TSX-V:MKO
TORONTO, June 10, 2019 /CNW/ - Mako Mining Corp. (TSX-V:
MKO) ("Mako" or the "Company") today announced that
it will conduct an offering (the "Rights Offering") of
rights to acquire common shares of the Company ("Common
Shares") to raise gross proceeds of C$27,000,000.
Pursuant to the rights offering circular (the "Rights
Offering Circular") and the notice of rights offering (the
"Notice of Rights Offering") each eligible registered
shareholder of the Company resident in Canada holding Common Shares as at the close
of business on June 18, 2019 (the "Record Date") will
receive 0.860792876 of one right for every one (1) Common
Share held. All fractional rights will be rounded down to the
nearest whole number of rights (each whole right, a
"Right"). Each Right will entitle the holder to
subscribe for one Common Share at a subscription price of
C$0.10 per Common Share (the
"Basic Subscription Privilege"). Shareholders who fully
exercise their Rights under the Basic Subscription Privilege will
also be entitled to subscribe for additional Common Shares, on a
pro rata basis, if available as a result of unexercised
Rights prior to the Expiry Time (the "Additional Subscription
Privilege"), subject to certain limitations as set out in
the Company's Rights Offering Circular.
The Rights will be listed and posted for trading on the TSX
Venture Exchange under the symbol "MKO.RT" on a "when issued" basis
commencing on June 17, 2019 and will expire at 2:00 p.m. (Vancouver time)/5:00
p.m. (Toronto time)
(the "Expiry Time") on July 15,
2019, after which time unexercised Rights will be void and
of no value.
The Company currently has 313,664,306 Common Shares issued
and outstanding. If all Rights issued under the Rights Offering are
validly exercised, an additional 270,000,000 Common Shares would be
issued. The Company intends to use the net proceeds of the Rights
Offering to advance the San Albino Project, including commencement
of construction, working capital associated with the development of
the San Albino Project and ongoing exploration at the San Albino
Project.
A Notice of Rights Offering and a rights certificate will be
mailed to each registered shareholder of the Company resident in
Canada as at the Record Date.
Registered shareholders who wish to exercise their rights must
forward the completed rights certificate, together with the
applicable funds, to the rights agent, Computershare Investor
Services Inc., on or before the Expiry Time. Shareholders who own
their Common Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary.
The Rights Offering will be conducted in all provinces and
territories of Canada.
However, certain holders of Common Shares in jurisdictions
outside of Canada may be able to
participate in the Rights Offering where they can establish that
the transaction is exempt under applicable legislation. If you are
a holder of Common Shares and reside outside of Canada please review the Notice of Rights
Offering, Rights Offering Circular and Notice to Ineligible
Shareholders to determine your eligibility and the process and
timing requirements to receive and, or, exercise your Rights. The
Company requests any ineligible shareholder interested in
exercising their Rights to contact the Company at their earliest
convenience. A copy of the Notice of Rights Offering, the Rights
Offering Circular and the Notice to Ineligible Shareholders are
available under the Company's profile on SEDAR
at www.sedar.com.
Neither the Rights being offered or the Common Shares issuable
upon exercise of the Rights have been or will be registered under
the United
States Securities Act of 1933, as amended,
and may not be exercised, offered or sold, as applicable, in
the United States absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy the securities
of the Company. There shall be no offer or sale of these securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification of such
securities under the laws of any such jurisdiction.
Standby Commitment Agreement
In connection with the Rights Offering, the Company has entered
into a standby commitment agreement (the "Standby Commitment
Agreement") with Wex Mako Ltd (the "Standby
Purchaser"), an affiliate of Wexford Capital LP, the Company's
controlling shareholder. The Standby Purchaser has agreed,
subject to certain terms and conditions, to exercise its Basic
Subscription Privilege in respect of any Rights it holds, and, in
addition thereto, acquire any additional Common Shares available as
a result of any unexercised Rights under the Rights Offering (the
"Standby Commitment"), such that the Company will, subject
to the terms of the Standby Commitment Agreement, be guaranteed to
issue 270,000,000 Common Shares in connection with the Rights
Offering for aggregate gross proceeds of C$27,000,000. The Standby Commitment is being
guaranteed by each of Wexford Catalyst Trading Limited
("WCT"), Wexford Spectrum Trading Limited ("WST") and
Wexford Focused Investors LLC ("WFI" and, together with WCT
and WST, the "Standby Guarantors"), each of which is a
private investment fund managed by Wexford Capital LP and an
affiliate of the Standby Purchaser.
Each of the Standby Purchaser and the Standby Guarantors
(collectively the "Wexford Entities") is a "related party"
of the Company under Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101") because Wexford Capital LP, which controls the Wexford
Entities, exercises control and direction over more than 10% of the
issued and outstanding Common Shares. The Rights Offering is
not subject to the related party rules under MI 61-101 based on a
prescribed exception related to rights offerings.
