 25.23

The causes of this variability have not been conclusively identified, introducing uncertainty into silver recovery forecasting and reconciliation. In contrast to gold, silver exhibits minimal early-stage leaching and is characterized by a prolonged slow leach phase, with recoveries continuing to increase at the time many column tests were terminated. This behaviour suggests that silver extraction is significantly more time- and solution-intensive than gold extraction and that practical operating constraints may limit achievable recoveries.

Despite this variability, silver recoveries from column testing summarized in Table 13.2 are generally consistent with recoveries observed in commercial heap leach operations.

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13.2.3 2025 Testwork

No off-site metallurgical test programs were conducted by GVC in 2025. All metallurgical work during 2025 was performed on site and consisted of monthly crushed-ore column leach tests, initiated in October 2025 and continuing through the date of this report.

Recent metallurgical testing has primarily focused on assessing the metallurgical response of monthly composites taken from the crushing plant through column leach tests. The test work has been performed by site personnel and the associated assaying has been performed at the on-site assay facility.

To date, no deleterious elements have been observed in the ore processed at the Moss Mine, and their impact on metallurgical recovery has not been identified.

13.3 Production Reconciliation

This section presents a production reconciliation for the Moss Mine based on operational data provided by the GVC. The analysis primarily relies on information compiled in the Excel file "ProductionV10 (Protected) 02022026", which includes daily reports, ore placement records, and metal production data from the Merrill-Crowe plant. The variables used in this assessment, including placed gold and silver ounces and plant-recovered metal for both metals, have been reviewed for completeness and consistency and are considered robust for the purpose of evaluating metallurgical performance. The primary objective of this section is to compare observed recovery factors for gold and silver at the operating mine. Recovery factors are derived by comparing the amount of gold and silver placed on the leach pads with the metal produced by the Merrill-Crowe plant, as recorded in the daily reports. The consistency of reporting, cross-checks with monthly production summaries, and the volume of historical operational data support the reliability of the inputs used in this reconciliation.

13.3.1 Operational Gold Recovery Performance

Figure 13.1 shows the Moss Mine performance based on gold placed on the leach pads versus gold recovered at the Merrill-Crowe plant over the period from 2018 to the end of Q2 2024.

The data series demonstrate good correlation, and the trend line has a coefficient of approximately 0.75, suggesting an operational recovery factor of around 75%.

Another factor to consider is the recoverable gold inventory, which is relatively stable and estimated to be below 16,000 ounces; this estimate is based on the provided operational data and the findings reported by MTS in their memorandum dated January 31, 2024, entitled "Moss Mine 2023 Year-End Metallurgical Accounting Review." Accounting for this inventory could increase the estimated ultimate metallurgical recovery by approximately 1 to 2 percentage points.

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Figure 13.1
Cumulative Operational Performance Data for Gold

13.3.2 Operational Silver Recovery Performance

Figure 13.2 shows the Moss Mine performance based on silver ounces placed on the leach pads versus silver ounces recovered at the Merrill-Crowe plant over the period from 2018 to the end of October 2024.

The data series demonstrate a reasonable correlation, and the trend line has a coefficient of approximately 0.40, suggesting an operational recovery factor of around 40%.

Another factor to consider is the recoverable silver inventory, which is relatively stable and estimated to be below 230,000 ounces; this estimate is based on the provided operational data and the findings reported by MTS in their memorandum dated January 31, 2024, entitled "Moss Mine 2023 Year-End Metallurgical Accounting Review." Accounting for this inventory could increase the estimated ultimate metallurgical recovery by approximately 1 percentage point.

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Figure 13.2
Cumulative Operational Performance Data for Silver

13.4 Conclusions and Recommendations

Overall, the column leach test results demonstrate consistent gold recoveries and stable leach kinetics that are representative of commercial heap leach performance at the Moss Mine. The Moss Mine has been in operation since 2018 and has generated a substantial body of operating data, supplemented by ongoing column leach and bottle roll testwork, which together provide a strong empirical basis for projecting metallurgical recoveries. While silver recoveries remain more variable and generally lower, the results support the metallurgical recovery assumptions used in production forecasting.

Based on the testwork described above and the received operational data, the Qualified Person (QP) recommends using the following gold recoveries for this Technical Report.

Table 13.3
Recommended Metals Recoveries

Process Criterion

Gold

Silver

Process Recovery, %

75

40

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It should be noted that future metallurgical recoveries may differ if the characteristics of the run-of-mine ore, including grade, mineralogy, or the presence of deleterious elements, vary from the material represented in the current operational dataset. Ongoing assessment of the relationship between ore characteristics and metal recovery will help ensure that recovery assumptions remain valid under changing ore characteristics. Continued monitoring and periodic metallurgical testing are recommended to confirm recovery performance, refine scale-up factors, and improve confidence in long-term gold and silver recovery projections.

It is recommended that further testing be undertaken at a metallurgical laboratory and that the test program include the following:

  • It is recommended that a statistical analysis be performed to define the relationship between bottle roll test results and column leach recoveries for both gold and silver. This analysis should consider the different ore types expected to be processed at the Moss Mine, including variations in grade, mineralogy, and particle size. Establishing such correlations will enable the mine to better forecast metal recoveries from early-stage bottle roll tests, support operational planning, optimize heap construction and leach cycles, and improve reagent management.

  • Selected column tests should be leached to completion beyond the nominal period to determine ultimate recoveries for gold and silver. Complete column tests will provide more accurate data for scale-up to commercial operations, support reconciliation of actual versus projected recoveries, and improve confidence in metallurgical assumptions used for production forecasting.

  • Given variability observed in silver recoveries, further testwork is recommended to better understand the factors controlling silver extraction. This may include extended leach tests, detailed mineralogical characterization, and correlation with ore types. Improved understanding of silver recovery kinetics will enhance reconciliation accuracy and support operational planning for reagent use, solution management, and heap leach performance optimization.

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14.0 MINERAL RESOURCE ESTIMATES

14.1 Introduction

The mineral resource estimate was carried out by Chris Keech, P.Geo., Principal Geologist of CGK Consulting Services Inc (CGK) using MineSight® version 15.4 software for the development of the block model gold and silver block grade estimates and Geostokos Toolkit® for variography analysis of the composited gold and silver grades. Mr. Keech is a Qualified Person and is independent of Mako as defined by NI 43-101.

The mineral resources estimate for the Moss Mine Project has been carried out in accordance with the CIM's "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines" (November 2019). The mineral resources have been generated from drill hole data the interpretation of a geological model that identifies the spatial distribution of the gold and silver grades. The interpolation parameters have been defined based on the drill hole data and the geological interpretation and geostatistical analysis of that data.

The mineral resources have been classified by proximity to data locations and the quality of the data and have been reported in accordance with CIM's "Standards on Mineral Resources and Reserves" (May 2014) as required by NI 43-101.

14.2 Drill Hole Database

The drill hole data inside the block model area consists of 1,169 drill holes totalling 452,086 ft of drilling with 87,471 sample intervals. RC drilling has contributed more than 55% of the drill holes and more than 81% of the sample intervals to the drill hole database inside the block model limits. Next are the core drill holes, which have contributed 11% of the holes and 12% of the sample intervals. The remaining 33% of the drill holes are short rotary holes which account for 6% of the sample intervals. Table 14.1 summarizes the drilling by year and drilling type.

Table 14.1 
Summary of Drill Hole Database inside Block Model Limits

  Air Track Holes
(AT)		 Percussion Holes
(PERC)		 Reverse
Circulation
Holes (RC)		 Core Holes
(DDH)		 Total
Year No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays
1982 54 867     3 234     57 1,101
1990         21 1,385     21 1,385
1991         28 2,351     28 2,351
1992         3 500     3 500
1993         17 540     17 540
1996         30 1,644 6 349 36 1,993
2004         35 1,509     35 1,509

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  Air Track Holes
(AT)		 Percussion Holes
(PERC)		 Reverse
Circulation
Holes (RC)		 Core Holes
(DDH)		 Total
Year No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays		 No. of
Holes		 No. of
Assays
2005         7 452     7 452
2007             6 329 6 329
2009             6 217 6 217
2011         72 5,642 10 517 82 6,159
2012     333 4,670     38 2,461 371 7,131
2013             35 2,409 35 2,409
2017             3 146 3 146
2019         29 2,808     29 2,808
2020         130 13,411 6 880 136 14,291
2021         149 23,283 23 2,934 172 26,217
2022         81 13,826     81 13,826
2023         25 2,806     25 2,806
2024         19 1,301     19 1,301
Total: 54 867 333 4,670 649 71,692 133 10,242 1,169 87,471

14.3 Geological Model

The Geological Block Model was constructed based on four wireframe solids that represent the Stockwork mineralization, the Moss Vein, the Ruth Vein and a higher-grade Reynolds Stockwork mineralization. This interpretation was developed by Mr. Gary Wong, P.Eng of PDM Technical Services Ltd. on Northwest facing cross-section. In addition to these wireframe solids, two surfaces were also considered, one representing the Canyon fault and the other representing the geological contact between the Intrusive rocks in the east with the Volcanic rocks in the west.

This geological interpretation was used to code the block model and develop 10 geological domains. Figure 14.1 displays a plan view of the geological model with the 10 geological domains. Figure 14.2 displays a northwest facing vertical cross-section at 6,000 ft northwest (NW). The dip of the Moss and Ruth Veins, along with the dip of the Stockwork can be seen.

The Stockwork mineralization has been divided into three domains, East Stockwork Intrusive, West Stockwork Intrusive and Volcanic Stockwork Intrusive. Inside the East Stockwork, lies the Ruth and Moss Veins. The Moss Vein dips steeply to the south, while the Ruth Vein dips moderately to the north.  Both veins are enveloped by the Stockwork style mineralization.

The drill hole assays were coded using the block model to assign the geological codes that were used to carry out the Exploratory Data Analysis and Variography.

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Figure 14.1
Plan View of the Geological Domains 

C. Keech, CGK Consulting Services, 2025.

Figure 14.2
Sectional View at 6,000 ft Northwest of the Geological Domains

C. Keech, CGK Consulting Services, 2025.

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14.4 Exploratory Data Analysis

Statistical and graphical summaries of the gold and silver grades were produced to understand the distribution of the grades in the deposit. The statistical and graphical summaries include histograms, log-probability plots, side-by-side boxplots, scatterplots, decile analysis plots and contact plots. The assays were separated by mineralised zone to examine the distribution of the gold and silver assay grades. The results of this analysis were used to develop the estimation parameters.

14.4.1 Assays

The assay sample lengths vary from 0.01 ft to 12 ft, with the most common length being 5 ft in length (87% of the data). There are shorter sample intervals that have some high-grade intercepts, which indicates that some samples were taken under geological control, not just at regular 5 ft. Therefore, the outlier assessment and grade capping will be carried out on the composited or regularized data.

There are some sample intervals that have not been assayed, that is they have been given a missing data code of -1.0. These intervals are thought to be low-grade and assaying this material was not required. The approach to infilling these missing sample intervals was to take the average of the assays above and below the sample interval with the missing assay. This adjustment affected 125 sample intervals for gold. There were an additional 845 sample intervals for gold that were assigned a grade of zero, to ensure that when composites are made, there is no smearing of the assays into the un-assayed material. There are still 434 intervals that are missing gold grades and 2,274 intervals that are missing silver grades. Table 14.2 shows a breakdown of the treatment of the sample intervals that are missing assays. 

There are minor changes to average grades of the gold and silver assays with the treatment of the missing or un-assayed sample intervals. Tables 14.3 and 14.4 present the summary statistics before and after the treatment of the missing sample intervals.

Table 14.2
Treatment of Missing Sample Intervals

Database Flag Au Intervals Ag Intervals Description
-1 86,067 84,179 No changes
0 434 2,274 Remains as original value (missing)
1 125 147 Infilled with neighbours
2 845 871 Assigned a zero grade
Total 87,471 87,471  

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Table 14.3
Summary Statistics for Original and In-filled Sample Intervals for Gold

  AU (OPT) AU1 (OPT) Differences
Domain No of
Data		 Average CV No of
Data		 Average CV No of
Data		 % Diff
Avg		 % Diff
CV
1_Volc 5,814 0.0014 4.6878 5,849 0.0014 4.7202 35 0.0% 0.7%
2_E_Intr 5,722 0.0008 6.7860 5,982 0.0007 7.1661 260 -12.5% 5.6%
3_W_Intr 1,421 0.0007 2.1376 1,423 0.0006 2.1403 2 -14.3% 0.1%
4_E_Stkwrk 36,896 0.0047 3.2237 37,433 0.0044 3.3059 537 -6.4% 2.5%
5_W_Strkwrk 15,710 0.0068 1.7266 15,809 0.0067 1.7366 99 -1.5% 0.6%
6_Ruthvn 521 0.0281 3.6612 522 0.0262 3.7959 1 -6.8% 3.7%
7_Mossvn_E 4,805 0.0310 1.6461 4,821 0.0296 1.6959 16 -4.5% 3.0%
8_Mossvn_W 87 0.0055 0.8478 87 0.0055 0.8478 0 0.0% 0.0%
9_Volc_Stkwrk 12,465 0.0057 1.5761 12,483 0.0057 1.5764 18 0.0% 0.0%
10_Reyn_Stkwrk 2,691 0.0098 0.9659 2,693 0.0098 0.9672 2 0.0% 0.1%

Table 14.4
Summary Statistics for Original and In-filled Sample Intervals for Silver

  AG (OPT) AG1 (OPT) Differences
Domain No of
Data		 Average CV No of
Data		 Average CV No of
Data		 % Diff
Avg		 % Diff
CV
1_Volc 5,552 0.0180 4.0500 5,587 0.0180 4.0790 35 0.0% 0.7%
2_E_Intr 5,722 0.0220 3.4700 5,982 0.0200 3.6720 260 -9.1% 5.8%
3_W_Intr 1,421 0.0120 2.1530 1,423 0.0120 2.1550 2 0.0% 0.1%
4_E_Stkwrk 36,710 0.0650 6.8350 37,299 0.0620 6.9720 589 -4.6% 2.0%
5_W_Strkwrk 15,087 0.0730 2.0620 15,177 0.0730 2.0670 90 0.0% 0.2%
6_Ruthvn 521 0.2670 3.7910 522 0.2500 3.9300 1 -6.4% 3.7%
7_Mossvn_E 4,670 0.3790 1.7220 4,691 0.3620 1.7720 21 -4.5% 2.9%
8_Mossvn_W 87 0.0270 1.3530 87 0.0270 1.3530 0 0.0% 0.0%
9_Volc_Stkwrk 12,001 0.0490 2.2230 12,019 0.0490 2.2230 18 0.0% 0.0%
10_Reyn_Stkwrk 2,444 0.0580 1.6930 2,446 0.0580 1.6950 2 0.0% 0.1%

14.4.2 Composites

Analysis of the samples lengths shows that 87% of the assays inside the block model area are 5 ft in length.  Compositing the drill hole assay intervals provide a common sample support for the estimation algorithm. The selected bench height for the block model is 20 ft and often a half bench height (10 ft) is a good choice for a composite length, as there is some variance reduction, but not too much, and there is a reduction in the number of data to be used by the estimation algorithm. Therefore, a 10 ft composite length was chosen for the estimation of gold and silver grades. The compositing started at the collar of the hole and proceeded at 10 ft regular intervals down the drill holes.

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Figure 14.3 displays a side-by-side box plot of the gold grades that have been composited to 10 ft lengths by geological domain.

Figure 14.4 displays a side-by-side box plot of the silver grades that have been composited to 10 ft lengths by geological domain.

Figure 14.3
Ten Foot Composite Summary Statistics for Gold Grade by Domain

Figure 14.4
Ten Foot Composite Summary Statistics for Silver Grade by Domain

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14.4.3 Grade Capping

The assessment of outlier values, that might require adjustment, or capping was carried out using statistical and graphical summaries, including log-probability plots, and decile analysis. A series of possible capping thresholds were considered using the following criteria:

  • All assays greater than the standard deviation, plus the mean value, are reduced to the sum of the standard deviation, plus the mean value.

  • All assays greater than four or five times the mean value are reduced to four or five times the mean value.

  • All assays greater than the value at which a ragged tail begins on the log probability plot are reduced to that value.

  • Decile analysis, reduce all assays from percentiles with more than 10% of the total metal value to the highest value of the next lowest percentile.

For decile analysis, after I.S. Parish, 1997, recommends the following criteria to establish a capping threshold.

  • If the top decile has more than 40% of the metal, cutting the high assays may be warranted.

  • If the top -decile (90% to 100%) has more than twice the metal content of the 80% to 90% decile, cutting may also be appropriate

  • If the top percentile (or the top two or more percentiles each) has greater than 10% of the total metal content, then cutting (clipping, capping, top-cutting, upper-cutting or adjusting) is warranted.

  • Decile analysis, reduce all assays from percentiles with more than 10% of the total metal value to the highest value of the next lowest percentile.

The above criteria were considered, and a capping threshold was selected based on the assessment of both the summary statistics, log-probability plots and decile analysis.

Figure 14.5 displays a log-probability plot for the gold 10 ft composites in Domain 7 - Moss Vein. This graph shows three grade distributions in the 10ft gold composites. Two of these distributions are highlighted with a red line showing the trend of the gold grade distributions. The highest-grade distribution is highlighted with a green ellipse indicating the outlier grades.

Figure 14.6 displays a decile analysis plot for the 10ft composite gold grades for Domain 7 - Moss Vein.  The upper decile contains more that 40% of the metal and grade capping is warranted. The capping threshold based on the decile analysis would be 0.193 oz/ton.

Comparing this capping threshold to the distribution shown in Figure 14.5, it was decided to select a capping threshold of 0.30 oz/ton Au was chosen for the Domain 7 - Moss Vein gold grades.

Moss Mine Project 130 February 27, 2026
Mako Mining Corp.

Figure 14.5
Log-Probability Plot of Gold Grade 10 Foot Composites for Domain 7 - Moss Vein

Figure 14.6
Decile Analysis of Gold Grade 10 Foot Composites for Domain 7 - Moss Vein

Moss Mine Project 131 February 27, 2026
Mako Mining Corp.

This assessment process was employed for all the Domains for both Gold and Silver 10 ft composite grades. Table 14.5 presents the capping thresholds for gold and Table 14.6 presents the capping thresholds for silver.

Table 14.5
Summary Statistics and Capping Grades for Gold (oz/ton) by Domain

Domain

No. of
Data

Avg
Grade

CV

Cap
Grade

No.
Capped

Cap Avg
Grade

Cap CV

Avg
Ratio

CV Ratio

1_Volc

2,963

0.0015

3.5185

0.0500

4.0

0.0014

2.3515

0.9333

0.66832

2_E_Intr

3,210

0.0008

5.1267

0.0300

6.0

0.0007

3.0016

0.8750

0.58548

3_W_Intr

7,22

0.0007

1.5653

0.0090

4.0

0.0007

1.5410

1.0000

0.98448

4_E_Stkwrk

2,0338

0.0045

2.7869

0.2000

6.0

0.0045

2.4993

1.0000

0.89680

5_W_Strkwrk

8,041

0.0068

1.4269

0.1000

7.0

0.0068

1.3292

1.0000

0.93153

6_Ruthvn

305

0.0264

3.0591

0.2000

4.0

0.0216

1.6703

0.8182

0.54601

7_Mossvn_E

2,719

0.0297

1.4500

0.3000

5.0

0.0294

1.3558

0.9899

0.93503

8_Mossvn_W

59

0.0056

0.6984

0.0200

1.0

0.0056

0.6879

1.0000

0.98497

9_Volc_Stkwrk

5,972

0.0058

1.2604

0.1000

3.0

0.0058

1.2306

1.0000

0.97636

10_Reyn_Stkwrk

1,229

0.0099

0.7916

0.1000

0.0

0.0099

0.7916

1.0000

1.00000

Table 14.5 shows the uncapped average gold grade for Domain7 of 0.0297 oz/ton with a coefficient of variation (CV) of 1.45. A total of 5 composites were capped which results in a reduction of the average 0.0294 oz/ton, about 1% of metal and a reduction of the CV of approximately 7%.

Table 14.6 shows the uncapped average silver grade for Domain 7 of 1.5956 oz/ton with a coefficient of variation (CV) of 1.694. A total of 1 composite was capped which results in a reduction of the average 1.4317 oz/ton, about 11% of metal and a reduction of the CV of approximately 15%.