Early Warning Disclosure
Wexford Capital LP is providing the following additional
information pursuant to the early warning requirements of
applicable Canadian securities laws:
Prior to the entering into of the Standby Commitment Agreement,
the Wexford Entities beneficially owned an aggregate of 127,369,678
Common Shares, representing approximately 40.61% of the issued and
outstanding Common Shares. Assuming none of the holders of
Rights (other than the Wexford Entities) take up their Basic
Subscription Privilege and the Standby Purchaser provides its
Standby Commitment in full, the Wexford Entities would acquire an
aggregate of 270,000,000 Common Shares in connection with the
Rights Offering and, following closing of the Rights Offering,
the Wexford Entities would beneficially own an aggregate of
397,369,678 Common Shares, which would represent
approximately 68.08% of the issued and outstanding Common
Shares, an increase in the Wexford Entities' shareholding
percentage of approximately 27.47%.
The Common Shares are being acquired for investment purposes.
The Wexford Entities may from time to time acquire additional
securities, dispose of some or all of the existing or additional
securities, or may continue to hold the securities of Mako.
Pursuant to an investor rights agreement dated November 9, 2018 between Wexford Capital LP and
Mako (the "Investor Rights Agreement"), Wexford Capital LP
and its affiliates (including the Wexford Entities) have the right
to participate in future equity financings of Mako to maintain
their then current equity ownership in Mako on terms no less
favourable than those offered to other investors in such financings
(subject to certain exceptions). Mako has consented to the
acquisition by the Wexford Entities or their affiliates of Common
Shares pursuant the Rights Offering or Standby Commitment
notwithstanding that such acquisition may result in the equity
ownership of Wexford Capital LP and its affiliates exceeding the
45% cap set forth in the Investor Rights Agreement.
About Mako Mining Corp.
Mako Mining Corp. is a publicly listed gold mining, development
and exploration firm. It operates the producing La Trinidad open-pit, heap leach gold mine in
Sinaloa State, Mexico and is
developing its San Albino gold project in Nuevo Segovia, Nicaragua. Mako's primary objective is to
bring San Albino into production quickly and efficiently, while
continuing exploration of prospective targets in both Mexico and Nicaragua.
Currently, Mako is exploring for gold and silver mineralization
on more than 60,200 hectares (602 km2) land holdings in
Sinaloa State, Mexico and on
13,771 hectares (138 km2) at the San Albino-Murra and El
Jicaro properties, both in Nueva
Segovia, Nicaragua. The
Corona de Oro Gold Belt, approximately 3 kilometres wide by 23
kilometres long, contains hundreds of historical mines and workings
and spans the entirety of the Company's Nicaragua land package.
About Wexford Capital LP
Wexford Capital LP is an SEC registered investment advisor based
in West Palm Beach, Florida and
Greenwich, Connecticut, with
approximately U.S.$3 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
411 West Putnam Ave.
Greenwich, CT 06830
USA
Telephone: (203) 862-7000
Contact: Arthur Amron
The head office of Mako is located at 595 Burrard Street, P.O.
Box 49195, Suite 2833, Three Bentall Centre, Vancouver, British Columbia, V7X 1J1. The
address of Wex Mako Ltd is c/o Maples & Calder, Ugland House,
South Church Street, George Town, Grand
Cayman, Cayman Islands.
Forward-Looking Statements
Some of the statements contained herein may be considered
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the completion of
the Rights Offering, use of proceeds from the Rights Offering and
the provision of the Standby Commitment. Although Mako believes
that the expectations reflected in its forward-looking information
are reasonable, such information has been based on factors and
assumptions concerning future events that may prove to be
inaccurate. These factors and assumptions are based upon currently
available information to Mako. Such information is subject to known
and unknown risks, uncertainties and other factors that could
influence actual results or events and cause actual results or
events to differ materially from those stated, anticipated or
implied in the forward-looking information. A number of important
factors including those set forth in other public filings could
cause actual outcomes and results to differ materially from those
expressed in these forward-looking statements. Factors that could
cause the actual results to differ materially from those in
forward-looking statements include the receipt of final approval
from the TSX Venture Exchange in respect of the Rights Offering and
the timing thereof. Readers are cautioned to not place undue
reliance on forward-looking statements. The statements in this
press release are made as of the date of this release and, except
as required by applicable law, Mako does not undertake any
obligation to publicly update or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise. Mako undertakes no obligation to
comment on analyses, expectations or statements made by third
parties in respect of Mako, or its financial or operating results
or its securities.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Mako Mining Corp.