Table 14.6
Summary Statistics and Capping Grades for Silver (oz/ton) by Domain

Domain

No. of
Data

Avg
Grade

CV

Cap
Grade

No.
capped

Cap Avg
Grade

Cap CV

Avg
Ratio

CV Ratio

1_Volc

2,831

0.0178

3.5520

0.4000

4.0

0.0166

1.7026

0.9326

0.47934

2_E_Intr

3,210

0.0195

2.9239

0.3000

11.0

0.0179

1.5832

0.9179

0.54147

3_W_Intr

722

0.0120

1.8031

0.2000

2.0

0.0119

1.7547

0.9917

0.97316

4_E_Stkwrk

20,263

0.0623

5.7797

3.0000

3.0

0.0598

2.2320

0.9599

0.38618

5_W_Strkwrk

7,690

0.0733

1.7754

2.0000

3.0

0.0732

1.7544

0.9986

0.98817

6_Ruthvn

305

0.2499

3.1624

3.0000

1.0

0.2180

1.8331

0.8723

0.57965

7_Mossvn_E

2,648

1.5956

1.6941

6.0000

1.0

0.3586

1.4317

0.2247

0.84511

8_Mossvn_W

59

0.0270

1.1171

0.1500

1.0

0.0265

1.0468

0.9815

0.93707

9_Volc_Stkwrk

5,735

0.0486

1.8074

1.5000

3.0

0.0483

1.6999

0.9938

0.94052

10_Reyn_Stkwrk

1,103

0.0578

1.4047

0.8000

1.0

0.0570

1.1286

0.9862

0.80345

Moss Mine Project 132 February 27, 2026
Mako Mining Corp.

14.4.4 Contact Analysis

Contact analysis plots are used to assess the behaviour of the gold and silver grades across the boundary of two different geological domains. For the Moss Mine, it is the boundaries between the mineralised domains, Stockwork, Ruth Vein, and Moss Vein, and the unmineralized domains of Volcanic and Intrusive that are important.  As well, the contact between the Stockwork and Ruth and Moss Veins are also important to understand.

Contact Plots by domain examine the boundary conditions where there could be sharing of composites across a geological contact (soft) or no sharing of composites across a geological contact (hard) for block model grade interpolation. Consideration is given to the behaviour of the grades close to the contact and to the average grade for each geological domain.

Figure 14.7 shows an example of a contact plot comparing the 10ft gold composites across domain 4, East Stockwork, and domain 7, Moss Vein. The average gold grade in domain 4 is 0.0046 oz/ton, while the average grade in domain 7 is 0.0294 oz/ton. This is a grade ratio of about 6 times.  The behaviour of the line graph near the contact shows a sudden increase in grade across the geological contact. From this graph and statistical summaries, it appears that there should not be any sharing of 10ft gold grade composites across this boundary for block model grade estimation. That is the contact should be a hard boundary.

Figure 14.7
Contact Plot between East Stockwork (4) and Moss Vein (7) for Gold Gra

Moss Mine Project 133 February 27, 2026
Mako Mining Corp.

Table 14.7 presents a summary of the results of the contact plot analysis for the 10 ft composite gold grades. In general, the contacts are principally hard boundaries, that is no sharing of gold grades across the geological domain boundaries. While there are three contacts that could be considered soft, it was decided that there was no benefit in sharing the gold grades across these boundaries for block model gold and silver grade estimation.

Table 14.7
Summary of Boundary Conditions for Grade Estimation

Domain 1

Domain 2

Avg 1 Au
oz/ton

Avg 2 Au
oz/ton

Avg.
Ratio

Possible
Boundary

Final
Boundary

1_Volc

9_Volc_Stkwrk

0.0015

0.0058

3.87

Hard

Hard

9_Volc_Stkwrk

10_Reyn_Stkwrk

0.0058

0.0099

1.71

Hard

Hard

1_Volc

3_W_Intr

0.0015

0.0007

2.14

Hard

Hard

9_Volc_Stkwrk

5_W_Strkwrk

0.0058

0.0068

1.17

Soft

Hard

3_W_Intr

2_E_Intr

0.0060

0.0070

1.17

Soft

Hard

3_W_Intr

5_W_Strkwrk

0.0007

0.0068

9.71

Hard

Hard

5_W_Strkwrk

4_E_Stkwrk

0.0068

0.0046

1.48

Hard

Hard

5_W_Strkwrk

8_Mossvn_W

0.0068

0.0056

1.21

Soft

Hard

8_Mossvn_W

7_Mossvn_E

0.0053

0.0294

5.55

Hard

Hard

2_E_Intr

4_E_Stkwrk

0.0009

0.0046

5.11

Hard

Hard

4_E_Stkwrk

6_Ruthvn

0.0046

0.0265

5.76

Hard

Hard

4_E_Stkwrk

7_Mossvn_E

0.0046

0.0294

6.39

Hard

Hard

14.4.5 Density

A total of 506 specific gravity determinations were performed on drill core samples collected from material within the mineralized zones. These determinations were performed by ALS Chemex laboratory using unsealed immersion technique to measure the weight of each sample in air and in water (ALS Chemex standard OA-GRA08).

Previous work with the 506 SG determinations has shown that material within 40 ft of the surface has a lower dry bulk density of 2.51 g/cm and that material below 40 ft depth has a higher dry bulk density of 2.58 g/cm.

However, a tonnage factor of 12.35 cu-ft/short ton has been used by Moss Mine since the mine opened, and this factor has proven to be sufficiently accurate to be considered reliable in estimating the mined tonnage.  This is equivalent to a dry density of 2.59 g/cm.

Consequently, for this mineral resource estimate, the QP for this section of the report recommends continuing the use of 12.35 cu-ft/short ton as the tonnage factor for estimating all in-situ tonnage estimated in the block model.

Moss Mine Project 134 February 27, 2026
Mako Mining Corp.

14.5 Spatial Analysis - Variography

The spatial data analysis was carried out using Geostokos Toolkit® software using traditional semi-variogams on the log of gold and the log of silver. Taking the logarithm of highly skewed gold and silver grades, produces more stable semi-variograms. The experimental semi-variograms were computed for the principal compass directions using an angular tolerance of -+/- 22.5 degrees, with a lag of 20 ft for 50 lags. Semi-variogram models were developed for each of the geological domain and the directions of continuity observed from the semi-variograms was used to establish the search strategy and kriging plan for the estimation of gold and silver block grade estimates in the block model.

Figure 14.8 displays an example of the experimental semi-variograms and fitted model for geological domain 4, East Intrusive Stockwork, for 10 ft composited gold grades. The semi-variogram maps are shown at the top and to the left of the fitted semi-variograms. From the semi-variogram maps the mineralization trends just north of west, with a moderate dip to the south. This directional anisotropy was fitted to the directional semi-variograms as shown in the lower-left part of Figure 14.8.

This methodology was employed for all domains and for both gold and silver using the 10 ft composites.

Figure 14.8
Semi-Variogram Maps, Dir. Semi-Variograms and Fitted Models for Au Domain 04

C. Keech, CGK Consulting Services, 2025.

14.5.1 Gold Grade Variography

Table 14.8 presents a summary of the semi-variogram models for gold developed for each of the 10 geological domains. These semi-variogram models for gold have been normalized to a sill of 1.0 for convenience. This normalization will not affect the shape of the semi-variogram models. Each experimental semi-variogram for gold has been fitted with a nugget effect and two spherical models. The ranges are given in feet, and the rotation convention is (ZXY, LRL) in degrees and follows the order Z, X, Y using the left, right, left rotation directions. Dips are negative downwards.

Moss Mine Project 135 February 27, 2026
Mako Mining Corp.

Table 14.8
Semi-Variogram Models for Gold by Domain

AU - Normalized Co C1 C2 C a11 a12 a13 a21 a22 a23 rot1 rot2 rot3
1_Volc 0.2757 0.2667 0.4576 1.0000 60 60 60 400 400 100 100 0 -90
2_E_Intr 0.2860 0.2182 0.4958 1.0000 200 170 150 1500 1500 450 100 0 -80
3_W_Intr 0.2115 0.2571 0.5314 1.0000 22 22 22 500 500 250 100 0 -90
4_E_Stkwrk 0.1614 0.2957 0.5430 1.0000 87 87 87 1500 635 400 100 0 -60
5_W_Strkwrk 0.2134 0.3146 0.4720 1.0000 55 55 55 2000 690 400 100 0 -60
6_Ruthvn 0.2452 0.2542 0.5006 1.0000 300 85 300 1500 1500 685 280 0 -60
7_Mossvn_E 0.2809 0.5594 0.1596 1.0000 80 40 80 600 600 165 100 0 -60
8_Mossvn_W 0.1616 0.3393 0.4991 1.0000 52 26 52 230 230 115 100 0 -60
9_Volc_Stkwrk 0.2578 0.2146 0.5276 1.0000 66 66 66 900 900 325 100 0 -45
10_Reyn_Stkwrk 0.3374 0.2781 0.3845 1.0000 150 40 80 500 230 100 135 0 -45

Figure 14.9 shows the experimental semi-variograms with their fitted models for each of the 10 domains.

14.5.2 Silver Grade Variography

Table 14.9 presents a summary of the semi-variogram models for silver developed for each of the 10 geological domains. These semi-variogram models for silver have been normalized to a sill of 1.0 for convenience. This normalization will not affect the shape of the semi-variogram models. Each experimental semi-variogram for silver has been fitted with a nugget effect and two spherical models. The ranges are given in feet, and the rotation convention is (ZXY, LRL) in degrees and follows the order Z, X, Y using the left, right, left rotation directions. Dips are negative downwards.

Table 14.9
Semi-Variogram Models for Silver by Domain

AG1 Co C1 C2 C a11 a12 a13 a21 a22 a23 rot1 rot2 rot3
1_Volc 0.2132 0.5331 0.2537 1.0000 200 200 105 875 875 220 100 0 -90
2_E_Intr 0.2245 0.2296 0.5459 1.0000 100 100 20 600 600 150 100 0 -80
3_W_Intr 0.2842 0.1456 0.5702 1.0000 400 400 187 900 900 510 100 0 -90
4_E_Stkwrk 0.1419 0.3269 0.5312 1.0000 120 90 60 1100 515 275 100 0 -60
5_W_Strkwrk 0.1835 0.0581 0.7584 1.0000 70 70 70 1200 575 375 100 0 -60
6_Ruthvn 0.4895 0.1566 0.3540 1.0000 300 100 115 1500 750 400 280 0 -60
7_Mossvn_E 0.2750 0.4463 0.2787 1.0000 40 20 40 300 300 100 100 0 -60

Moss Mine Project 136 February 27, 2026
Mako Mining Corp.

AG1 Co C1 C2 C a11 a12 a13 a21 a22 a23 rot1 rot2 rot3
8_Mossvn_W 0.2988 0.1960 0.5052 1.0000 98 45 98 475 475 250 100 0 -60
9_Volc_Stkwrk 0.2459 0.2541 0.5000 1.0000 150 95 150 1000 1000 450 100 0 -45
10_Reyn_Stkwrk 0.2608 0.3662 0.3730 1.0000 200 40 40 1500 800 250 135 0 -45

Figure 14.10 displays the experimental semi-variograms with their fitted models for each of the 10 domains.

Figure 14.9
9 Experimental Semi-Variogram and Fitted Model for Gold Grades

C. Keech, CGK Consulting Services, 2025.

Moss Mine Project 137 February 27, 2026
Mako Mining Corp.

Figure 14.10
Experimental Semi-Variogram and Fitted Model for Silver Grades

C. Keech, CGK Consulting Services, 2025

Moss Mine Project 138 February 27, 2026
Mako Mining Corp.

14.6 Block Model

A 3D block model was constructed using MineSight® 15.4 software with the dimensions shown in Table 14.10. The block size was chosen to reflect a potential selective mining unit (SMU) of 20 ft x 20 ft x 20 ft, given the anticipated open-pit mining scenario. The block model covers an area of approximately 10,000 ft by 4,000 ft in plan view, and approximately 2,200 ft vertically. The block model coordinates are in local coordinates, which are based on Arizona State Plane West Zone, 0203; UTM 12.

The estimation of gold and silver grades was carried out using ordinary kriging in MineSight® 15.4 software using a three-pass search strategy to use the most local 10ft composite data to a block location being estimated.

Table 14.10
Block Model Definition for Moss Mine Project

 

Minimum (ft)

Maximum (ft)

Unit Block Size (ft)

Number of Blocks

Easting

487,010.00

497,010.00

20 ft

500

Northing

1,490,010.00

1,493,930.00

20 ft

196

Elevation

500.00

2,720.00

20 ft

99

14.6.1 Gold Grade Estimation Parameters

The following is a summary of the parameters used to estimate the block gold grades by domain in the block model.

• Capped gold grade 10 ft composites were used for ordinary kriging into the blocks in the model for domains 1, 2, 3, 4, 5, 6, 7, 8, 9, 10.

• In addition to capping the 10 ft gold composite grades, an outlier restriction of 40 ft was used for domains 1, 2, 3, and 10; and an outlier restriction of 60 ft was used for domains 4, 5 and 9 (Stockwork). The grade thresholds for the outlier restriction were taken from the Decile Analysis results. No outlier restrictions were used for domains 6, 7 and 8 (Ruth and Moss Veins).

• Geological boundaries are based on the domain wireframes, and the domain codes were assigned to the block model and used to control the selection of the 10 ft composites and the blocks to be estimated. There was no sharing of composites across the domain boundaries.

• Spatial 3D mathematical models were fitted to the experimental semi-variograms for each of the domains and used for ordinary kriging of the blocks in the model.

• A three-pass search strategy was used with the ranges based on the drill hole spacing and semi-variogram models. The search ellipsoids were expanded to ensure a reasonable amount of the blocks in each domain were estimated.

• A minimum of four and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 1.

• A minimum of eight and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 2.

Moss Mine Project 139 February 27, 2026
Mako Mining Corp.

• A minimum of 12 and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 3.

Table 14.11
Kriging Plan for Gold Grades - Pass 3 Parameters

DOMAIN D01 D02 D03 D04 D05 D06 D07 D08 D09 D10
MIN CMP 12 12 12 12 12 12 12 12 12 12
MAX CMP 16 16 16 16 16 16 16 16 16 16
MAX PER HOLE 4 4 4 4 4 4 4 4 4 4
MAX PER OCT 4 4 4 4 4 4 4 4 4 4
SRCH - MAJOR 200 200 200 200 200 200 200 200 200 200
SRCH - MINOR 200 200 200 200 200 200 200 200 200 200
SRCH - VERTICAL 100 100 100 100 100 100 100 100 100 100
ROT1 - Z 100 100 100 100 100 280 100 100 100 135
ROT2 - X 0 0 0 0 0 0 0 0 0 0
ROT3 - Y -90 -80 -90 -60 -60 -60 -60 -60 -45 -45
OUTLIER CUTOFF 0.023 0.022 0.009 0.063 0.047 0.397 0.193 0.021 0.033 0.044
OUTLIER DISTANCE 40 40 40 60 60 1000 1000 1000 60 60
VARIOGRAM FILE 1-AU.PAR 2-AU.PAR 3-AU.PAR 4-AU.PAR 5-AU.PAR 6-AU.PAR 7-AU.PAR 8-AU.PAR 9-AU.PAR 10-AU.PAR
BLOCK DOMAIN 1 2 3 4 5 6 7 8 9 10
COMPOSITE DOMAIN 1 2 3 4 5 6 7 8 9 10

Note: The rotation convention is (ZXY, LRL) in degrees and follows the order Z, X, Y using the left, right, left rotation directions. Dips are negative downwards.

14.6.2 Silver Grade Estimation Parameters

The following is a summary of the parameters used to estimate the block silver grades by domain in the block model.

• Capped silver grade 10ft composites were used for ordinary kriging into the blocks in the model for domains 1, 2, 3, 4, 5, 6, 7, 8, 9, 10.

• In addition to capping the 10ft silver composite grades, an outlier restriction of 40ft was used for domains 1, 2, 3, and 10; and an outlier restriction of 60ft was used for domains 4, 5 and 9 (Stockwork).  The grade thresholds for the outlier restriction were taken from the Decile Analysis results.  No outlier restrictions were used for domains 6, 7 and 8 (Ruth and Moss Veins).

• Geological boundaries are based on the domain wireframes, and the domain codes were assigned to the block model and used to control the selection of the 10ft composites and the blocks to be estimated.  There was no sharing of composites across the domain boundaries.

Moss Mine Project 140 February 27, 2026
Mako Mining Corp.

• Spatial 3D mathematical models were fitted to the experimental semi-variograms for each of the domains and used for ordinary kriging of the blocks in the model.

• A three-pass search strategy was used with the ranges based on the drill hole spacing and semi-variogram models. The search ellipsoids were expanded to ensure a reasonable amount of the blocks in each domain were estimated.

• A minimum of four and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 1.

• A minimum of eight and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 2.

• A minimum of 12 and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 3.

Table 14.12
Kriging Plan for Silver Grades - Pass 3 Parameters

DOMAIN D01 D02 D03 D04 D05 D06 D07 D08 D09 D10
MIN CMP 12 12 12 12 12 12 12 12 12 12
MAX CMP 16 16 16 16 16 16 16 16 16 16
MAX PER HOLE 4 4 4 4 4 4 4 4 4 4
MAX PER OCT 4 4 4 4 4 4 4 4 4 4
SRCH - MAJOR 200 200 200 200 200 200 200 200 200 200
SRCH - MINOR 200 200 200 200 200 200 200 200 200 200
SRCH - VERTICAL 100 100 100 100 100 100 100 100 100 100
ROT1 - Z 100 100 100 100 100 280 100 100 100 135
ROT2 - X 0 0 0 0 0 0 0 0 0 0
ROT3 - Y -90 -80 -90 -60 -60 -60 -60 -60 -45 -45
OUTLIER CUTOFF 0.121 0.13 0.121 0.656 0.57 2.485 2.491 0.117 0.375 0.595
OUTLIER DISTANCE 40 40 40 60 60 1000 1000 1000 60 60
VARIOGRAM FILE 1-AG.PAR 2-AG.PAR 3-AG.PAR 4-AG.PAR 5-AG.PAR 6-AG.PAR 7-AG.PAR 8-AG.PAR 9-AG.PAR 10-AG.PAR
BLOCK DOMAIN 1 2 3 4 5 6 7 8 9 10
COMPOSITE DOMAIN 1 2 3 4 5 6 7 8 9 10

14.6.3 Density Model

A constant tonnage factor of 12.35 cu-ft/short ton was used for estimating all in-situ tonnage estimated in the block model.

Moss Mine Project 141 February 27, 2026
Mako Mining Corp.

14.6.4 Block Model Validation

The block model gold and silver grade estimates were validated using a series of statistical and graphical methods. These include a check of the global average using the nearest neighbour (NN) block grade estimates, compared with the inverse distance squared (ID2) and ordinary kriged (OK) block grade estimates, a check of the global trends using swath plots, a volume-variance check to determine the variability of the block grade estimates, and a visual validation in plan and section to confirm that the estimates honoured the composite grades, domain and zone boundary conditions and the kriging plan.

14.6.4.1 Global Average Validation

The global average for the gold and silver block grade estimates should be the same for the three different estimation methodologies, OK, ID2, and NN. Table 14.13 presents summary statistics by geological domain for the kriged block gold grade estimates (AUOK), the inverse distance squared (AUID) block gold grade estimates and the nearest neighbour block gold grade estimates (AUNN). There is good agreement between the overall average grades between the AUNN and AUOK and acceptable agreement between the average grades for each estimation methodology for each geological domain. Therefore, the block model grade gold estimates pass this assessment.

Table 14.13 
Summary Statistics for Estimated Gold Grades by Domain

  Mean Std. Dev. AUOK/AUNN
Domain No of Blks % Estm AUOK AUID AUNN AUOK AUID AUNN Mean
1 413502 11.1% 0.0011 0.0011 0.0012 0.0011 0.0011 0.0020 0.917
2 549458 10.0% 0.0008 0.0008 0.0007 0.0008 0.0008 0.0016 1.143
3 148976 18.1% 0.0010 0.0009 0.0011 0.0009 0.0008 0.0017 0.909
4 306562 97.6% 0.0037 0.0037 0.0036 0.0043 0.0044 0.0074 1.028
5 132586 98.5% 0.0046 0.0046 0.0048 0.0034 0.0038 0.0064 0.958
6 2522 100% 0.0237 0.0246 0.0235 0.0154 0.0182 0.0320 1.009
7 27349 88.2% 0.0214 0.0218 0.0205 0.0177 0.0196 0.0316 1.044
8 1665 81.8% 0.0039 0.0038 0.0041 0.0020 0.0022 0.0023 0.951
9 284501 94.8% 0.0050 0.0050 0.0052 0.0030 0.0032 0.0057 0.962
10 22702 99.2% 0.0092 0.0092 0.0089 0.0035 0.0038 0.0073 1.034
TOTAL 1889823 17.4% 0.0027 0.0027 0.0027 0.0045 0.0047 0.0066 1.000

Table 14.13 presents summary statistics by geological domain for the kriged block silver grade estimates (AGOK), the inverse distance squared (AGID) block silver grade estimates and the nearest neighbour block silver grade estimates (AGNN). There is good agreement between the overall average grades between the AGNN and AGOK and acceptable agreement between the average grades for each estimation methodology and for each geological domain. Therefore, the block model silver grade estimates pass this assessment.

Moss Mine Project 142 February 27, 2026
Mako Mining Corp.

Table 14.14 
Summary Statistics for Estimated Silver Grades by Domain

 

Mean

Std. Dev.

AUOK/AUNN

Domain

No of Blks

% Estm

AGOK

AGID

AGNN

AGOK

AGID

AGNN

Mean

1

387,615

10.4%

0.0105

0.0105

0.0109

0.0066

0.0071

0.0127

0.963

2

549,140

10.0%

0.0143

0.0140

0.0137

0.0110

0.0113

0.0180

1.044

3

148,870

18.1%

0.0101

0.0099

0.0117

0.0067

0.0067

0.0158

0.863

4

306,479

97.6%

0.0473

0.0475

0.0469

0.0554

0.0575

0.0975

1.009

5

132,522

98.5%

0.0429

0.0433

0.0436

0.0537

0.0567

0.0891

0.984

6

2,522

100%

0.2671

0.2706

0.2254

0.1841

0.2223

0.3495

1.185

7

27,349

88.2%

0.3068

0.3133

0.2914

0.2627

0.3165

0.4715

1.053

8

1,650

81.0%

0.0148

0.0146

0.0131

0.0143

0.0156

0.0162

1.130

9

284,501

94.8%

0.0363

0.0361

0.0370

0.0287

0.0307

0.0517

0.981

10

22,702

99.2%

0.0514

0.0514

0.0511

0.0210

0.0232

0.0463

1.006

TOTAL

1,863,350

17.1%

0.0291

0.0291

0.0289

0.0583

0.0635

0.0863

1.007

14.6.4.2 Swathplots

Swath plots were generated to determine if the block model gold grade estimates honoured the local trends in gold grade. A swath is the average of the nearest neighbour gold estimates (AUNN) and ordinary kriged gold grade estimates (AUOK) for collections of blocks. The swath width is 100 ft or five blocks in easting, 100 ft or 5 blocks in northing, and 40 ft or two blocks in elevation. The average swath grade is then plotted versus the easting, northing, and elevation coordinates. There should be reasonable agreement between the trends of the two block grade estimates.

Figure 14.11 displays a series of swath plots for gold for Domain 4 - East Intrusive Stockwork. The left-hand graph shows the swath plot in Easting, the centre graph shows the swath plot in Northing, and the right-hand graph shows the swath plot by elevation. In general, there is good agreement between the nearest neighbour block gold grade estimates and the ordinary kriged block gold grade estimates. That is, the global trend for gold in Domain is honoured by the kriging plan.

Swath plots were generated for both gold and silver for each domain and assessed to ensure that the grade trends were honoured. The results of the swath plot analysis shows that there is good agreement for both the gold and silver block grade estimates.

14.6.4.3 Volume Variance

It is important to assess the block model gold grade estimate variability to determine if the variability reflects the variability of the proposed Selective Mining Unit (SMU) of 20 ft by 20 ft by 20 ft. The ideal variability of the gold block grade estimates is determined from nearest neighbour gold block grade estimates which are corrected to SMU variability using a methodology known as the indirect lognormal correction (ILC). The ILC corrected block gold grade estimates (ILCAU) become the reference point to which the ordinary kriged gold block grade estimates can be compared.

Moss Mine Project 143 February 27, 2026
Mako Mining Corp.

Figure 14.11
Swath Plot of Gold Grades for Domain 4

C. Keech, CGK Consulting Services, 2025.

If there was perfect selectivity at the 20 ft by 20 ft by 20 ft block size, then the expectation would be to have the variability of the AUOK estimates be the same as the ILCAU estimates. However, there will also be some mixing of material at the block edges so there will be some dilution, which will result in the AUOK estimates being less variable than the ILCAU estimates. A target difference in ratio between the AUOK and ILCAU estimates is 0.85. Table 14.15 shows the summary statistics for the AUOK, AUNN, and ILCAU block gold grade estimates. The overall ratio between the AUOK and ILCAU estimates is 0.776, which indicates the kriged estimates are likely over-smoothed and will likely need a volume-variance adjustment to make the kriged estimates more variable.

Table 14.16 displays summary statistics for the variance corrected block gold grade estimates (AUOPT). A correction was tailored to the block grade estimates of each domain to arrive at an overall variance ratio of 0.83, which is considered acceptable for this style of mineralization and the planned level of selection in the open-pit mining methodology.

Table 14.15
Summary Statistics for Block Model Estimates - Volume-Variance Assessment

 

 

Mean

Std. Dev.

AUOK/LCAU

AUOK/ILCAU

Domain

No. of Blks

% Estm

AUOK

AUNN

ILCAU

AUOK

AUNN

ILCAU

Ave.

Std. Dev

1

413,502

11.1%

0.0011

0.0012

0.0011

0.0011

0.0020

0.0014

1.0000

0.786

2

549,458

10.0%

0.0008

0.0007

0.0008

0.0008

0.0016

0.0014

1.0000

0.571

3

148,976

18.1%

0.0010

0.0011

0.0010

0.0009

0.0017

0.0012

1.0000

0.750

Moss Mine Project 144 February 27, 2026
Mako Mining Corp.

 

 

Mean

Std. Dev.

AUOK/LCAU

AUOK/ILCAU

Domain

No. of Blks

% Estm

AUOK

AUNN

ILCAU

AUOK

AUNN

ILCAU

Ave.

Std. Dev

4

306,562

97.6%

0.0037

0.0036

0.0038

0.0043

0.0074

0.0068

1.0270

0.632

5

132,586

98.5%

0.0046

0.0048

0.0046

0.0034

0.0064

0.0051

1.0000

0.667

6

2,522

100%

0.0237

0.0235

0.0235

0.0154

0.0320

0.0289

0.9916

0.533

7

27,349

88.2%

0.0214

0.0205

0.0205

0.0177

0.0316

0.0257

0.9579

0.689

8

1,665

81.8%

0.0039

0.0041

0.0039

0.0020

0.0023

0.0017

1.0000

1.176

9

284,501

94.8%

0.0050

0.0052

0.0050

0.0030

0.0057

0.0046

1.0000

0.652

10

22,702

99.2%

0.0092

0.0089

0.0091

0.0035

0.0073

0.0056

0.9891

0.625

TOTAL

1,889,823

17.4%

0.0027

0.0027

0.0027

0.0045

0.0066

0.0058

1.0000

0.776

Table 14.16 
Summary Statistics for Block Model Estimates - Corrected Volume-Variance

    Mean Std. Dev. AUOPT/ILCAU AUOPT/ILCAU
Domain No. of Blks % Estm AUOK ILCAU AUOPT AUOK ILCAU AUOPT Mean Std. Dev
1 413,502 11.1% 0.0011 0.0011 0.0012 0.0011 0.0014 0.0010 1.091 0.714
2 549,458 10.0% 0.0008 0.0008 0.0008 0.0008 0.0014 0.0010 1.000 0.714
3 148,976 18.1% 0.0010 0.0010 0.0010 0.0009 0.0012 0.0008 1.000 0.667
4 306562 97.6% 0.0037 0.0038 0.0038 0.0043 0.0068 0.0052 1.000 0.765
5 132,586 98.5% 0.0046 0.0046 0.0046 0.0034 0.0051 0.0039 1.000 0.765
6 2,522 100% 0.0237 0.0235 0.0236 0.0154 0.0289 0.0209 1.004 0.723
7 27,349 88.2% 0.0214 0.0205 0.0211 0.0177 0.0257 0.0191 1.029 0.743
8 1,665 81.8% 0.0039 0.0039 0.0039 0.0020 0.0017 0.0013 1.000 0.765
9 284,501 94.8% 0.0050 0.0050 0.0050 0.0030 0.0046 0.0034 1.000 0.739
10 22,702 99.2% 0.0092 0.0091 0.0091 0.0035 0.0056 0.0043 1.000 0.768
TOTAL 1,889,823 17.4% 0.0027 0.0027 0.0027 0.0045 0.0058 0.0048 1.000 0.828

Figure 14.11 displays grade-tonnage curves for the perfect selection of the ILCAU in black, the AUOK smoothed estimates in red, and the variance corrected block gold grade estimates in green. The graphs shows that the variance corrected block gold grade estimates have a higher average grade and fewer tonnes at the same cutoff grades from 0.002 oz/ton Au to 0.010 oz/ton Au, which is what was desired. From the grade-tonnage curves in Figure 14.11, it appears that there is an appropriate amount of variability in the AUOPT block gold grade estimates to be appropriate for a 20 ft by 20 ft by 20 ft SMU, including some dilution.

Moss Mine Project 145 February 27, 2026
Mako Mining Corp.

Figure 14.12
Grade-Tonnage Curve - for all Block Gold Grade Estimates

14.6.4.4 Visual Validation

A series of plans and sections were generated to compare the block gold and silver grade estimates with the 10 ft capped gold and silver composites. This was done to confirm that the block model gold and silver estimates honoured the composite grades, domain boundaries and the kriging plan.

Figure 14.13 displays a plan view at 1,710 ft elevation showing the block gold grade estimates and the section lines. Figures 14.14 to 14.16 display northwest facing cross-sections of block gold grade estimates and 10 ft gold composites. There is good agreement between the 10 ft gold composites and the block gold grade estimates. From these figures, it appears that the hard-boundary conditions and the kriging plan search strategy are working as intended.

Moss Mine Project 146 February 27, 2026
Mako Mining Corp.

Figure 14.13
Plan View at the 1,710 Foot Elevation. of Gold Block Grade Estimates

C. Keech, CGK Consulting Services, 2025.

Figure 14.14
Section 6,000 Feet NW - Block Gold Grade Estimates

C. Keech, CGK Consulting Services, 2025.

Moss Mine Project 147 February 27, 2026
Mako Mining Corp.

Figure 14.15
Section 7,000 Feet NW - Block Gold Grade Estimates

C. Keech, CGK Consulting Services, 2025.

Figure 14.16
Section 11,000 Feet NW - Block Gold Grade Estimates

C. Keech, CGK Consulting Services, 2025.

Moss Mine Project 148 February 27, 2026
Mako Mining Corp.

14.6.4.5 Blasthole Model

To help validate the block gold grade estimates, the blasthole data was imported into MineSight and a blasthole block model gold grade estimate was made using an inverse squared distance methodology. Then a comparison was made between the grade and tons forecast by the blasthole model and the grade and tons forecast by the drill hole block grade estimates.

Table 14.17 presents the results of tabulation at various cutoffs. At the 0.005 oz/ton Au cutoff, the blasthole block model estimates 31 million tons grading 0.0149 oz/ton Au, while the drill hole block model estimates 34.6 million tons grading 0.0136 oz/ton Au. That is the drill hole block model estimates more tons at a lower grade but does estimate close to the contained metal estimated by the blasthole model.

Table 14.17
Comparison of Blasthole and Drill Hole Block Models

CUT-OFFS
AU
OZ/TON		 000
TONS		 BHAU CUT-
OFFS AU
OZ/TON		 000 TONS AUOPT 000 TONS
RATIO		 GRADE
RATIO		 METAL
RATIO
>=  0.001 49,543 0.0104 >=  0.001 49,484 0.0104 0.9988 1.0000 0.9988
>=  0.002 44,303 0.0114 >=  0.002 45,821 0.0111 1.0343 0.9737 1.0070
>=  0.003 39,764 0.0125 >=  0.003 42,376 0.0118 1.0657 0.9440 1.0060
>=  0.004 35,306 0.0136 >=  0.004 38,577 0.0126 1.0926 0.9265 1.0123
>=  0.005 31,049 0.0149 >=  0.005 34,645 0.0136 1.1158 0.9128 1.0185
>=  0.006 26,949 0.0163 >=  0.006 30,372 0.0147 1.1270 0.9018 1.0164
>=  0.007 23,190 0.0179 >=  0.007 25,814 0.0162 1.1132 0.9050 1.0074
>=  0.008 19,885 0.0196 >=  0.008 21,872 0.0177 1.0999 0.9031 0.9933
>=  0.009 16,999 0.0215 >=  0.009 18,180 0.0196 1.0695 0.9116 0.9750
>=  0.010 14,514 0.0236 >=  0.010 15,455 0.0214 1.0648 0.9068 0.9656
>=  0.011 12,475 0.0257 >=  0.011 13,118 0.0234 1.0515 0.9105 0.9574
>=  0.012 10,791 0.0280 >=  0.012 11,175 0.0255 1.0356 0.9107 0.9431
>=  0.013 9,428 0.0302 >=  0.013 9,648 0.0275 1.0233 0.9106 0.9318
>=  0.014 8,353 0.0324 >=  0.014 8,498 0.0294 1.0174 0.9074 0.9232
>=  0.015 7,434 0.0346 >=  0.015 7,520 0.0314 1.0116 0.9075 0.9180

Figures 14.17 and 14.18 display block gold grade estimates with the former showing the blasthole block model gold grade estimates and the later showing the drill hole block model gold grade estimates.  A visual comparison between the two shows that the block grade estimates are reasonably similar.

The QP for this section of the report feels that this comparison is acceptable based on the similar amount of estimated contained metal and the similarity of the block grade estimates shown in Figures 14.17 and 14.18.

Moss Mine Project 149 February 27, 2026
Mako Mining Corp.

Figure 14.17
Cross-Section at 6,000 Feet NW of Blasthole Block Model Gold Grades

C. Keech, CGK Consulting Services, 2025.

Figure 14.18
Cross Section at 6,000 Feet NW of Drill Hole Block Model Gold Grades

C. Keech, CGK Consulting Services, 2025.

Moss Mine Project 150 February 27, 2026
Mako Mining Corp.

14.7 Mineral Resources

The classification of the current mineral resources estimate for the Moss Mine Project has been carried out in accordance with the May 2014 CIM standards and definitions, as required under NI 43-101 regulations. The CIM standards and definitions are described below.

Mineral resources are sub-divided, in order of increasing geological confidence, into "inferred", "indicated" and "measured" categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource but has a lower level of confidence than a measured mineral resource.

A "mineral resource" is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade, quality, and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated, or interpreted from specific geological evidence and knowledge, including sampling. Material of economic interest refers to diamonds, natural solid inorganic material, or natural solid fossilised organic material including base and precious metals, coal, and industrial minerals.

The term "mineral resource" covers mineralisation and natural material of intrinsic economic interest which has been identified and estimated through exploration and sampling and within which mineral reserves may subsequently be defined by the consideration and application of modifying factors.

The phrase "reasonable prospects for eventual economic extraction" implies a judgement by the Qualified Person in respect of the technical and economic factors likely to influence the prospect of economic extraction. Interpretation of the word "eventual" in this context may vary depending on the commodity or mineral involved. For example, for some coal, iron, potash deposits and other bulk minerals or commodities, it may be reasonable to envisage 'eventual economic extraction' as covering periods more than 50 years. However, for many gold deposits, application of the concept would normally be restricted to perhaps 10 to 15 years, and frequently to much shorter periods.

The definitions below for the classification of mineral resources were adopted by the CIM Council on May 10, 2014.

An "inferred mineral resource" is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

An "indicated mineral resource" is that part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An indicated mineral resource has a lower level of confidence than that applying to a measured mineral resource and may only be converted to a probable mineral reserve.

Moss Mine Project 151 February 27, 2026
Mako Mining Corp.

A "measured mineral resource" is that part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation A measured mineral resource has a higher level of confidence than that applying to either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.

"Modifying factors" are considerations used to convert mineral resources to mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

14.7.1 Classification of Mineral Resources

To classify the block model grade estimates for the Moss Mine Project into the mineral resource categories of measured, indicated, and inferred, a statistical approach is employed to develop a classification scheme that complies with the CIM Best Practice Guidelines and NI 43-101 Regulations for the reporting of Mineral Resources and Mineral Reserves.

The underlying philosophy of this approach is to quantify the uncertainty of estimated contained metal in quarterly and yearly production.  The uncertainty (or reliability) of estimation is a function of the spatial variability of the mineralization and the sample spacing.

Once the spatial variability of the mineralization is quantified through some type of spatial correlation function (semi-variogram, correlogram, etc.), it is possible to estimate the uncertainty of estimation for different sampling spacing and patterns over the two time periods.

A drill hole spacing study is carried out to determine the sample spacing and pattern that allows yearly production to be predicted to within 15% with a 90% confidence.  This forms the basis for classifying indicated resources.

In a similar way the pattern and spacing are developed to form the basis for classifying measured resources. (The exact procedure for determining the confidence limits and grid spacing is given in Davis, B. M., Some Methods of Producing Interval Estimates for Global and Local Resources, SME preprint 97-5, 4 p.)

For the Moss Mine Project, measured material is considered known within ±15% with a 90% confidence for a quarterly production period, and indicated material is considered known within ±15% with a 90% confidence for an annual production period. The methodology considers an idealised block representing a one-month production period. Then a series of grids of different drill hole spacings are used to krige the idealized block to calculate the kriging variance. The idealized block for a one-month production period is approximately a panel of 430 ft by 430 ft by 20 ft. The kriging variance needs to be adjusted by the square of the CV to obtain a relative variance as normalized semi-variogram models were used to krige the panel. The kriging variance is then divided by 3 to get the quarterly production variance and by 12 to get the annual production variance. This gives the sample spacing for the measured and indicated categories.

Moss Mine Project 152 February 27, 2026
Mako Mining Corp.

The sample spacing information is then translated into a set of proximity of drill hole sampling-based classification rules. A 75 ft by 75 ft drill hole spacing would be sufficient to predict the block grade estimates within ±15% 90% of the time on a quarterly basis. This material would be considered as measured.  A 200 ft by 200 ft drill hole spacing would be sufficient to predict the block grade estimates within ±15% 90% of the time on an annual basis. This material would be considered as indicated.

The rules used to delineate the mineral resources are defined as follows:

• Measured - minimum of 3 holes inside a 60 ft radius

• Indicated - minimum of 3 holes inside a 160 ft radius or a minimum of 2 holes inside a radius of 80ft or a minimum of one hole inside a radius of 50 ft.

• Inferred - are the remaining estimates up to 600 ft search radius.

The resulting codification of the block in the model was then smoothed looking for continuous clusters of blocks that are measured or indicated to remove any possible "spotted dog" effect. The "spotted dog" effect is the term used to describe isolated areas of measured or indicated material that is caused by the classification rules and isolated drill holes. Figure 14.19 displays a plan view of the classification as coded based on the rules listed above. Figure 14.20 displays a plan view after removing the isolated patches of measured and indicated material.

Summary statistics of the amount of data and distance to that data were generated to confirm the reliability of block gold grade estimates. Table 14.18 display summary statistics for the comparative confidence in the block model estimates including: the number of informed octants (NOCT), the number of drill holes used for a block estimate (NHOL), the number of composites used for a block estimate (NCMP), the distance to the nearest composite (NDIST), the average distances to the composites (ADIST), the distance to the farthest composite (FDIST), the kriging variance (OKVAR), the slope of regression (OKSLP) and the kriging efficiency (OKEFF).

A typical measured block gold grade estimate is informed by 16 composites from 5 drill holes in 5 octants with an average distance of 79.5 ft, kriging variance of 0.2176, a slope of regression of 0.9345, and a kriging efficiency of 68.4%.

A typical indicated block gold grade estimate is informed by 15 composites from 5 drill holes in 5 octants with an average distance of 140.3 ft, kriging variance of 0.3192, a slope of regression of 0.8791, and a kriging efficiency of 53.2%.

A typical inferred block gold grade estimate is informed by 9 composites from 3 drill holes in 3 octants with an average distance of 342.3 ft, kriging variance of 0.6835, a slope of regression of 0.4645, and a kriging efficiency of -8.4%.

Moss Mine Project 153 February 27, 2026
Mako Mining Corp.

Figure 14.19
Plan View at 1,910 Foot Elevation of the Classification of the Blocks before Smoothing

C. Keech, CGK Consulting Services, 2025.

Figure 14.20
Plan View at 1,910 Foot Elevation of the Classification of the Blocks After Smoothing

C. Keech, CGK Consulting Services, 2025.

Moss Mine Project 154 February 27, 2026
Mako Mining Corp.

Table 14.18
Summary Statistics Comparing Relative Measures of Confidence in Block Grades

CLASS

No. of Blocks

% of Blocks

AUOPT

AGOPT

NOCT

NHOL

NCMP

NDIST

ADIST

FDIST

OKVAR

OKSLP

OKEFF

1-meas.

94,203

5.0%

0.0076

0.0891

5

5

16

37.0

79.5

124.1

0.2176

0.9345

68.39%

2-ind.

348,934

18.5%

0.0052

0.0578

5

5

15

76.2

140.3

207.4

0.3192

0.8791

53.22%

3-inf.

1,446,707

76.6%

0.0018

0.018

3

3

9

281.3

342.3

405.3

0.6835

0.4645

-8.44%

Total

1,889,844

100.0%

0.0027

0.0289

3

3

11

231.3

291.9

354.8

0.593

0.5645

6.77

Moss Mine Project 155 February 27, 2026
Mako Mining Corp.

14.7.2 Reasonable Prospects of Eventual Economic Extraction

To meet the CIM requirements of reasonable prospects of eventual economic extraction, an optimized pit shell was used to limit the mineral resources estimate at depth. A mineral resource pit shell limit was built by GVC using MineSight software by means of a Lerchs-Grossmann pit design method using the parameters listed in Table 14.19. The pit ("solid PIT19 $2500 MII") was optimized using material classified as measured indicated and inferred.

Table 14.19
Summary of Parameters for Mineral Resources Pit Resource Shell

Description Open Pit Shell
Mining Cost (US$/ton) $3.18
Mining Fill Cost (US$/ton) $1.91
Processing Cost (US$/ore ton) $5.81
G&A Cost (US$/ore ton) $0.77
Refinery Services and logistics Cost ($US/ore ton) $0.28
Gold Price (US$/oz) $2,500
Silver Price (US$/oz) $29.20
Royalties (%) 0%
Gold Recovery Factor (%) 75%
Silver Recovery Factor (%) 33%
Pit Slope - Constant (degrees) 55°
Breakeven Cut-off Grade (Au oz/ton) 0.005

14.7.3 Mineral Resource Tabulation

The mineral resource estimate was completed by Mr. Chris Keech, P.Geo., a Qualified Person as defined in NI 43-101 and who is independent of Golden Vertex Corp., the limiting pit shell for the mineral resources estimate was developed by Mr. G. Vejar, Senior Mine Engineer of Mako Mining Corp. The open pit mineral resources are stated within the mineral resource pit shell and below the previously mined surface.

The measured and indicated mineral resources are inclusive of those mineral resources modified to produce mineral reserves. The mineral resource figures have been rounded to reflect that they are estimates. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The Qualified Person for this section of the report is not aware of any issues that would materially affect the estimate of the mineral resources as of the date of this report.

Moss Mine Project 156 February 27, 2026
Mako Mining Corp.

There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resources. It is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resources category

Figure 14.21 displays a plan view of the contours of the mineral resource pit shell and the drill hole traces. This mineral resource pit shell was developed using the parameters listed in Table 14.19.

Table 14.20 presents a summary of the open pit mineral resources inside the mineral resource pit shell at a series of cut-off grades. The breakeven gold cut-off grade is calculated by GVC to be 0.005 oz/ton Au. Table 14.21 presents a summary of the mineral resources inside the mineral resource pit shell at the 0.005 oz/ton Au cut-off by the mineral resource categories.

The open pit mineral resources for the Moss Mine Project are estimated to be 62.9 Mtons of measured and indicated material grading 0.0103 oz/ton Au and 0.1081 oz/ton Ag for a total of 646 koz of gold and 6.8 Moz silver. There are additional inferred open pit mineral resources, which are estimated to be 13.6 Mtons grading 0.0090 oz/ton Au and 0.0427 oz/ton Ag for a total of 122 koz of gold and 0.58 Moz silver.

Figure 14.21
Plan view of Pit19 at US $2500/oz Gold Mineral Resource Shell with Drill Hole Traces

C. Keech, CGK Consulting Services, 2025.

Moss Mine Project 157 February 27, 2026
Mako Mining Corp.

Table 14.20
2025 Mineral Resource Estimate Sensitivity Analysis for a Series of Cut-Off Grades*

Category Cutoff oz/ton
AuEq.		 k tons AuEq
oz/t		 Au
oz/t		 Ag
oz/t		 Au
(koz)		 Ag
(koz)
Measured >= 0.0030 14,302 0.0093 0.0088 0.1091 126 1,560
>= 0.0040 12,423 0.0102 0.0096 0.1203 119 1,494
>= 0.0050 10,527 0.0113 0.0106 0.1330 112 1,400
>= 0.0060 8,525 0.0126 0.0119 0.1489 101 1,269
>= 0.0070 6,696 0.0143 0.0135 0.1682 90 1,126
Indicated >= 0.0030 67,370 0.0092 0.0087 0.0896 586 6,036
>= 0.0040 60,133 0.0099 0.0094 0.0957 565 5,755
>= 0.0050 52,383 0.0107 0.0102 0.1031 534 5,401
>= 0.0060 44,282 0.0116 0.0111 0.1125 492 4,982
>= 0.0070 36,136 0.0128 0.0122 0.1251 441 4,521
Measured and Indicated >= 0.0030 81,672 0.0092 0.0087 0.0930 712 7,597
>= 0.0040 72,556 0.0100 0.0094 0.0999 685 7,249
>= 0.0050 62,910 0.0108 0.0103 0.1081 646 6,801
>= 0.0060 52,807 0.0118 0.0112 0.1184 593 6,251
>= 0.0070 42,832 0.0130 0.0124 0.1318 531 5,647
Inferred >= 0.0030 17,178 0.0081 0.0079 0.0404 136 694
>= 0.0040 15,322 0.0087 0.0085 0.0417 130 639
>= 0.0050 13,587 0.0092 0.0090 0.0427 122 580
>= 0.0060 11,573 0.0099 0.0096 0.0440 111 509
>= 0.0070 9,280 0.0107 0.0105 0.0463 97 430

*Notes: Mineral resources are estimated in conformance with the CIM mineral resource definitions referred to in NI 43-101 Standards of Disclosure for Mineral Projects. This mineral resource estimate covers the Moss Mine Project. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The quantity and grade of the reported inferred mineral resources in this estimation are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. For these reasons, an inferred mineral resource has a lower level of confidence than an indicated mineral resource, however it is reasonably expected that most of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Mineral resources are reported within an optimized constraining shell using a gold price of US$2,500/oz and a silver price of US$29.2/oz with a gold recovery of 75% and a silver recovery of 33%. Gold grades were estimated using 10ft capped composites within 10 geological domains using ordinary kriging.  Summation errors may occur in the tabulated results due to rounding.

Moss Mine Project 158 February 27, 2026
Mako Mining Corp.

Table 14.21
Summary of 2025 Mineral Resource Estimate by Classification Category*

Category

Cut-off
oz/ton AuEq.

k tons

AuEq
oz/t

Au oz/t

Ag oz/t

Au
(koz)

Ag
(koz)

Measured

0.005

10,527

0.0113

0.0106

0.1330

112

1,400

Indicated

0.005

52,383

0.0107

0.0102

0.1031

534

5,401

Measured + Indicated

0.005

62,910

0.0108

0.0103

0.1081

646

6,801

Inferred

0.005

13,587

0.0092

0.0090

0.0427

122

580

*Notes: Mineral resources are estimated in conformance with the CIM mineral resource definitions referred to in NI 43-101 Standards of Disclosure for Mineral Projects. This mineral resource estimate covers the Moss Mine Project. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The quantity and grade of the reported inferred mineral resources in this estimation are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. For these reasons, an inferred mineral resource has a lower level of confidence than an indicated mineral resource, however it is reasonably expected that most of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Mineral resources are reported within an optimized constraining shell using a gold price of US$2,500/oz and a silver price of US$29.2/oz with a gold recovery of 75% and a silver recovery of 33%. Gold grades were estimated using 10ft capped composites within 10 geological domains using ordinary kriging.  Summation errors may occur in the tabulated results due to rounding.

14.7.4 Comparison with 2021 Mineral Resource Estimate

The following is a summary comparison between the IMC estimation parameters completed in 2021 and updated estimation parameters for the December, 2025, by Mako Mining Corp.

Table 14.22 displays a summary of the estimation parameters and modifying factors for the mineral resources pit shells.

Table 14.22
Comparison of Mineral Resource Estimation Parameters for 2021 and 2025

ITEMS 2021 2025 Comments
No. of Drill holes 912 drill holes 1,169 drill holes additional drilling, mostly to the west in Reynolds pit area
Missing Data no treatment missing assays were assigned either an average of neighbours or a zero grade prior to compositing. will reduce any possible smearing of gold or silver grades
Geology wireframes Moss Vein, Ruth Vein, Stockwork Veins, Canyon Fault Moss Vein, Ruth Vein, Reynolds Stockwork, Stockwork, Canyon Fault, Volcanic/Intrusive Contact Moss and Ruth Veins more restricted to eastern area
Geological Domains 6 10 2025 has more geological domains
Geological Domains East_MV, East_RV, East_Stkwrk, West_MV, West_RV, West_Stkwrk 1_Volc, 2_E_Intr, 3_W_Intr, 4_E_Stkwrk, 5_W_Strkwrk, 6_Ruthvn, 7_Mossvn_E, 8_Mossvn_W, 9_Volc_Stkwrk, 10_Reyn_Stkwrk better control for grade interpolation

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ITEMS 2021 2025 Comments
Grade Capping Au from 0.3 to 0.1 o/t Au applied to assays (151 capped assays) applies to 10ft composites from 0.005 to 0.30 o/t Au (40 composites capped) removes less gold metal
Grade Capping Ag from 1.46 to 2.92 o/t Ag applied to assays (92 capped assays) applies to 10ft composites from 0.12 to 2.5 o/t Au (30 composites capped) removes less silver metal
Compositing 20 ft bench composites Composite 10 ft run-length composites - (1/2 bench height) smaller composites - less smoothing in estimation
Semi-Variograms 280 degrees ranges of 150 ft to 200 ft 280 degrees with dips ranging from 90 to 40 degrees orientations better reflect shallower orientations
Grade Estimation Inverse Distance cubed (ID3) Ordinary Kriging, post variance correction kriging uses semi-variogram model weighting; variance correction to match desired SMU
Boundaries Hard boundaries Hard Boundaries same approach
Search restrictions 0.060 o/t Au and 1.0 oz/ton Ag (55 ft) 40 ft to 60ft Au > 0.05 oz/ton and Ag > 0.60 oz/ton similar
2-pass search method pass1: 200x 150x 100 , min=3, max=10, max per hole 2; pass2: 240 x 180 x 120 ; min=1, max=10, max per hole 2 pass1: 600x600x300, min 4, max 16, max 4 per hole; pass2: 400x400x200 min=8, max=16, max per hole 4; pass3: 200x200x100 min=12, max=16, max per hole 4 2025 estimate has larger search radii; more data used for block grade estimation
Classification meas, < 75ft avg. distance, min 9 cmps, 4 holes; indicated < 150 avg. distance, min 3 cmps, 2 holes meas: min 3 holes inside 60 ft radius, 3 holes in 160 ft radius or 2 hole inside 80 ft radius or 1 hole inside 50 ft radius; smoothed using conclus.f similar ranges; smoothing with conclus. f reduces the "spotted dog" effect
Modifying Factors Mining Cost $2.89
Mine Fill Cost $1.77
Process Cost $4.18
G&A Cost $1.77
Gold Recovery 77%
Silver Recovery 43%
Gold Price $1,800 US/oz
Silver Price $22 US/oz
Cutoff .0045 oz/ton Au		 Mining Cost $3.18
Mine Fill Cost $1.91
Process Cost $5.81
G&A Cost $0.77
Gold Recovery 77%
Silver Recovery 43%
Gold Price $2,500 US/oz
Silver Price $29.2 US/oz
Cutoff 0.005 AuEq oz/ton		 Significant increase in metal prices on the revenue side and increase costs on the operating side. There is some of a balance here.

Same metal recoveries, with different economic cutoffs
Pit Slope North Wall 63°
South Wall 45°
Fill Material 37°		 Constant Angle 55° Variable angle versus constant angle.

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Table 14.23
Moss Mine Project - Mineral Resources, July 1, 2021

Category cutoff oz/ton Au k tons Au opt Ag opt Au (koz) Ag (koz)
Measured 0.0045 9,257 0.0120 0.0150 107 1,389
Indicated 0.0045 33,576 0.0110 0.1300 383 4,365
Meas+Ind. 0.0045 42,833 0.0110 0.1300 490   5,754
Inferred 0.0045 7,233 0.0100 0.1300 74 940

The 2021 Mineral Resource model estimated a total of 490,000 oz. Au in the measured and indicated category as shown in Table 14.23. While the 2025 Mineral Resource model estimates 646,000 oz. Au in the measured and indicated category. This is an increase of approximately 156,000 oz. or approximately a 30% increase in the estimated measured and indicated mineral resources.

The reason for this increase in estimated mineral resources in the 2025 estimate is due to the additional 257 drill holes, principally drilled on the western half of the project area, with specific focus on the Reynolds Area. This additional drill hole information has allowed for improved modelling of the Moss and Ruth veins, along with an improvement in the modelling of the Stockwork, especially in the Reynolds area (Reynolds Stockwork).

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INAPPLICABLE SECTIONS

The following sections of an NI 43-101 Technical Report are not applicable to this report.

 

15.0 MINERAL RESERVE ESTIMATES

 

16.0 MINING METHODS

 

17.0 RECOVERY METHODS

 

18.0 PROJECT INFRASTRUCTURE

 

19.0 MARKET STUDIES AND CONTRACTS

 

20.0 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT

 

21.0 CAPITAL AND OPERATING COSTS

 

22.0 ECONOMIC ANALYSIS

 

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23.0 ADJACENT PROPERTIES

The following information was taken from the 2021 Technical Report.  It has been updated using public sources i.e. websites and press releases. The websites for the individual companies are indicated below.  The QP has been unable to verify the information in this section and the following information is not necessarily indicative of the mineralization on the property that is the subject of this Technical Report.

Mohave County, Arizona has a long history of precious metal production from epithermal veins (e.g., Goldroad and the Oatman Mining District (cornerstone-environmental.com)). The historic Gold Road Mine is currently in the process of being re-activated, the Mine is located about 5 miles east of the Moss Mine. The district around Moss and Gold Road is currently an active area of exploration area with two other projects currently drilling (Figure 23.1).

23.1.1 Gold Road Mine (Gold Road Inc.)

The Gold Road Mine is located in the Oatman mining District which is reported to be the oldest mining district in Arizona, producing over 2 million ounces of gold from 1863 until 1940. The Gold Road Mine is reported to have produced about 746,000 ounces of the total district production.

The Gold Road Mine was placed back into production by Aura Minerals, Inc. (Aura, www.auraminerals.com) achieving commercial production in December of 2020; however, it announced that had sold the mine on July 27, 2022, citing geological challenges and lower than expected grades. 

Rodrigo Barbosa, President and CEO of Aura, commented:

"We knew the risks involved on Gold Road Acquisition, which was that it did not have gold reserves and only resources, and that is why we decided to start small, assume a non-recourse debt, and, over the years, generate cash from the operation to reinvest and grow it to over 50k Oz. Unfortunately, the geological risks materialized. We did not find the expected grades and the operations did not generate cash to reinvest and grow. Although it remains interesting geological potential, it would require significant additional cash and time (several years) in exploration."

Gold Road was acquired by a Canadian private company, "Gold Road Inc." May 28, 2025. The New company re-started the plant on September 11, 2025 and produced the first gold pour from re-processed tailings on October 23, 2025. The company is planning to re-start underground mining in 2026 and possibly take the company public with an IPO in 2026 (www.goldroadusa.com)

Arizona Gold & Silver Inc. (Arizona Gold & Silver) is exploring the Philadelphia property, located about 6 miles north of the Moss Mine. Arizona Gold & Silver reports drilling high grade gold and silver epithermal vein intercepts along the approximately 2-mile-long Philadelphia Vein in the Arabian Mine Fault (www.arizonagoldsilver.com).

Arizona Gold & Silver has completed over 155 drill holes.  Reported high grade intervals include: 9.04 g/t Au and 34.0 g/t Ag over 20.4 m, and typical high-grade intercepts range from 10-30 g/t Au over 0.7 to 1.5 m. Additionally, several wide, low-grade intersects are reported: 1.34 g/t Au over 115m and 1.57 g/t Au over 104 m. Approximately 80 acres of the 3,300 acres have been explored to date. The project is 100% owned/controlled by Arizona Gold & Silver.

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Figure 23.1
Location of Projects Adjacent to Moss Mine

Source: Mako, January, 2026.

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23.1.2 Gold Chain Project (Westpoint Gold Corp.)

Westpoint Gold Corp. (Westpoint, formerly Gold79 Mines Ltd.) is exploring the Gold Chain Project which is located between three to five miles north of the Philadelphia project and approximately 11 miles north of the Moss Mine (see Figure 6). Westpoint has identified 3 main exploration areas detailed below (www.westpointgold.com).

The Main target and the focus of drilling to date is the Tyro vein system, which extends for approximately 3.4 km. The Tyro Vein system is a low sulfidation epithermal vein/stockwork zone.  The main zone had limited open cut mining in the 1980s, which exposed the stockwork nature of the vein in this area (Figure 23.2). Highlight of intersections are shown in Figure 23.3.

The other exploration targets are the Banner-sheep Trail Trend which is described as a +15 km mineralized structural corridor with multiple historical high-grade underground mines. Recent sampling in this area returned 15 samples > 10 g/t Au.

The third exploration target is the Frisco Graben Trend An area defined by geophysics, mapping and sampling that measures 750 m x 4 km with potential for a low sulfidation epithermal precious metal system.

At of the effective date of this report, Westpoint was planning to raise +$20 million for exploration and advancement of the Gold Chain Project.

Figure 23.2
Westpoint's Tyro Main Zone showing the Historical Mining Cut and Stockwork*

*Note: Figure taken from Westpoint's corporate presentation.

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Figure 23.3
Drilling Highlights of Westpoint's Tyro Main Zone*

*Note: Figure taken from Westpoint's corporate presentation.

23.1.3 Secret Pass Project (Northern Lights Resource Corp.)

Northern Lights Resources Corp. is exploring the Secret Pass Project located 6-7 miles northeast of the Moss Mine (Figure 23.1). There has been historic drilling at Secret Pass that is reported to have intersected epithermal and/or detachment fault-associated oxide gold and silver mineralization (https://www.northernlightsresources.com).

Approximately 14,000 metres were drilled in 126 drill holes by Santa Fe Mining Incorporated (Santa Fe Mining) and Fischer-Watt Mining Company (Fischer-Watt) between 1984 and 1991. In 2022, Northern Lights drilled 610 m in four diamond holes and identified a mineralized zone that extends approximately 245 m along strike to a depth of 180 m. The width of the zone varies between 7.6 m to 86 m, with an average with of about 36 m. Grades within this zone range between 2.8 and 40.4 g/t Au with a weighted average grade of 5.0 g/t Au.

Northern Lights is intending to continue to explore the property.

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24.0 OTHER RELEVANT DATA AND INFORMATION

This section discusses the previous mining, processing and environmental aspects of the Moss Mine Project which was an operating mine until the previous operator went into insolvency. The majority of the discussions were extracted from the previous July 1, 2021, Technical Report and updated where necessary.

Mako has acquired the Moss Mine Project out of bankruptcy and is in the process of bringing the Moss Mine Project back into full production as it has been refining the geological database and the geological model along with test mining various areas since acquiring the Project. The current mineral resources, as disclosed in Section 14 of this Technical Report, will most likely be used as the basis upon which Mako revises the production mine plan as it looks to revive full production at the Moss Mine Project.

24.1 Mining Methods

The Moss deposit was mined by conventional open pit hard rock mining methods by contract miner McCoy and Sons Inc. ("McCoy") with drilling and blasting subcontracted to WESCO. The original mine plan was based on a continuation of contract mining.

Mining of the deposit was accomplished with 70 ton to 100-ton rigid frame haul trucks and front-end loaders. Excavators were used for loading in areas where dilution could be an issue at ore-waste boundaries. Mining geometries were designed with nominal 200 ft operating widths to allow for equipment operating room. Mining occurred at 20-ft bench heights, and the pit configuration was triple benched with catch benches every vertical 60 ft.

24.1.1 Mine Design 

A total of four phase or pushback designs were developed to achieve the ultimate pit design. The Phase designs were practical expansions of the mine excavation that incorporate haul road designs, operating room for equipment and all practical mining requirements.

24.1.2 Design Parameters

The pit slope angles were based on recommendations from a March, 2017, report from Golder and Associates Inc. "Pit Slope Design Recommendations Moss Gold-Silver Project". The Golder report recommended that 55° interramp angles (70° bench face angle with 20 ft catch benches every vertical 60 ft) would be achievable. The report also mentioned that with excellent pre-split blasting results, the bench face angle can be increased from 70° to 80° resulting in an interramp angle of 63°.

The blasting operator achieved at least 80° bench face angles from pre-split blasting on the north side of the pit (footwall). The same results were not achieved on the south side of the pit (hanging wall). An interramp angle of 63° was used in phase designs on the north side of the pit, and an interramp angle of 55° was used on the south side of the pit based on the Golder report and discussions with the site as to how the mine was operating.

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24.1.3 Mining Pit Phase Progression

The pit phase progression was to occur in the order of least expensive gold ounces to mine to most expensive. The crusher location and the leach pad both south of the pit were to be left undisturbed by the phase designs.

24.1.4 Mine Production Schedule

The mine production schedule was based on the phase designs and the planned crusher feed rate. Sufficient waste was to be moved during the mine life to assure continued release of the required 11,000 tons per day ("t/d") process feed material. The cutoff grade of was estimated to be 0.006 oz/ton gold.

The crusher location is directly south of the central pit with a surge stockpile located at the crusher pocket. The crusher pocket was not large enough for trucks to direct dump into the crusher and all material was to be stockpiled and fed to the crusher with a CAT 988 front-end loader.

24.1.5 Waste Storage

The waste storage area is directly south of the east pit. Some of the historical waste was to be rehandled in the mining of Phase 3. The mine plan placed waste rock further south and higher than the configuration of the waste dump at the time.

The waste dump was to be constructed in 50 ft lifts at an angle of 2.5:1; with the angle to be achieved by leaving a 60 ft step-back every 50 ft lift.

24.2 Recovery Methods

The Moss Mine extracted gold and silver from the ore via heap leaching. The mined ore was crushed and conveyed to heaps where it is stacked. Following stacking, the leach pads were irrigated with dilute sodium cyanide solution. Gold and silver were dissolved as the sodium cyanide solution passes through the leach pads. The solution (referred to as pregnant solution) exited the leach pads and flowed to a pregnant solution pond. From the pregnant solution pond, the solution passed through a Merrill-Crowe plant where the gold and silver was precipitated out of solution using zinc powder. The precipitate was filtered, dried, and smelted to produce doré bars.

The following discussion presents a summary process flowsheet along with a process description. Also presented is a summary of process statistics from the operation.

24.3 Project Infrastructure

As the Moss Mine has been in production, sufficient infrastructure existed to produce gold and silver.

A power transmission line was constructed (approximately 11 miles) from Bullhead City to the mine site. The 24.9 kV power line was energized through Mohave Electrical Co- operative on September 9, 2020, allowing the mine to go off diesel power generation. However, a few of the diesel generators remained on site for backup.

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The total water demand at the mine site averaged about 225 gallons per minute (gpm). During peak periods water demand ranged from about 200 gpm up to 300 gpm. The principal source for the water supply was from pumped groundwater as well as pit de-watering. Make-up water demand was seasonal due to variations in the temperature, humidity and precipitation during the year. Make up water was trucked to site, when necessary.

All administration and support offices were located at the mine site. A warehouse was located off Silver Creek Road within Bullhead City limits. The warehouse was a 1,500 square foot building with a two-acre laydown yard.

Access to the fenced mine site was through a gate which was monitored 24-hours a day by site security personnel. Visitors were required to sign in and out and a badge system was installed for access to the site by authorized personnel.

There were no maintenance workshops or a truck shop for the mining contractor on site. However, an area on the existing waste rock facility was provided for the mining contractor to perform equipment maintenance.

Blasthole samples were prepared and analysed on site. The existing assay laboratory was housed in a shipping container for sample preparation. Two wooden sheds (12 x 32 ft) were retro-fitted to house the wet assay and fire assay laboratories. The laboratory was capable of processing about 160-180 samples per day during two shifts.

Goden Vertex provided company vans to transport personnel to and from the mine site. Employee parking was available at the warehouse in Bullhead City as there was limited parking at the mine site.

24.4 Environmental Studies, Permitting and Social or Community Impact

The Moss Mine authorized mining and processing facilities are located on patented lode claims (private lands), Arizona State lands, and unpatented lode claims on public lands administered by the BLM. A significant body of environmental and socio- economic work was conducted to support the Phase III Moss Mine Expansion and Exploration Project, approved by BLM on March 18, 2020, as the Moss Mine expanded from private lands to BLM administered lands.

The work was developed to support operational permit applications and as long as the operation did not exceed BLM-approved facility footprints, the entirety of the information was valid and credible for this analysis. The work, which included baseline data assessments and geochemical analysis, was supplemented continuously in conformance with applicable permit monitoring and reporting requirements while the mine operated.

There were no identified issues that would have prevent the mine from achieving any authorizations that were required to develop the resource to extend the mine life based on the data that had been collected to date.

24.4.1 Environmental

Key issues identified during BLM environmental analyses included air quality (dust emissions); biological resources including springs and riparian vegetation; bats and wildlife use and management; habitat corridors and fragmentation; special status species habitat and use; vegetation and invasive species; cultural and tribal resources; noise; public access and recreation; socioeconomics; visual resources; groundwater resources; and cumulative impacts.

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A baseline study program was completed in response to these key issues that supported the completion of the recently completed multiple Federal and State agency permitting and approval process.

24.4.2 Permitting

All land use and facility operating permits were in place to operate the Moss Mine. The following agencies served as Cooperating Agencies with BLM during the Phase III plan review and impact assessment processes: Arizona Department of Environmental Quality ("ADEQ"), Arizona Game and Fish Department, City of Bullhead City, Mohave County, and Fort Mojave Indian Tribe. The Arizona State Mine Inspector ("ASMI") oversees the reclamation plan on private lands.

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25.0 INTERPRETATION AND CONCLUSIONS

25.1 Conclusions

Mako has acquired the Moss Mine Project out of bankruptcy and the updated resource estimate indicates that there are sufficient resources at the mine site for the operation along with good exploration potential in the immediate district from which to pursue secondary mining areas should further exploration prove the existence of economic mineralization.

The QP notes that since the Oatman Mining District is well known for its production history, there should be further zones of economic mineralization waiting to be fully defined by well-run exploration programs given the recent sustained rise in metal prices.

Mako is also in the process of bringing the Moss Mine Project back into full production as it has been refining the geological database and the geological model along with test mining various areas since acquiring the Project. The current mineral resources will most likely be used as the basis upon which Mako revises the production mineplan as it looks to revive full production at the Moss Mine Project.

This report may disclose technical information, the presentation of which requires the Qualified Persons (QPs) to derive sub-totals, totals and weighted averages that inherently involve a degree of rounding and, consequently, introduce a margin of error. Where these occur, the QPs do not consider them to be material.

25.2 Metallurgical Testwork and Processing

The metallurgical testwork and operating performance at the Moss Mine demonstrate that the selected crushing and heap leach processing method is appropriate for the ore types mined to date. Laboratory column testing, bottle roll programs, and production reconciliation data show generally consistent gold recoveries and acceptable correlation between predicted and actual performance. Operational recoveries of approximately 75% for gold and 40% for silver are supported by both historical testwork and cumulative production data.

Gold recovery performance is stable and predictable, with leach kinetics consistent with partial encapsulation and diffusion-controlled extraction during later stages of leaching. Silver recovery is more variable and exhibits slower leach kinetics, resulting in greater uncertainty in forecasting; however, observed operational performance supports the recovery assumptions applied in this report.

The substantial operating history since 2018 provides a strong empirical basis for metallurgical recovery projections. No deleterious elements have been identified that materially impact processing performance under current operating conditions. The metallurgical database is considered sufficient to support the recovery assumptions used in this Technical Report.

To maintain and enhance confidence in long-term recovery projections, the following is recommended:

  • Continue routine bottle roll and column leach testing on representative ore composites to monitor metallurgical performance as mining progresses into new ore zones.
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  • Perform statistical correlation analysis between bottle roll and column leach results to improve recovery forecasting at the operational level.

  • Conduct selected extended-duration column tests to determine ultimate gold and silver recoveries beyond nominal leach periods.

  • Undertake additional investigation into silver recovery variability, including mineralogical characterization and leach kinetics assessment, to refine recovery projections.

These recommendations are intended to support ongoing reconciliation, optimize heap leach performance, and ensure that recovery assumptions remain valid as ore characteristics evolve over the life of mine.

25.3 Mineral Resource Estimate

25.3.1 Introduction

The mineral resource estimate was carried out by Chris Keech, P.Geo., Principal Geologist of CGK Consulting Services Inc (CGK) using MineSight® version 15.4 software for the development of the block model gold and silver block grade estimates and Geostokos Toolkit® for variography analysis of the composited gold and silver grades. Mr. Keech is a Qualified Person and is independent of Mako as defined by NI 43-101.

The mineral resources estimate for the Moss Mine Project has been carried out in accordance with the CIM's "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines" (November 2019). The mineral resources have been generated from drill hole data the interpretation of a geological model that identifies the spatial distribution of the gold and silver grades. The interpolation parameters have been defined based on the drill hole data and the geological interpretation and geostatistical analysis of that data.

The mineral resources have been classified by proximity to data locations and the quality of the data and have been reported in accordance with CIM's "Standards on Mineral Resources and Reserves" (May 2014) as required by NI 43-101.

25.3.2 Drill Hole Database

The drill hole data inside the block model area consists of 1,169 drill holes totalling 452,086 ft of drilling with 87,471 sample intervals. RC drilling has contributed more than 55% of the drill holes and more than 81% of the sample intervals to the drill hole database inside the block model limits. Next are the core drill holes, which have contributed 11% of the holes and 12% of the sample intervals. The remaining 33% of the drill holes are short rotary holes which account for 6% of the sample intervals.

25.3.3 Geological Model

The Geological Block Model was constructed based on four wireframe solids that represent the Stockwork mineralization, the Moss Vein, the Ruth Vein and a higher-grade Reynolds Stockwork mineralization. This interpretation was developed by Mr. Gary Wong, P.Eng of PDM Technical Services Ltd. on Northwest facing cross-section. In addition to these wireframe solids, two surfaces were also considered, one representing the Canyon fault and the other representing the geological contact between the Intrusive rocks in the east with the Volcanic rocks in the west.

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This geological interpretation was used to code the block model and develop 10 geological domains.

The Stockwork mineralization has been divided into three domains, East Stockwork Intrusive, West Stockwork Intrusive and Volcanic Stockwork Intrusive. Inside the East Stockwork, lies the Ruth and Moss Veins. The Moss Vein dips steeply to the south, while the Ruth Vein dips moderately to the north.  Both veins are enveloped by the Stockwork style mineralization.

The drill hole assays were coded using the block model to assign the geological codes that were used to carry out the Exploratory Data Analysis and Variography.

25.3.4 Exploratory Data Analysis

Statistical and graphical summaries of the gold and silver grades were produced to understand the distribution of the grades in the deposit. The statistical and graphical summaries include histograms, log-probability plots, side-by-side boxplots, scatterplots, decile analysis plots and contact plots. The assays were separated by mineralised zone to examine the distribution of the gold and silver assay grades. The results of this analysis were used to develop the estimation parameters.

25.3.5 Composites

Analysis of the samples lengths shows that 87% of the assays inside the block model area are 5 ft in length.  Compositing the drill hole assay intervals provide a common sample support for the estimation algorithm. The selected bench height for the block model is 20 ft and often a half bench height (10 ft) is a good choice for a composite length, as there is some variance reduction, but not too much, and there is a reduction in the number of data to be used by the estimation algorithm. Therefore, a 10 ft composite length was chosen for the estimation of gold and silver grades. The compositing started at the collar of the hole and proceeded at 10 ft regular intervals down the drill holes.

25.3.6 Density

A total of 506 specific gravity determinations were performed on drill core samples collected from material within the mineralized zones. These determinations were performed by ALS Chemex laboratory using unsealed immersion technique to measure the weight of each sample in air and in water (ALS Chemex standard OA-GRA08).

Previous work with the 506 SG determinations has shown that material within 40 ft of the surface has a lower dry bulk density of 2.51 g/cm and that material below 40 ft depth has a higher dry bulk density of 2.58 g/cm.

However, a tonnage factor of 12.35 cu-ft/short ton has been used by Moss Mine since the mine opened, and this factor has proven to be sufficiently accurate to be considered reliable in estimating the mined tonnage.  This is equivalent to a dry density of 2.59 g/cm.

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Consequently, for this mineral resource estimate, the QP for this section of the report recommends continuing the use of 12.35 cu-ft/short ton as the tonnage factor for estimating all in-situ tonnage estimated in the block model.

25.3.7 Block Model

A 3D block model was constructed using MineSight® 15.4 software with the dimensions shown in Table 14.10. The block size was chosen to reflect a potential selective mining unit (SMU) of 20 ft x 20 ft x 20 ft, given the anticipated open-pit mining scenario. The block model covers an area of approximately 10,000 ft by 4,000 ft in plan view, and approximately 2,200 ft vertically. The block model coordinates are in local coordinates, which are based on Arizona State Plane West Zone, 0203; UTM 12.

The estimation of gold and silver grades was carried out using ordinary kriging in MineSight® 15.4 software using a three-pass search strategy to use the most local 10ft composite data to a block location being estimated.

25.3.8 Gold Grade Estimation Parameters

The following is a summary of the parameters used to estimate the block gold grades by domain in the block model.

• Capped gold grade 10 ft composites were used for ordinary kriging into the blocks in the model for domains 1, 2, 3, 4, 5, 6, 7, 8, 9, 10.

• In addition to capping the 10 ft gold composite grades, an outlier restriction of 40 ft was used for domains 1, 2, 3, and 10; and an outlier restriction of 60 ft was used for domains 4, 5 and 9 (Stockwork). The grade thresholds for the outlier restriction were taken from the Decile Analysis results. No outlier restrictions were used for domains 6, 7 and 8 (Ruth and Moss Veins).

• Geological boundaries are based on the domain wireframes, and the domain codes were assigned to the block model and used to control the selection of the 10 ft composites and the blocks to be estimated. There was no sharing of composites across the domain boundaries.

• Spatial 3D mathematical models were fitted to the experimental semi-variograms for each of the domains and used for ordinary kriging of the blocks in the model.

• A three-pass search strategy was used with the ranges based on the drill hole spacing and semi-variogram models. The search ellipsoids were expanded to ensure a reasonable amount of the blocks in each domain were estimated.

• A minimum of four and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 1.

• A minimum of eight and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 2.

• A minimum of 12 and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 3.

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25.3.9 Silver Grade Estimation Parameters

The following is a summary of the parameters used to estimate the block silver grades by domain in the block model.

• Capped silver grade 10ft composites were used for ordinary kriging into the blocks in the model for domains 1, 2, 3, 4, 5, 6, 7, 8, 9, 10.

• In addition to capping the 10ft silver composite grades, an outlier restriction of 40ft was used for domains 1, 2, 3, and 10; and an outlier restriction of 60ft was used for domains 4, 5 and 9 (Stockwork).  The grade thresholds for the outlier restriction were taken from the Decile Analysis results.  No outlier restrictions were used for domains 6, 7 and 8 (Ruth and Moss Veins).

• Geological boundaries are based on the domain wireframes, and the domain codes were assigned to the block model and used to control the selection of the 10ft composites and the blocks to be estimated.  There was no sharing of composites across the domain boundaries.

• Spatial 3D mathematical models were fitted to the experimental semi-variograms for each of the domains and used for ordinary kriging of the blocks in the model.

• A three-pass search strategy was used with the ranges based on the drill hole spacing and semi-variogram models. The search ellipsoids were expanded to ensure a reasonable amount of the blocks in each domain were estimated.

• A minimum of four and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 1.

• A minimum of eight and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 2.

• A minimum of 12 and maximum of 16 composites were required to make a block estimate, with a maximum of four from a single drill hole for pass 3.

25.3.10 Classification of Mineral Resources

To classify the block model grade estimates for the Moss Mine Project into the mineral resource categories of measured, indicated, and inferred, a statistical approach is employed to develop a classification scheme that complies with the CIM Best Practice Guidelines and NI 43-101 Regulations for the reporting of Mineral Resources and Mineral Reserves.

The underlying philosophy of this approach is to quantify the uncertainty of estimated contained metal in quarterly and yearly production.  The uncertainty (or reliability) of estimation is a function of the spatial variability of the mineralization and the sample spacing.

Once the spatial variability of the mineralization is quantified through some type of spatial correlation function (semi-variogram, correlogram, etc.), it is possible to estimate the uncertainty of estimation for different sampling spacing and patterns over the two time periods.

A drill hole spacing study is carried out to determine the sample spacing and pattern that allows yearly production to be predicted to within 15% with a 90% confidence.  This forms the basis for classifying indicated resources.

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In a similar way the pattern and spacing are developed to form the basis for classifying measured resources. (The exact procedure for determining the confidence limits and grid spacing is given in Davis, B. M., Some Methods of Producing Interval Estimates for Global and Local Resources, SME preprint 97-5, 4 p.)

For the Moss Mine Project, measured material is considered known within ±15% with a 90% confidence a quarterly production period, and indicated material is considered known within ±15% with a 90% confidence for an annual production period. The methodology considers an idealised block representing a one-month production period. Then a series of grids of different drill hole spacings are used to krige the idealized block to calculate the kriging variance. The idealized block for a one-month production period is approximately a panel of 430 ft by 430 ft by 20 ft. The kriging variance needs to be adjusted by the square of the CV to obtain a relative variance as normalized semi-variogram models were used to krige the panel. The kriging variance is then divided by the 3 to get the quarterly production variance and by 12 to get the annual production variance. This gives the sample spacing for the measured and indicated categories.

The sample spacing information is then translated into a set of proximity of drill hole sampling-based classification rules. A 75 ft by 75 ft drill hole spacing would be sufficient to predict the block grade estimates within ±15% 90% of the time on a quarterly basis. This material would be considered as measured.  A 200 ft by 200 ft drill hole spacing would be sufficient to predict the block grade estimates within ±15% 90% of the time on an annual basis. This material would be considered as indicated.

The rules used to delineate the mineral resources are defined as follows:

• Measured - minimum of 3 holes inside a 60 ft radius

• Indicated - minimum of 3 holes inside a 160 ft radius or a minimum of 2 holes inside a radius of 80ft or a minimum of one hole inside a radius of 50 ft.

• Inferred - are the remaining estimates up to 600 ft search radius.

The resulting codification of the block in the mode was then smoothed looking for continuous clusters of blocks that are measured or indicated to remove any possible "spotted dog" effect.  The "spotted dog" effect is the term used to describe isolated areas of measured or indicated material that is caused by the classification rules and isolated drill holes. Figure 14.19 displays a plan view of the classification as coded based on the rules listed above. Figure 14.20 displays a plan view after removing the isolated patches of measured and indicated material.

Summary statistics of the amount of data and distance to that data were generated to confirm the reliability of block gold grade estimates. Table 14.18 display summary statistics for the comparative confidence in the block model estimates including: the number of informed octants (NOCT), the number of drill holes used for a block estimate (NHOL), the number of composites used for a block estimate (NCMP), the distance to the nearest composite (NDIST), the average distances to the composites (ADIST), the distance to the farthest composite (FDIST), the kriging variance (OKVAR), the slope of regression (OKSLP) and the kriging efficiency (OKEFF).

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A typical measured block gold grade estimate is informed by 16 composites from 5 drill holes in 5 octants with an average distance of 79.5 ft, kriging variance of 0.2176, a slope of regression of 0.9345, and a kriging efficiency of 68.4%.

A typical indicated block gold grade estimate is informed by 15 composites from 5 drill holes in 5 octants with an average distance of 140.3 ft, kriging variance of 0.3192, a slope of regression of 0.8791, and a kriging efficiency of 53.2%.

A typical inferred block gold grade estimate is informed by 9 composites from 3 drill holes in 3 octants with an average distance of 342.3 ft, kriging variance of 0.6835, a slope of regression of 0.4645, and a kriging efficiency of -8.4%.

25.3.11 Reasonable Prospects of Eventual Economic Extraction

To meet the CIM requirements of reasonable prospects of eventual economic extraction, an optimized pit shell was used to limit the mineral resources estimate at depth. A mineral resource pit shell limit was built by GVC using MineSight software by means of a Lerchs-Grossmann pit design method using the parameters listed in Table 25.1. The pit ("solid PIT19 $2500 MII") was optimized using material classified as measured indicated and inferred.

Table 25.1
Summary of Parameters for Mineral Resources Pit Resource Shell

Description Open Pit Shell
Mining Cost (US$/ton) $3.18
Mining Fill Cost (US$/ton) $1.91
Processing Cost (US$/ore ton) $5.81
G&A Cost (US$/ore ton) $0.77
Refinery Services and logistics Cost ($US/ore ton) $0.28
Gold Price (US$/oz) $2,500
Silver Price (US$/oz) $29.20
Royalties (%) 0%
Gold Recovery Factor (%) 75%
Silver Recovery Factor (%) 33%
Pit Slope - Constant (degrees) 55°
Breakeven Cut-off Grade (Au oz/ton) 0.005

25.3.12 Mineral Resource Estimation Tabulation

The mineral resource estimate was completed by Mr. Chris Keech, P.Geo., a Qualified Person as defined in NI 43-101 and who is independent of Golden Vertex Corp., the limiting pit shell for the mineral resources estimate was developed by Mr. G. Vejar, Senior Mine Engineer of Mako. The open pit mineral resources are stated within the mineral resource pit shell and below the previously mined surface.

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The measured and indicated mineral resources are inclusive of those mineral resources modified to produce mineral reserves. The mineral resource figures have been rounded to reflect that they are estimates. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The Qualified Person for this section of the report is not aware of any issues that would materially affect the estimate of the mineral resources as of the date of this report.

There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resources. It is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resources category

The mineral resource pit shell was developed using the parameters list in Table 25.1

Table 25.2 presents a summary of the open pit mineral resources inside the mineral resource pit shell at a series of cut-off grades. The breakeven gold cut-off grade is calculated by Golden Vertex to be 0.005 oz/ton Au. Table 25.3 presents a summary of the mineral resources inside the mineral resource pit shell at the 0.005 oz/ton Au cut-off by the mineral resource categories.

The open pit mineral resources for the Moss Mine Project are estimated to be 62.9 Mtons of measured and indicated material grading 0.0103 oz/ton Au and 0.1081 oz/ton Ag for a total of 646 koz of gold and 6.8 Moz silver. There are additional inferred open pit mineral resources, which are estimated to be 13.6 Mtons grading 0.0090 oz/ton Au and 0.0427 oz/ton Ag for a total of 122 koz of gold and 0.58 Moz silver.

Table 25.2
2025 Mineral Resource Estimate Sensitivity Analysis for a Series of Cut-Off Grades*

Category Cutoff oz/ton
AuEq.		 k tons AuEq
oz/t		 Au
oz/t		 Ag
oz/t		 Au
(koz)		 Ag
(koz)
Measured >= 0.0030 14,302 0.0093 0.0088 0.1091 126 1,560
>= 0.0040 12,423 0.0102 0.0096 0.1203 119 1,494
>= 0.0050 10,527 0.0113 0.0106 0.1330 112 1,400
>= 0.0060 8,525 0.0126 0.0119 0.1489 101 1,269
>= 0.0070 6,696 0.0143 0.0135 0.1682 90 1,126
Indicated >= 0.0030 67,370 0.0092 0.0087 0.0896 586 6,036
>= 0.0040 60,133 0.0099 0.0094 0.0957 565 5,755
>= 0.0050 52,383 0.0107 0.0102 0.1031 534 5,401
>= 0.0060 44,282 0.0116 0.0111 0.1125 492 4,982
>= 0.0070 36,136 0.0128 0.0122 0.1251 441 4,521
Measured and Indicated >= 0.0030 81,672 0.0092 0.0087 0.0930 712 7,597
>= 0.0040 72,556 0.0100 0.0094 0.0999 685 7,249
>= 0.0050 62,910 0.0108 0.0103 0.1081 646 6,801
>= 0.0060 52,807 0.0118 0.0112 0.1184 593 6,251
>= 0.0070 42,832 0.0130 0.0124 0.1318 531 5,647

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Category Cutoff
oz/ton AuEq.		 k tons AuEq
oz/t		 Au oz/t Ag oz/t Au
(koz)		 Ag
(koz)

Inferred

>= 0.0030

17,178

0.0081

0.0079

0.0404

136

694

>= 0.0040

15,322

0.0087

0.0085

0.0417

130

639

>= 0.0050

13,587

0.0092

0.0090

0.0427

122

580

>= 0.0060

11,573

0.0099

0.0096

0.0440

111

509

>= 0.0070

9,280

0.0107

0.0105

0.0463

97

430

*Notes: Mineral resources are estimated in conformance with the CIM mineral resource definitions referred to in NI 43-101 Standards of Disclosure for Mineral Projects. This mineral resource estimate covers the Moss Mine Project. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The quantity and grade of the reported inferred mineral resources in this estimation are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. For these reasons, an inferred mineral resource has a lower level of confidence than an indicated mineral resource, however it is reasonably expected that most of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Mineral resources are reported within an optimized constraining shell using a gold price of US$2,500/oz and a silver price of US$29.2/oz with a gold recovery of 75% and a silver recovery of 33%. Gold grades were estimated using 10ft capped composites within 10 geological domains using ordinary kriging. Summation errors may occur in the tabulated results due to rounding.

Table 25.3
Summary of 2025 Mineral Resource Estimate by Classification Category*

Category

Cut-off
oz/ton AuEq.

k tons

AuEq
oz/t

Au oz/t

Ag oz/t

Au
(koz)

Ag
(koz)

Measured

0.005

10,527

0.0113

0.0106

0.1330

112

1,400

Indicated

0.005

52,383

0.0107

0.0102

0.1031

534

5,401

Measured + Indicated

0.005

62,910

0.0108

0.0103

0.1081

646

6,801

Inferred

0.005

13,587

0.0092

0.0090

0.0427

122

580

*Notes: Mineral resources are estimated in conformance with the CIM mineral resource definitions referred to in NI 43-101 Standards of Disclosure for Mineral Projects. This mineral resource estimate covers the Moss Mine Project. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The quantity and grade of the reported inferred mineral resources in this estimation are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. For these reasons, an inferred mineral resource has a lower level of confidence than an indicated mineral resource, however it is reasonably expected that most of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Mineral resources are reported within an optimized constraining shell using a gold price of US$2,500/oz and a silver price of US$29.2/oz with a gold recovery of 75% and a silver recovery of 33%. Gold grades were estimated using 10ft capped composites within 10 geological domains using ordinary kriging. Summation errors may occur in the tabulated results due to rounding.

25.4 Risks and Opportunities

All mineral resource projects have a degree of uncertainty or risk associated with them which can be due to technical, environmental, permitting, legal, title, taxation, socio-economic, marketing and political factors, among others. All mineral resource projects also present their own opportunities. Table 25.4 outlines some of the Moss Mine Project risks, their potential impact and possible means of mitigation. Table 25.4 also outlines some of the Moss Mine Project opportunities and potential benefits.

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Table 25.4
Risks and Opportunities at the Moss Mine Project

Risk Description and Potential Impact Possible Risk Mitigation
Local grade continuity. Poor grade continuity. Further develop and extend the structural model to other areas on the Moss Mine Project. Use the structural model in designing the drilling programs.
Local density variability. Misrepresentation of the in-situ tonnes, which also affects the in-situ metal content estimate. It is recommended to develop a procedure of collecting density measurements spatially throughout the deposit at regular intervals and implement their use in future mineralization models.
Geologic Interpretation. If geologic interpretation and assumptions (geometry and continuity) used are inaccurate, then there is a potential lack of gold grade or mineralization continuity. Continue infill drilling to upgrade mineral inventory to the Measured and Indicated categories.
Void Locations. If technical knowledge of the historic mine infrastructure is incomplete, then this deficiency could lead to local inaccuracies of the mineral resources and potential safety exposures Conduct drilling and surveys to validate void locations and document intersected workings and refine void management plan.
Metallurgical recoveries might be overstated as they are based on limited testwork. Gold recovery might be lower than what is currently being assumed. A lower recovery will increase the economic cut-off grade. Conduct additional metallurgical tests.
Difficulty in attracting experienced professionals. Technical work quality will be impacted and/or delayed. Refine recruitment and retention planning and/or make use of consultants.
Conceptual mine plans are based on limited geotechnical testwork. Mining methods and dimensions selected might be different than what is currently being assumed. Incorporate more comprehensive geotechnical data from drilling.
Conduct additional geotechnical assessment and analysis.
Opportunities Explanation Potential Benefit
Surface and underground exploration drilling. Potential to identify additional prospects and mineral resources. Adding mineral resources increases the economic value of the mining project.
Potential improvement in metallurgical recoveries. Additional metallurgical testwork can be performed to determine if recovery can be improved through ore sorting, flotation or cyanidation. Lower capital and operating costs.
Potential improvement in mining assumptions. Geotechnical analysis may determine mining methods and dimensions can be improved. Improved mining assumptions may lower costs and reduce the cut-off grade for the mineral resource estimation.

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26.0 RECOMMENDATIONS

26.1 Mine Geology/Exploration Budget

The current pits will require laybacks to access the additional resources that have been identified. It is recommended to complete a diamond drilling campaign and collect geotechnical information from several key areas and complete a geotechnical assessment of the pits. In addition, detailed mapping of the core is recommended, especially in the Reynolds pit area to determine the geologic controls at Reynolds. This logging should be augmented with a core scanning method to collect hyperspectral information which can be used in the regional exploration program. The recommended budget for the mine geology and exploration program is summarized in Table 26.1.

Table 26.1
Budget Summary for the Moss Mine Geology and Exploration Program

Description

 

Cost $ US

Drilling Costs

Sub-Total:

$778,185

 

Mobilization and De-mobilization

 

$30,000

 

Direct Drilling Costs (4,650 ft @ $67/ft)

 

$311,085

 

Drilling Support Costs (estimate/foot = $94)

 

$437,100

Geotechnical Study Phase 1

Sub-Total:

$38,065

 

Site Visit

 

$11,049

 

Representative Field Mapping

 

$11,329

 

Reporting

 

$12,624

 

Administration and Project Management

 

$3,063

Geotechnical Study Phase 2

Sub-Total:

$172,001

 

Geotechnical Core Logging

 

$44,803

 

Televiewer Processing/Reconciliation

 

$10,428

 

Laboratory Testing Program

 

$17,568

 

Develop and Update Geotechnical model

 

$29,726

 

Geotechnical Analysis

 

$31,539

 

Preparation of Report

 

$31,666

 

Administrative and Project Management

 

$6,271

 

 

Total:

$988,251

26.2 Regional Exploration Budget

The regional geology at the Moss Mine Project is very permissive of the potential to make multiple, additional discoveries. Systematic exploration of the large land package at the Moss Mine Project will require multiple years of phased exploration programs. The initial program should consist of detailed geological mapping and sampling of outcropping vein/ breccia zones using multi-element geochemistry. During this program, samples should be taken for hyperspectral analysis. Target areas should be prioritized by sample results and proximity to the mine. Data should be entered into an Access database.

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Once several targets have been identified they should be drilled in a Phase 1 drilling program (Table 26.2), then depending on results, advance to a more detailed drilling program in Phase 2 (Table 26.3).

Table 26.2
Regional Exploration Recommended Budget - Phase 1

Description - Phase 1 Cost $ US
Phase 1 Target Definition Sub-Total: $108,000
  Modeling & Mapping - Geological Consulting   $50,000
  Access Database   $8,000
  Hyperspectral Scanning   $50,000
Phase 1 Direct Drilling Costs Sub-Total: $668,050
  Environmental & Safety   $1,361
  Direct Diamond Drilling Cost   $571,494
  Laboratory - Assays   $58,974
  Upgrade Core Logging & Storage Facility   $32,100
  Welding, Compressor etc.   $4,121
Phase 1 Drilling Support Sub-Total: $212,160
  Workforce (Consultants)   $156,000
  Travel Expense - Airfare, Rail, Mileage   $19,999
  Site Preparation   $34,961
  Machinery & Equipment Maintenance   $480
  Mechanical Parts - By Inventory   $720
Phase 1 Office Costs Sub-Total: $30,041
  Office Logistics & Supplies   $30,041
  Phase 1 Sub-Total: $1,018,251

Table 26.3
Regional Exploration Recommended Budget - Phase 2

Description - Phase 2

Cost $ US

Phase 2 Direct Drilling Costs

Sub-Total:

$953,925

 

Environmental & Safety

 

$2,041

 

Direct Diamond Drilling Cost

 

$857,241

 

Laboratory - Assays

 

$88,462

 

Welding, Compressor etc.

 

$6,181

Phase 2 Drilling Support

Sub-Total:

$318,240

 

Workforce (Consultants)

 

$234,000

 

Travel Expense - Airfare, Rail, Mileage

 

$29,999

 

Site Preparation

 

$52,441

 

Machinery & Equipment Maintenance

 

$720

 

Mechanical Parts - By Inventory

 

$1,080

Phase 2 Office Costs

Sub-Total:

$45,061

 

Office Logistics & Supplies

 

$45,061

 

Phase 2 Sub-Total:

$1,317,226

 

Total Phase 1 + Phase 2:

$2,335,477


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The budget presented in Table 26.1, Table 26.2 and Table 26.3 summarizes Mako's estimated costs for completing the work at the Moss Mine as well as potentially two phases of regional exploration program.

It is the opinion of the QPs that all of the recommended work is warranted and that only the location of the actual drilling needs to be re-evaluated, as assay results are obtained from the drilling as the program progresses. The QPs appreciate that the nature of the programs and expenditures may change as the further studies are undertaken, and that the final expenditures and results may not be the same as originally proposed. The QPs believes that second phase of the regional exploration may change depending on the results obtained during the first phase of drilling and that Mako revisits the estimated budget for the second phase prior to execution of the second phase.

The QPs are of the opinion that the recommended work program and proposed expenditures are appropriate and well thought out. The QPs believe that the proposed budget reasonably reflects the type and amount of the contemplated activities, at this time.

26.3 Further Recommendations

In addition to the above exploration and drilling programs at the Moss Mine Project and regionally the QPs make the following recommendations:

1) Continue to conduct infill and exploration drilling at the Moss Mine Project and update the resource estimates as drill campaigns are completed.

2) Conduct periodical Acid-Base testing to ensure there is no acid drainage issues at the Moss Mine Project and any secondary mineralized zones that are subject to exploration.

3) Conduct further metallurgical testwork on any secondary mineralized zones that are subject to exploration as various zones may have different recoveries based upon the mineralization found within each zone.

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27.0 REFERENCES

27.1 General Publications and Report References

Addwest Minerals International Ltd., (June, 1997), Moss Mine Project, Arizona, Company report.

Arizona Department of Environmental Quality, (2013), Moss Mine Pilot Project, Permit Determination No. 57435.

Baum, W. and Lherbier, L.W., (December 17, 1990), Cyanide Leach Tests and Mineralogical Characterization of Gold Ore Samples from the Moss Mine Project, Consultancy report to Billiton Minerals.

Berry, K., (December 6, 2018), Northern Vertex Press Release: "Northern Vertex Partners with Maverix On US$20 Million Stream Increases Fully Subscribed Private Placement to US$8 Million Announces Retirement Of Sprott Senior Debt"

Bureau of Land Management, (December, 2014), Various reports secured online (www.blm.gov) relating to NVMC's claims.

Brownlee, D., (August 23, 2014), Report on Geological Model, Moss Project, Arizona, USA.

Brownlee, D., (December 31, 2013), Verification of Golden Vertex Corp., Moss Mine Drill Hole Database.

Clifton, C.G., Buchanan, L.J., and Durning, W.P., (1980), Exploration procedure and controls of mineralization in the Oatman mining district, Oatman, Arizona, Society of Mining Engineers of AIME preprint #80-143.

Cuffney, R.G., (2013), Moss vein - Phase II pit geological map 1:1500, unpublished geological map for Golden Vertex Corp.

Cuffney, R.G., (2015), Moss project, gold and silver mineralogical associations, unpublished consultant's report for Golden Vertex Corp.

Cuffney, R.G., (2016), Report on the Moss-Silver Creek 2016 Exploration Program, unpublished geological map for Golden Vertex Corp.

Cuffney, R.G., (2020), Geological map of the 3A/3B leach pad area 1:1500, unpublished consultant's report for Golden Vertex Corp.

Cuffney, R.G, and Eastwood, D.A.,(February, 2013), Moss Mine Project Logging Guide.

Dewitt, E, Thorson, J.P., and Smith, R.C., (1986), Geology and gold deposits of the Oatman district, northwestern Arizona. U.S. Geological Survey Open File Report OF 86-0638.

Durning, W.P. and Buchanan, L.J., (1984), The Geology and Mineral Deposits of Oatman, Arizona, Arizona Geological Society Digest, Vol. 15, pp.141-158.

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Eastwood, D.A., (2011), Moss claims - Geology and geochemistry, unpublished geological report for MinQuest.

Ferguson, C.A., McIntosh, W.C., and Miller, C.F., (2013), Silver Creek caldera - The tectonically dismembered source of the Peach Spring Tuff, Geology, 41:3-6.

Ferguson, C.A., Pearthree, P.A., Johnson, B.J., Guynn, G., and McCosby, J.B., (2017), Geologic Map of the Oatman 7 ½' Quadrangle, Mohave County, Arizona, Arizona Geological Survey Digital Geologic Map 119.

Godden, S.J., (November 23, 2014), Consultancy report to Golden Vertex Corporation, Moss Mine Gold-Silver Project, Mineralogical and Metallurgical Review.

Godden, S.J., (October 9, 2014), Consultancy report to Golden Vertex Corporation, Moss Mine Gold-Silver Project, 2013 to 2014 Mineral Resource Estimates' Reconciliation (Summary).

Godden, S.J., (October 22, 2014), Consultancy report to Golden Vertex Corporation, Moss Mine Gold-Silver Project, Phase I Heap Leach Metallurgical Performance and Gold Recovery Analysis.

Godden, S.J., (October 27, 2014), Consultancy report to Golden Vertex Corporation, Moss Mine Gold-Silver Project, Updated Phase I Reconciliation - Extracted Material to 2014 Mineral Resource Model.

Golder Associates, Inc. (March 10, 2017), Pit slope Design Recommendations, Mos Gold- Silver Project, Mohave County, Arizona.

Heald, P., Foley, N.K. and Hayba, D.O., (1987), Comparative Anatomy of Volcanic-Hosted Epithermal Deposits: Acid-Sulfate and Adularia-Sericite Types, Economic Geology, Vol. 82, pp.1-26.

Henley, R.W. and Ellis, A.J., (1983), Geothermal Systems Ancient and Modern: A Geochemical Review. Earth-Science Reviews, Vol. 19, pp. 1-50.

Hudson, D. M., (September, 2011), Petrography of selected samples from the Moss Mine, Mojave County, Arizona, Consultancy report for Kappes, Cassiday & Associates, Reno, Nevada.

John, D.A., (2001), Miocene and Early Pliocene Epithermal Gold-Silver Deposits in the Northern Great Basin, Western United States: Characteristics, Distribution, and Relationship to Magmatism. Economic Geology, Vol. 96, pp. 1827-1853.

Kappes, Cassiday & Associates, (March, 2011), Consultancy report to Patriot Gold Corporation, Moss Mine, Report on Metallurgical Testwork.

Kappes, Cassiday & Associates, (November, 2012), Consultancy report to Patriot Gold Corporation, Moss Mine Project, Report on Metallurgical Testwork.

Kappes, Cassiday & Associates, (July 30, 2012), Consultancy report to Golden Vertex Corporation, Moss Mine, Report on Metallurgical Testwork.

Larson, L.T., (2013), Petrographic report on polished thin sections from Moss mine project, Arizona, unpublished consulting report for Golden Vertex Corp.

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Larson, L.T., (2015), Petrographic report on 14 polished thin sections from Moss mine project, Arizona, unpublished consulting report for Golden Vertex Corp.

Lausen, C., (1931), Geology and ore deposits of the Oatman and Katherine districts, Arizona, Arizona Bureau of Mines Bull.131.

M3, (November 22, 2017), NI 43-101 Technical Report, Preliminary Economic Analysis, Moss Gold-Silver Project Phase III, Mine Life Extension, Mohave County, Arizona, USA, prepared for Northern Vertex Mining Corp.

M3, (July 13, 2015), NI 43-101 Technical Report, Feasibility Study for Moss Gold-Silver Project, Mohave County, Arizona, USA, prepared for Northern Vertex Mining Corp.

Malach, R., (1977), Adventurer John Moss: Gold Discovery in Mohave County, Kingman, Arizona, Mohave County Board of Supervisors.

McClelland Laboratories, Inc., (May 29, 1991), Direct Agitation Cyanidation Testwork - Moss Bulk Ore and Cuttings Samples, Consultancy report to Magma Copper Company.

McClelland Laboratories, Inc., (January 29, 1992), Direct Agitation Cyanidation Testwork - Moss Cuttings Intervals, Consultancy report to Magma Copper Company.

McClelland Laboratories, Inc., (February 11, 2013), Heap Leach Amenability Evaluation - Various Crusher Product Ore Samples from the Moss Project, Consultancy report to Northern Vertex Mining Corporation.

McClelland Laboratories, Inc., (April 26, 2013), Heap Leach Amenability Evaluation - Lower Grade Moss Composite, 2 x Thru Rolls #2, Consultancy report to Northern Vertex Mining Corporation.

Metcon Research, (June, 2008), Crush Size Study - Locked Cycle Column Leach on Oxide Composite, Consultancy report to Patriot Gold Corporation.

MineFill Services, Inc., (December 30, 2014), Technical Report on the 2014 Mineral Resource Update - Moss Mine Gold-Silver Project, Mohave County, Arizona, USA for Northern Vertex Mining Corporation.

Pamukcu, A.S., Carley, T.L., Gualda, G.A.R., Miller, C.F., and Ferguson, C.A., (2013), The evolution of the Peach Springs giant magma body: evidence from accessory mineral textures and compositions, bulk pumice and glass geochemistry, and rhyolite MELTS modelling, Jour. Petrology vol 54, No. 6, pp. 1109-1148.

Ransome, F.L., (1923), Geology of the Oatman Gold District, Arizona, USGS Bulletin 743.

Richey, Jacob R., Cuffney, Robert G., House, Adam, and Young, John, (October 8, 2021), Technical Report on the Mineral Resource, Mineral Reserve, and Mine Plan for the Moss Mine, prepared for Elevation Gold Mining Corporation.

Schrader, F.C., (1909), Mineral Deposits of the Cerbat Range, Black Mountains and Grand Wash Cliffs, Mohave County, Arizona, USGS Bulletin 397.

Moss Mine Project 186 February 27, 2026
Mako Mining Corp.

Sherman, J.E. & Sherman, B.H., (January 2002, (1969)), Ghost Towns of Arizona, University of Oklahoma Press, 10th printing.

Sillitoe, R.H., (1980), Rifting, Bimodal Volcanism, and Bonanza Gold Veins, Society of Economic Geologists Newsletter, No. 48, pp. 24-26.

Taylor, B.E., (2007), Epithermal Gold Deposits, in Goodfellow, W.D., ed., Mineral Deposits of Canada: A Synthesis of Major Deposit-Types, District Metallogeny, the Evolution of Geological Provinces, and Exploration Methods: Geological Association of Canada, Mineral Deposits Division, Special Publication No. 5, pp. 113-139.

Thomas, D.A., (October 03, 2014), Consultancy report to Golden Vertex Corp., 2014 Model Reconciliation to 2013 PEA Model.

Thomas, D.A., (October 24, 2014), Consultancy report to Golden Vertex Corp., Moss Mine Project, 2014 Mineral Resource Update.

Tshabrun, D. Cuffney, R, Kay, C. Young, J, (10 November, 2020) Technical Report on the Mineral Resource Estimate Update for the Moss Mine, Arizona USA, Internal Document not released to the public.

Varney, P. (1994), Arizona Ghost Towns and Mining Camps: a travel guide to history, Arizona Highways, 10th edition 2010.

White, N.C. and Hedenquist, J.W., (1995), Epithermal gold deposits, styles, characteristics, and exploration, Society of Economic Geologists Newsletter 23.

Whittington, J.R.H., (March 24, 2015), Northern Vertex Press Release: "Results of property wide mapping and surface Sampling Program on the Moss and Silver Creek claims highlight the discovery of several promising gold bearing structures as targets for future exploration activities"

27.2 Website References

Mako Mining Corp. https://makominingcorp.com/

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28.0 DATE AND SIGNATURE PAGE

The independent Qualified Persons for this report are:

Micon International Limited  
   
"William J. Lewis" {signed and sealed as of the report date}  
   
William J. Lewis, P.Geo. Report Date: February 27, 2026.
Principal Geologist Effective Date: December 18, 2025.
   
"Richard Gowans" {signed and sealed as of the report date}  
   
Richard M. Gowans, P.Eng. Report Date: February 27, 2026.
Principal Metallurgist Effective Date: December 18, 2025.
   
   
CGK Consulting Services Inc.  
   
"Chris Keech" {signed and sealed as of the report date}  
   
Chris Keech, P.Geo. Report Date: February 27, 2026.
Principal Geologist Effective Date: December 18, 2025.
   
   
PDM Technical Services Ltd.  
   
"(Gary) Yee-Yuen Wong" {signed and sealed as of the report date}  
   
(Gary) Yee-Yuen Wong, P.Eng Report Date: February 27, 2026.
Geological Services Consultant Effective Date: December 18, 2025.

 

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29.0 CERTIFICATES OF AUTHORS

 

 

 

 

 

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CERTIFICATE OF AUTHOR

William J. Lewis, B.Sc, P.Geo

As the co-author of this report for Mako Mining Corp. entitled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026, with an effective date of December 18, 2025, I, William J. Lewis do hereby certify that:

1. I am employed as a Principal Geologist by, and carried out this assignment for, Micon International Limited, Suite 501, 212 King Street West, Toronto, Ontario M5H 1K5, tel. (416) 362-5135, e-mail wlewis@micon-international.com.

2. This certificate applies to the Technical Report titled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026, with an effective date of December 18, 2025.

3. I hold the following academic qualifications:

 B.Sc. (Geology) University of British Columbia 1985.

4. I am a registered Professional Geoscientist with the Association of Professional Engineers and Geoscientists of Manitoba (membership # 20480); as well, I am a member in good standing of several other technical associations and societies, including:

  • Association of Professional Engineers and Geoscientists of British Columbia (Membership # 20333).
  • Association of Professional Engineers, Geologists and Geophysicists of the Northwest Territories (Membership # 1450).
  • Professional Association of Geoscientists of Ontario (Membership # 1522).
  • Association of Professional Geoscientists of Nova Scotia (Licence to Practice #167).

5. I have worked as a geologist in the minerals industry for over 40 years.

6. I am familiar with NI 43-101 and, by reason of education, experience and professional registration, I fulfil the requirements of a Qualified Person as defined in NI 43-101. My work experience includes 4 years as an exploration geologist looking for gold and base metal deposits, more than 11 years as a mine geologist in underground mines and 25 years as a surficial geologist and consulting geologist on precious and base metals and industrial minerals.

7. I have read NI 43-101 and this Technical Report has been prepared in compliance with the instrument.

8. I have not visited the Moss Mine Project.

9. This is the first Technical Report I have written or co-authored for the mineral property that is the subject of this Technical Report and have not had any prior involvement in the Moss Mine Project.

10. I am independent Mako Mining Corp. and its subsidiaries according to the definition described in NI 43-101 and the Companion Policy 43-101 CP.

11. I am responsible for Sections 1.1 to 1.3, 1.8, 1.9, 2, 3, 4, 5, 24, 25.1, 25.4, 26 and 27 of this Technical Report with Sections 15 through 22 not applicable to this Technical Report.

12. As of the date of this certificate, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make this technical report not misleading.

Report Dated this 27th day of February, 2026 with an effective date of December 18, 2025.

"William J. Lewis" {signed and sealed as of the report date}

William J. Lewis, B.Sc., P.Geo.

Principal Geologist, Micon International Limited

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CERTIFICATE OF AUTHOR

Richard M. Gowans, P.Eng.

As the co-author of this report for Mako Mining Corp. entitled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026, with an effective date of December 18, 2025, I, Richard Gowans do hereby certify that:

1. I am employed as Principal Metallurgist by, and carried out this assignment for, Micon International Limited, Suite 501, 212 King Street West, Toronto, Ontario M5H 1K5, tel. (416) 362-5135, e-mail rgowans@micon-international.com.

2. This certificate applies to the Technical Report titled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026, with an effective date of December 18, 2025.

3. I hold the following academic qualifications:

 B.Sc. (Hons) Minerals Engineering, The University of Birmingham, U.K. 1980.

4. I am a registered Professional Engineer of Ontario (membership number 90529389); as well, I am a member in good standing of the Canadian Institute of Mining, Metallurgy and Petroleum.

5. I am familiar with NI 43-101 and, by reason of education, experience and professional registration, fulfil the requirements of a Qualified Person as defined in NI 43-101. My work experience includes over 30 years of the management of technical studies and design of numerous metallurgical testwork programs and metallurgical processing plants.

6. I have read NI 43-101, and this Technical Report has been prepared in compliance with the instrument.

7. I have visited the Moss Mine Project.

8. I have not participated in the preparation of prior Technical Reports on the Moss Mine Project and have not had any prior involvement in the Moss Mine Project.

9. I am independent of Mako Mining Corp. and its related entities, as defined in Section 1.5 of NI 43-101.

10. I am responsible for Sections 1.6, 13 and 25.2 of this Technical Report with Sections 15 through 22 not applicable to this Technical Report.

11. As of the date of this certificate, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make this technical report not misleading.

Report Dated this 27th day of February, 2026 with an effective date of December 18, 2025.

"Richard M. Gowans" {signed and sealed as of the report date}

Richard Gowans P.Eng.

Principal Metallurgist, Micon International Limited

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CERTIFICATE OF QUALIFIED PERSON

Christopher Keech, P.Geo.

As the co-author of this report for Mako Mining Corp. entitled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026, with an effective date of December 18, 2025, I, Christopher Keech, P.Geo., as a co-author of the Technical Report, do hereby certify that:

1. I am employed as Principal Geologist with CGK Consulting Services Inc. located at 601-1501 Foster Street, White Rock, BC, V4B 0C3.

2. This certificate applies to the technical report entitled, "N.I. 43-101 Technical Report for the 2025 Mineral Resource Estimate on the Moss Mine Gold Project, Arizona, USA" with an effective date of December 18, 2025, and a report date of February 27, 2026 (the "Technical Report").

3. My qualifications and relevant experiences are that:

4. I graduated with a B.Sc. in Geology from McMaster University in 1980.

5. I am a member in good standing of Engineers and Geoscientists of British Columbia (Membership No. 27185). In addition, CGK Consulting Services Inc. has a Permit to Practice in British Columbia, Canada, Permit No. 1002379.

6. I have worked as a professional geologist in the mining sector continuously for 45 years, including 11 years as an exploration geologist, 19 years as a resource geologist with several mining companies and 15 years as a geological consultant specialising in the estimation of mineral resources. My relevant experience for the purpose of this Technical Report includes the estimation of gold mineral resources for greenstone-hosted, and epithermal gold deposits at development properties and operating mines in Canada, USA, Brazil, Honduras, Venezuela, and Tanzania. In addition, I hold a Citation in Geostatistics from the University of Alberta (2004).

7. I have read the definition of the Qualified Person set out in National Instrument 43-101 (N.I. 43-101) and certify that by reason of my education, affiliation with a professional association and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of N.I. 43-101.

8. I have not visited the Moss Mine Gold Project property.

9. I am the co-author of this report and responsible for Sections 1.7, 10.0, 11.0, 12.1 to 12.3, 12.5 to 12.8, 12.10, 14.0 and 25.3 of this Technical Report with Sections 15 through 22 not applicable to this Technical Report.

10. I am independent of Mako Mining Corp. and its related entities, as defined in Section 1.5 of NI 43-101.

11. I have not had prior involvement with the property that is the subject of the Technical Report.

12. I have read N.I. 43-101 and those parts of the Technical Report for which I am responsible have been prepared in compliance with that instrument.

13. As of the date of the certificate, to the best of my knowledge, information and belief, the Technical Report contains all material scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Report Dated this 27th day of February, 2026 with an effective date of December 18, 2025.

"Christopher Keech" {signed and sealed as of the report date}-

Name: Christopher Keech, P.Geo.

Principal Geologist, CGK Consulting Services Inc.

Moss Mine Project 192 February 27, 2026
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CERTFICATE OF QUALIFIED PERSON

(Gary) Yee-Yuen Wong, P.Eng.

As the co-author of this report for Mako Mining Corp. entitled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026, with an effective date of December 18, 2025, I, (Gary) Yee-Yuen Wong, P.Eng., do hereby certify that:

1) I am a Geological Engineer and presently a Geological Services Consultant for PDM Technical Services Ltd., a British Columbia corporation with a business address of 5992 Patrick Street, Burnaby, B.C., Canada. V5J 3B7

2) This certificate applies to "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026, with an effective date of December 18, 2025.

3) I am a graduate of the University of British Columbia with a Bachelor of Applied Science in Geological Engineering in 1987. I am a registered Professional Engineer with the Engineers and Geoscientists of the Province of British Columbia (licence # 19528) and Northwest Territories and Nunavut Association of Professional Engineers and Geoscientists (registration #L5270).

4) I have practiced my profession from 1987 to 1999, during which time I worked for Placer Dome Inc., then from 2009 to 2011 for Oro Mining Ltd. From 2011 to present, I have been a consultant for PDM Technical Services Ltd. As a result of my education, experience and professional associations, I am a "Qualified Person" as defined by National Instrument 43-101. I have over 27 years of international experience in the exploration and estimation of mineral resources, from grassroots exploration, to advanced resource delineation programs, to using geostatistical techniques on different gold, copper and molybdenum systems. Deposit types I have experience in include porphyry copper-gold, Pre-Cambrian lode, and epithermal vein systems in North and South America, and Africa. I have also 3 years of experience as a production geologist at an operating porphyry molybdenum mine.

5) I personally inspected the property and the relevant drill core for three (3) days from July 14, 2025 to July 16, 2025.

6) I am responsible for Sections 1.4, 1.5, 6.0, 7.0, 8.0, 9.0, 12.4, 12.9 and 23.0 of this Technical Report with Sections 15 through 22 not applicable to this Technical Report.

7) I am independent of Mako Mining Corp. and its related entities as outlined in section 1.5 of the National Instrument 43-101.

8) I have read and understand the terms of National Instrument 43-101 and its companion documents and those parts of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101.

9) I certify that as of the date of the certificate, to the best of my knowledge, information and belief, the technical report contains all scientific and technical information that is required to be disclosed to make the technical report not misleading.

Report Dated this 27th day of February, 2026 with an effective date of December 18, 2025.

"(Gary) Yee-Yuen Wong" {signed and sealed as of the report date}

(Gary) Yee-Yuen Wong, P.Eng. license #19528

Geological Services Consultant, PDM Technical Services Ltd.

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Mako Mining Corp.

 

 

 

APPENDIX 1

GLOSSARY OF MINING TERMS

 

 

 

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The following is a glossary of certain mining terms that may be used in this Technical Report.

A  

 
Assay A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.
   
B  

 
Base metal Any non-precious metal (e.g., copper, lead, zinc, nickel, etc.).
   
Bulk mining Any large-scale, mechanized method of mining involving many thousands of tonnes of ore being brought to surface per day.
   
Bulk sample A large sample of mineralized rock, frequently hundreds of tonnes, selected in such a manner as to be representative of the potential orebody being sampled. The sample is usually used to determine metallurgical characteristics.
   
By-product A secondary metal or mineral product recovered in the milling process.
   
C  

 
Channel sample A sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about 10 cm wide and 2 cm deep.
   
Chip sample A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.
   
CIM Standards The CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council from time to time. The most recent update adopted by the CIM Council is effective as of May 10, 2014.
   
CIM The Canadian Institute of Mining, Metallurgy and Petroleum.
   
Concentrate A fine, powdery product of the milling process containing a high percentage of valuable metal.
   
Contact A geological term used to describe the line or plane along which two different rock formations meet.
   
Core The long cylindrical piece of rock, about an inch in diameter, brought to surface by diamond drilling.
   
Core sample One or several pieces of whole or split parts of core selected as a sample for analysis or assay.
   
Cross-cut A horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other orebody. The term is also used to signify that a drill hole is crossing the mineralization at or near right angles to it.
   
Cut-off grade The lowest grade of mineralized rock that qualifies as ore grade in a given deposit and is also used as the lowest grade below which the mineralized rock currently cannot be profitably exploited. Cut-off grades vary between deposits depending upon the amenability of ore to gold extraction and upon costs of production.

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D  
   
Deposit An informal term for an accumulation of mineralization or other valuable earth material of any origin.
   
Development drilling Drilling to establish accurate estimates of mineral resources or reserves usually in an operating mine or advanced project.
   
Dilution Rock that is, by necessity, removed along with the ore in the mining process, subsequently lowering the grade of the ore.
   
Dip The angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike.
   
E  
   
Epithermal Hydrothermal mineral deposit formed within one kilometre of the earth's surface, in the temperature range of 50 to 200°C.
   
Epithermal deposit A mineral deposit consisting of veins and replacement bodies, usually in volcanic or sedimentary rocks, containing precious metals or, more rarely, base metals.
   
Exploration Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.
   
F  
   
Face The end of a drift, crosscut or stope in which work is taking place.
   
Fault A break in the Earth's crust caused by tectonic forces which have moved the rock on one side with respect to the other.
   
Flotation A milling process in which valuable mineral particles are induced to become attached to bubbles and float as others sink.
   
Fold Any bending or wrinkling of rock strata.
   
Footwall The rock on the underside of a vein or mineralized structure or deposit.
   
Foran Foran Mining Corporation, including, unless the context otherwise requires, the Company's subsidiaries. 
   
Fracture A break in the rock, the opening of which allows mineral-bearing solutions to enter. A "cross-fracture" is a minor break extending at more-or-less right angles to the direction of the principal fractures.
   
G  
   
Grade Term used to indicate the concentration of an economically desirable mineral or element in its host rock as a function of its relative mass. With gold, this term may be expressed as grams per tonne (g/t) or ounces per tonne (opt).

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H  
   
Hangingwall The rock on the upper side of a vein or mineral deposit.
   
High grade Rich mineralization or ore. As a verb, it refers to selective mining of the best ore in a deposit.
   
Host rock The rock surrounding an ore deposit.
   
Hydrothermal Processes associated with heated or superheated water, especially mineralization or alteration.
   
I  
   
Indicated Mineral Resource An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
   
Inferred Mineral Resource An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
   
Intrusive A body of igneous rock formed by the consolidation of magma intruded into another rock.
   
K  
   
km Abbreviation for kilometre(s). One kilometre is equal to 0.62 miles.
   
L  
   
Leaching The separation, selective removal or dissolving-out of soluble constituents from a rock or ore body by the natural actions of percolating solutions.
   
Level The horizontal openings on a working horizon in a mine; it is customary to work mines from a shaft, establishing levels at regular intervals, generally about 50 m or more apart.

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M  
   
m Abbreviation for metre(s). One metre is equal to 3.28 feet.
   
Massive Sulphide Deposit Any mass of unusually abundant metallic sulphide minerals, e.g. a Kuroko deposit
   
Measured Mineral Resource A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
   
Metallurgy The science and art of separating metals and metallic minerals from their ores by mechanical and chemical processes.
   
Metamorphic Affected by physical, chemical, and structural processes imposed by depth in the earth's crust.
   
Mill A plant in which ore is treated, and metals are recovered or prepared for smelting also, a revolving drum used for the grinding of ores in preparation for treatment.
   
Mine An excavation beneath the surface of the ground from which mineral matter of value is extracted.
   
Mineral A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favourable conditions, a definite crystal form.
   
Mineral Concession/
Claim/Permit		 That portion of public mineral lands which a party has staked or marked out in accordance with federal or state mining laws to acquire the right to explore for and exploit the minerals under the surface.
   
Mineralization The process or processes by which mineral or minerals are introduced into a rock, resulting in a valuable or potentially valuable deposit.
   
Mineral Resource A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Material of economic interest refers to diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals. The term mineral resource used in this report is a Canadian mining term as defined in accordance with NI 43-101 - Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM), Standards on Mineral Resource and Mineral Reserves Definitions and guidelines adopted by the CIM Council on December 11, 2005 and recently updated as of May 10, 2014 (the CIM Standards).

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Mineral Reserve A Mineral Reserve is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.
   
N  
   
Net Smelter Return A payment made by a producer of metals based on the value of the gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.
   
NI 43-101 National Instrument 43-101 is a national instrument for the Standards of Disclosure for Mineral Projects within Canada. The Instrument is a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on stock exchanges within Canada. This includes foreign-owned mining entities who trade on stock exchanges overseen by the Canadian Securities Administrators (CSA), even if they only trade on Over The Counter (OTC) derivatives or other instrumented securities. The NI 43-101 rules and guidelines were updated as of June 30, 2011.
   
O  
   
Open Pit/Cut A form of mining operation designed to extract minerals that lie near the surface. Waste or overburden is first removed, and the mineral is broken and loaded for processing. The mining of metalliferous ores by surface-mining methods is commonly designated as open-pit mining as distinguished from strip mining of coal and the quarrying of other non-metallic materials, such as limestone and building stone.
   
Outcrop An exposure of rock or mineral deposit that can be seen on surface, that is, not covered by soil or water.
   
Oxidation A chemical reaction caused by exposure to oxygen that results in a change in the chemical composition of a mineral.

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P  
   
Plant A building or group of buildings in which a process or function is carried out; at a mine site it will include warehouses, hoisting equipment, compressors, maintenance shops, offices and the mill or concentrator.
   
Probable Reserve A Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
   
Proven Reserve A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
   
Pyrite A common, pale-bronze or brass-yellow, mineral composed of iron and sulphur. Pyrite has a brilliant metallic luster and has been mistaken for gold. Pyrite is the most wide-spread and abundant of the sulfide minerals and occurs in all kinds of rocks.
   
Q  
   
Qualified Person Conforms to that definition under NI 43-101 for an individual: (a) to be an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, related to mineral exploration or mining; (b) has at least five years' experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice; (c) to have experience relevant to the subject matter of the mineral project and the technical report; (d) is in good standing with a professional association; and (e) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgement; and (ii) requires (A.) a favourable confidential peer evaluation of the individual's character, professional judgement, experience, and ethical fitness; or (B.) a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.
   
R  

 
Reclamation The restoration of a site after mining or exploration activity is completed.

 
S  

 
Shoot A concentration of mineral values; that part of a vein or zone carrying values of ore grade.

 
Stockpile Broken ore heaped on surface, pending treatment or shipment.

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Strike The direction, or bearing from true north, of a vein or rock formation measure on a horizontal surface.
   
Stringer A narrow vein or irregular filament of a mineral or minerals traversing a rock mass.
   
T  
   
Terrain A terrain in geology, in full a tectonostratigraphic terrain, is a fragment of crustal material formed on, or broken off from, one tectonic plate and accreted or "sutured" to crust lying on another plate.
   
Tonne A metric ton of 1,000 kilograms (2,205 pounds).
   
U  
   
Underground
Mining		 Is the process of extracting rock from underground using a network of tunnels and openings, often called stopes. This mining is generally more expensive with lower production rates due to the use of smaller equipment than open pit/ open cast mining at the surface.
   
V  
   
Vein A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.
   
Volcanogenic Formed by processes directly connected with volcanism: specif., said of mineral deposits (massive sulphides, exhalites, banded iron formations) considered to have been produced through volcanic agencies and demonstrably associated with volcanic phenomena.

 
W  
   
Wall rocks Rock units on either side of an orebody. The hanging wall and footwall rocks of a mineral deposit or orebody.
   
Waste Unmineralized, or sometimes mineralized, rock that is not minable at a profit.
   
Working(s) May be a shaft, quarry, level, open-cut, open pit, or stope etc. Usually noted in the plural.
   
Z  
   
Zone An area of distinct mineralization.

Moss Mine Project 201 February 27, 2026
Suite 700 - 838 West Hastings St.
Vancouver, BC - V6C 0A6
IR: (647) 203-8793

www.makominingcorp.com
TSX-V: MKO | OTCQX: MAKOF

March 10, 2026

TSX-V: MKO; OTCQX: MAKOF

Mako Mining Files Technical Report for Moss Mine Mineral Resource Estimate

Mako Mining Corp. ("Mako" or the "Company") (TSXV: MKO; OTCQX: MAKOF) is pleased to announce an independent technical report "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA, dated February 27, 2026 (the "Technical Report") has been filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Technical Report supports the previously announce mineral resource estimate at the Moss Mine, having an effective date of December 18, 2025 (see new release dated January 26, 2026).

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 aleisman@makominingcorp.com, 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.

1

Incorporation number: C0808405

MAKO MINING CORP.
(the "Company")

  EFFECTIVE
DATE OF
ARTICLES
November 14, 2007

The Company has as its articles the following articles.

  Full name and signature of authorized signatory   Date of signing
      October 25, 2007
  DIANA KIM EVANS  

AMENDED AND RESTATED ARTICLES

1. INTERPRETATION 2
2. SHARES AND SHARE CERTIFICATES 2
3. ISSUE OF SHARES 4
4. SHARE REGISTERS 5
5. SHARE TRANSFERS 5
6. TRANSMISSION OF SHARES 7
7. PURCHASE OF SHARES 7
8. BORROWING POWERS 8
9. ALTERATIONS 9
10. MEETINGS OF SHAREHOLDERS 10
11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 16
12. VOTES OF SHAREHOLDERS 20
13. DIRECTORS 23
14. ELECTION AND REMOVAL OF DIRECTORS 25
15. POWERS AND DUTIES OF DIRECTORS 27
16. DISCLOSURE OF INTEREST OF DIRECTORS 28
17. PROCEEDINGS OF DIRECTORS 29
18. EXECUTIVE AND OTHER COMMITTEES 31
19. OFFICERS 33
20. INDEMNIFICATION 34
21. DIVIDENDS 35
22. DOCUMENTS, RECORDS AND REPORTS 37
23. NOTICES 37
24. SEAL 39
25. PROHIBITIONS 40

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1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

(2) "Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(3) "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(4) "legal personal representative" means the personal or other legal representative of the shareholder;

(5) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(6) "seal" means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were set out herein. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

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2.3 Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.  If a shareholder is the registered owner of uncertificated shares, the Company must send to that holder a written notice containing the information required by the Act within a reasonable time after the issue or transfer of the shares. 

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

(2) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

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2.8 Certificate Fee

There must be paid as a fee to the Company for the issuance of any share certificate under 2.5, 2.6 or 2.7, the amount, if any, determined by the directors, which must not exceed the amount prescribed under the Business Corporations Act.

2.9 Trusts and Partial Interests in Shares

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act or as otherwise provided by these Articles and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

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(1) consideration is provided to the Company for the issue of the share by one or more of the following:

(a) past services performed for the Company;

(b) property;

(c) money; and

(2) the directors in their discretion have determined that the value of the consideration received by the Company is equal to or greater than the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act or as otherwise provided by these Articles, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register and Any Branch Securities Register

As required by and subject to the Business Corporations Act or as otherwise provided in these Articles, the Company must maintain a central securities register and may maintain a branch securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register or any branch securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1A Registering Transfers

The Company must register a transfer of a share of the Company if either:

(1) the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(a) in the case where the Company has issued a share certificate in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

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(b) in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of the Business Corporations Act and including the case where the Company has issued a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

(c) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or

(2) all the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.1B Waivers of Requirements for Transfer

The Company may waive any of the requirements set out in Article 5.1A(1) and any of the preconditions referred to in Article 5.1A(2).

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(1) in the name of the person named as transferee in that instrument of transfer; or

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(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid as a fee to the Company, for registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations with respect to the shares as were held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by resolution of the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

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7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or

(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Redemption of Shares

If the Company proposes to redeem some but not all of the shares of any class, the Directors may, subject to any special rights and restrictions attached to such class of shares, determine the manner in which the shares to be redeemed shall be selected.

7.4 Sale and Voting of Purchased Shares

If the Company retains a share which it has redeemed, purchased or otherwise acquired, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;

(2) must not pay a dividend in respect of the share; and

(3) must not make any other distribution in respect of the share.

8. BORROWING POWERS

8.1 Borrowing Powers

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

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8.2 Additional Powers

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of Directors or otherwise and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may:

(1) by ordinary resolution:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(d) if the Company is authorized to issue shares of a class of shares with par value:

(i) decrease the par value of those shares; or

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(e) change all or any of its unissued shares with par value into shares without par value or any of its unissued shares without par value into shares with par value or change all or any of its fully paid issued shares with par value into shares without par value; or

(f) alter the identifying name of any of its shares; and

(2) by ordinary resolution otherwise alter its shares or authorized share structure.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may:

(1) by ordinary resolution create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares if none of those shares have been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares if none of those shares have been issued; and

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(2) by special resolution of the shareholders of the class or series affected, do any of the acts in (1) above if any of the shares of the class or series of shares have been issued.

9.3 Change of Name

The Company may by resolution of its directors or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name.

9.4 Other Alterations

The Company, save as otherwise provided by these Articles and subject to the Business Corporations Act, may:

(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors' powers, control or authority; and

(2) if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, by ordinary resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

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10.4 Location of Meetings of Shareholders and Meetings by Telephone or Other Electronic Means

The directors may determine the location of any shareholders meeting, which may be in our outside British Columbia.

10.5 Notice for Meetings of Shareholders

Subject to Article 10.2, the Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors' resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

10.6 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

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10.9 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting or a circular prepared in connection with the meeting must:

(1) state the general nature of the special business; and

(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document :

(a) will be available for inspection by shareholders at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice during statutory business hours on any one or more specified days before the day set for the holding of the meeting; and

(b) may provide that the document is available by request from the Company or accessible electronically or on a website as determined by the directors.

10.10 Advance Notice Provisions

(1) Nomination of Directors

Subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the procedures set out in this Article 10.10 shall be eligible for election as directors to the board of directors of the Company. Nominations of persons for election to the board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:

(a) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a valid proposal made in accordance with the provisions of the Business Corporations Act or a valid requisition of shareholders made in accordance with the provisions of the Business Corporations Act; or

(c) by any person entitled to vote at such meeting (a "Nominating Shareholder"), who:

(i) is, at the close of business on the date of giving notice provided for in this Article 10.10 and on the record date for notice of such meeting, either entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Company; and

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(ii) has given timely notice in proper written form as set forth in this Article 10.10.

(2) Exclusive Means

For the avoidance of doubt, this Article 10.10 shall be the exclusive means for any person to bring nominations for election to the board before any annual or special meeting of shareholders of the Company.

(3) Timely Notice

In order for a nomination made by a Nominating Shareholder to be timely notice (a "Timely Notice"), the Nominating Shareholder's notice must be received by the corporate secretary of the Company at the principal executive offices of the Company:

(a) in the case of an annual meeting of shareholders (including an annual and special meeting), not later than 5:00 p.m. (Vancouver time) on the 30th day before the date of the meeting; provided, however, if the first public announcement made by the Company of the date of the meeting (each such date being the "Notice Date") is less than 50 days before the meeting date, notice by the Nominating Shareholder may be given not later than the close of business on the 10th day following the Notice Date; and

(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the Notice Date;

provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described in Article 10.10(3)(a) or 10.10(3)(b), and the Notice Date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 30th day before the date of the applicable meeting.

(4) Proper Form of Notice

To be in proper written form, a Nominating Shareholder's notice to the corporate secretary must comply with all the provisions of this Article 10.10 and disclose or include, as applicable:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a "Proposed Nominee"):

(i) the name, age, business and residential address of the Proposed Nominee;

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(ii) the principal occupation/business or employment of the Proposed Nominee, both presently and for the past five years;

(iii) the number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iv) full particulars of any relationships, agreements, arrangements or understandings (including financial, compensation or indemnity related) between the Proposed Nominee and the Nominating Shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the Nominating Shareholder;

(v) any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Business Corporations Act or applicable securities law; and

(vi) a written consent of each Proposed Nominee to being named as nominee and certifying that such Proposed Nominee is not disqualified from acting as director under the provisions of subsection 124(2) of the Business Corporations Act; and

(b) as to each Nominating Shareholder giving the notice, and each beneficial owner, if any, on whose behalf the nomination is made:

(i) their name, business and residential address;

(ii) the number of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Company or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iii) their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person's economic interest in a security of the Company or the person's economic exposure to the Company;

(iv) any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominating Shareholder or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder and any Proposed Nominee;

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(v) full particulars of any proxy, contract, relationship arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the board;

(vi) a representation that the Nominating Shareholder is a holder of record of securities of the Company, or a beneficial owner, entitled to vote at such meeting;

(vii) a representation as to whether such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Company in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Company in support of such nomination; and

(viii) any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act or as required by applicable securities law.

Reference to "Nominating Shareholder" in this Article 10.10(4) shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

(5) Currency of Nominee Information

All information to be provided in a Timely Notice pursuant to this Article 10.10 shall be provided as of the date of such notice. The Nominating Shareholder shall provide the Company with an update to such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days before the date of the meeting, or any adjournment or postponement thereof.

(6) Delivery of Information

Notwithstanding Part 23 of these Articles, any notice, or other document or information required to be given to the corporate secretary pursuant to this Article 10.10 may only be given by personal delivery or courier (but not by fax or email) to the corporate secretary at the address of the principal executive offices of the Company and shall be deemed to have been given and made on the date of delivery if it is a business day and the delivery was made prior to 5:00 p.m. in the city where the Company's principal executive offices are located and otherwise on the next business day.

(7) Defective Nomination Determination

The chair of any meeting of shareholders of the Company shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this Article 10.10, and if any proposed nomination is not in compliance with such provisions, must as soon as practicable following receipt of such nomination and prior to the meeting declare that such defective nomination shall not be considered at any meeting of shareholders.

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(8) Waiver

The board may, in its sole discretion, waive any requirement in this Article 10.10.

(9) Definitions

For the purposes of this Article 10.10, "public announcement" means disclosure in a news release disseminated by the Company through a national news service in Canada, or in a document filed by the Company for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2) at an annual general meeting, all business is special business except for the following:

(a) business relating to the conduct of or voting at the meeting;

(b) consideration of any financial statements of the Company presented to the meeting;

(c) consideration of any reports of the directors or auditor;

(d) the setting or changing of the number of directors;

(e) the election or appointment of directors;

(f) the appointment of an auditor;

(g) the setting of the remuneration of an auditor;

(h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(i) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

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11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares, a quorum for the transaction of business at a meeting of shareholders is present if at least two shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting.

11.4 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.5 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.6 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.7 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.6(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the meeting shall be terminated.

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11.8 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or

(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.9 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president willing to act as chair of the meeting or present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose a director, officer or corporate counsel to be chair of the meeting or if none of the above persons are present or if they decline to take the chair, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.10 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.11 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.12 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.13 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

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11.14 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.15 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.16 Manner of Taking Poll

Subject to Article 11.17, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:

(a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b) in the manner, at the time and at the place that the chair of the meeting directs;

(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(3) the demand for the poll may be withdrawn by the person who demanded it.

11.17 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.18 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.19 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.20 Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

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11.21 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.22 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

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12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(2) if a representative is appointed under this Article 12.5:

(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint up to two proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

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12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder

A person appointed as a proxy holder need not be a shareholder.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(2) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]
(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

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Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):

   
  Signed [month, day, year]
   
   
  [Signature of shareholder]
   
   
  [Name of shareholder-printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2) provided, at the meeting, to the chair of the meeting.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

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(1) subject to Article 13.1(2) the number of directors that is equal to the number of the Company's first directors; and

(2) the greater of three and the most recently set of:

(a) the number of directors set by a resolution of the directors; and

(b) the number of directors in the office pursuant to Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

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13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2) those directors whose term of office expires at the annual general meeting cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

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then each director then in office continues to hold office until the earlier of:

(3) the date on which his or her successor is elected or appointed; and

(4) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding 13.1 and 13.2, between annual general meetings or .unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

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14.9 Ceasing to be a Director

A director ceases to be a director when:

(1) the term of office of the director expires;

(2) the director dies;

(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4) the director is removed from office pursuant to Article 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. POWERS AND DUTIES OF DIRECTORS

15.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

15.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

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15.3 Power to Set the Remuneration of Auditors

The directors may, from time to time, set the remuneration of the auditor for the Company.

16. DISCLOSURE OF INTEREST OF DIRECTORS

16.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

16.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

16.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

16.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

16.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

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16.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

16.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

17. PROCEEDINGS OF DIRECTORS

17.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

17.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes.

17.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1) the chair of the board, if any;

(2) in the absence of the chair of the board or if designated by the chair, the president, a director or other officer; or

(3) any other director or officer chosen by the directors if:

(a) neither the chair of the board nor the president is present at the meeting within 15 minutes after the time set for holding the meeting;

(b) neither the chair of the board nor the president is willing to chair the meeting; or

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(c) the chair of the board and the president have advised the secretary, if any, or any other director, that they will not be present at the meeting.

17.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

17.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

17.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 23.1 or orally or by telephone.

17.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2) the director or alternate director, as the case may be, has waived notice of the meeting.

17.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

17.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

- 31 -

17.10 Quorum

The quorum necessary for the transaction of the business of the directors is a majority of the number of directors in office or such greater percentage of the number of directors the directors may determine from time to time.

17.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

17.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

18. EXECUTIVE AND OTHER COMMITTEES

18.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1) the power to fill vacancies in the board of directors;

(2) the power to remove a director;

(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and

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(4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

18.2 Appointment and Powers of Other Committees The directors may, by resolution:

(1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2) delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a) the power to fill vacancies in the board of directors;

(b) the power to remove a director;

(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d) the power to appoint or remove officers appointed by the directors; and

(3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

18.3 Obligations of Committees

Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must:

(1) conform to any rules that may from time to time be imposed on it by the directors; and

(2) report every act or thing done in exercise of those powers at such times and in such manner and form as the directors may require.

18.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(2) terminate the appointment of, or change the membership of, the committee; and

(3) fill vacancies in the committee.

18.5 Committee Meetings

Subject to Article 18.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 18.1 or 18.2:

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(1) the committee may meet and adjourn as it thinks proper;

(2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(3) a majority of the members of the committee constitutes a quorum of the committee; and

(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has a second or casting vote.

19. OFFICERS

19.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

19.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(1) determine the functions and duties of the officer;

(2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

19.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

19.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

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20. INDEMNIFICATION

20.1 Definitions

In this Article 20:

(1) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2) "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a) is or may be joined as a party; or

(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3) "expenses" has the meaning set out in the Business Corporations Act.

20.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 20.2.

20.3 Indemnification

Subject to any restrictions in the Business Corporations Act and these Articles, the Company may indemnify any person.

20.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

20.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1) is or was a director, alternate director, officer, employee or agent of the Company;

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(2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

21. DIVIDENDS

21.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

21.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

21.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 21.2.

21.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

21.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

21.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1) set the value for distribution of specific assets;

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(2) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3) vest any such specific assets in trustees for the persons entitled to the dividend.

21.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

21.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

21.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

21.10 Dividend Bears No Interest

No dividend bears interest against the Company.

21.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

21.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

21.13 Unclaimed Dividends

Any dividend unclaimed after a period of three years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company. The Company shall not be liable to any person in respect of any dividend which is forfeited to the company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

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21.14 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

22. DOCUMENTS, RECORDS AND REPORTS

22.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

22.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, shareholders of the Company may inspect or obtain a copy of any accounting records of the Company.

23. NOTICES

23.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:

(a) for a record mailed to a shareholder, the shareholder's registered address;

(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(c) in any other case, the mailing address of the intended recipient;

(2) delivery at the applicable address for that person as follows, addressed to the person:

(a) for a record delivered to a shareholder, the shareholder's registered address;

(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(c) in any other case, the delivery address of the intended recipient;

- 38 -

(3) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5) physical delivery to the intended recipient.

23.2 Deemed Receipt of Mailing

A notice, statement, report or other record that is:

(1) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;

(2) faxed to a person to the fax number provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

(3) e-mailed to a person to the e-mail address provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed; and

(4) delivered in accordance with Section 23.1(5), is deemed to be received by the person on the day such written notice is sent.

23.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 23.1, prepaid and mailed or otherwise sent as permitted by Article 23.1 is conclusive evidence of that fact.

23.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

23.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1) mailing the record, addressed to them:

(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

- 39 -

(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24. SEAL

24.1 Who May Attest Seal

Except as provided in Articles 24.2 and 24.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1) any two directors;

(2) any officer, together with any director;

(3) if the Company only has one director, that director; or

(4) any one or more directors or officers or persons as may be determined by the directors.

24.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer.

24.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

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25. PROHIBITIONS

25.1 Definitions

In this Article 25:

(1) "designated security" means:

(a) a voting security of the Company;

(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(2) "security" has the meaning assigned in the Securities Act (British Columbia);

(3) "voting security" means a security of the Company that:

(a) is not a debt security, and

(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

25.2 Application

Article 25.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

25.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Consent of Independent Auditor

We hereby consent to the incorporation by reference in this Registration Statement on Form 40-F of Mako Mining Corp. of our report dated April 10, 2025 relating to the consolidated financial statements of Mako Mining Corp., which appears in Exhibit 99.6 to this Registration Statement.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants
Vancouver, British Columbia

Canada


March 18, 2026

Consent of Steven Ristorcelli

The undersigned hereby consents to:

i. the scientific and technical information, which was true and accurate as of the date the report was prepared, and for which I am responsible in “Amended Technical Report and Estimate of Mineral Resources for the San Albino Project Comprising the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua Revision 13 Report RSI(RNO)-M0206-24002” dated June 10, 2024;

ii. the scientific and technical information, which was true and accurate as of the date the report was originally prepared, originally prepared by Peter Ronning in connection with Technical Report titled “Amended Technical Report and Estimate of Mineral Resources for the San Albino Project Comprising the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua Revision 13 Report RSI(RNO)-M0206-24002” dated June 10, 2024; and

 

the use of and reference to my name in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Steven Ristorcelli
Steven Ristorcelli, C.P.G.
 
Dated: March 18, 2026

Consent of John Rust

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

/s/ John Rust
John Rust

Dated: March 18, 2026

Consent of Brian Ray

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

/s/ Brian Ray
Brian Ray

Dated: March 18, 2026

Consent of N. Eric Fier

The undersigned hereby consents to:

i. the scientific and technical information for which I am responsible for;

ii. the scientific and technical information, originally prepared by Rolf Schmitt; 

iii. the scientific and technical information, originally prepared by David Frost; 

iv. the scientific and technical information, originally prepared by DRA Americas Inc.; and 

the use of and reference to my name in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

/s/ N. Eric Fier
N. Eric Fier

Dated: March 18, 2026

Consent of Matthew Gray

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

/s/ Matthew Gray
Matthew Gray

Dated: March 18, 2026

Consent of Michael Dufresne

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

/s/ Michael Dufresne
Michael Dufresne

Dated: March 18, 2026

Consent of Andrew Turner

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Andrew Turner
Andrew Turner
 
 
 
Dated: March 18, 2026

Consent of James N. Gray

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ James N. Gray
James N. Gray
 
 
 
Dated: March 18, 2026

Consent of Chris Keech

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Chris Keech
Chris Keech
 
 
 
Dated: March 18, 2026

Consent of Gary Wong

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Gary Wong
Gary Wong
 
 
 
Dated: March 18, 2026

Consent of Antoine Berton

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Antoine Berton
Antoine Berton
 
 
 
Dated: March 18, 2026

Consent of Leon McGarry

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Leon McGarry
Leon McGarry
 
 
 
Dated: March 18, 2026

Consent of Nigel Fung

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Nigel Fung
Nigel Fung
 
 
 
Dated: March 18, 2026

Consent of Richard M. Gowans

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Richard M. Gowans
Richard M. Gowans
 
 
 
Dated: March 18, 2026

Consent of Thomas Dyer

The undersigned hereby consents to:

i. the scientific and technical information for which I am responsible for;

ii. the scientific and technical information, originally prepared by Jordan Anderson; and

the use of and reference to my name in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ Thomas Dyer
Thomas Dyer
 
 
 
Dated: March 18, 2026

Consent of William J. Lewis

The undersigned hereby consents to the use of and reference to my name and the scientific and technical information I am responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

 
/s/ William J. Lewis
William J. Lewis
 
 
 
Dated: March 18, 2026

Consent of Advantage Geoservices Ltd.

Advantage Geoservices Ltd. hereby consents to the use of and reference to its name and the scientific and technical information it is responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

/s/ James N. Gray, P.Geo  
Name: James N. Gray, P.Geo
Title: President 		  
   
   
Dated: March 18, 2026  

Consent of APEX Geoscience Ltd.

APEX Geoscience Ltd. hereby consents to the use of and reference to its name and the scientific and technical information it is responsible for in the documents which are filed with or incorporated by reference in the Registration Statement on Form 40-F of Mako Mining Corp. being filed with the United States Securities and Exchange Commission, and any amendments thereto.

 

   
/s/ Michael B. Dufresne  
Name: Michael B. Dufresne, M.Sc., P.Geol., P.Geo.
Title: President 		  
   
   
Dated: March 18, 2026  

CONSENT OF STIFEL NICOLAUS CANADA INC.

The undersigned hereby consents to the reference of the undersigned's name included or incorporated by reference in the Registration Statement on Form 40-F (the "Form 40-F") being filed by Mako Mining Corp. (the "Company") with the United States Securities and Exchange Commission, and any amendments thereto, in connection with the Notice of Meeting of Special Meeting and Management Information Circular of the Company dated December 23, 2025 (the "Circular"), which includes reference to Stifel Nicolaus Canada Inc. ("Stifel") in connection with the Fairness Opinion of Stifel dated November 25, 2025.

The undersigned further consents to the filing of the fairness opinion and the related description in the Circular with the Form 40-F.

/s/ STIFEL NICOLAUS CANADA INC.