Forward Looking Information
This document contains "forward-looking information" within the meaning of applicable Canadian securities laws. 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 words and phrases or 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 document includes: expected timing and completion of the Transaction; the strengths, characteristics and expected benefits and synergies of the Transaction; receipt of court approval; approval of the Transaction by Goldsource securityholders at the special meeting of Goldsource securityholders; obtaining TSXV acceptance to complete the Transaction; the anticipated timing of the special meeting of Goldsource securityholders to vote on the Transaction and the related management information circular; the expected delisting of the Goldsource Shares from the TSXV; the composition of the post-Transaction Mako board and management team; pro forma capitalization; expectations regarding the potential benefits and synergies of the Transaction and the ability of the combined company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays; expectations regarding mineral resources, results of the preliminary economic assessment and future production; expectations regarding financial strength, free cash flow generation, trading liquidity, and capital markets profile; expectations regarding future exploration and development, budgets and growth potential for Mako's and Goldsource's operations; expectations relating to life of mine; availability of the exemption under Section 3(a)(10) of the U.S. Securities Act to the securities issuable in the Transaction; and the companies' assessments of, and expectations for, future business activities and operating performance. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances, including information in this document regarding the Transaction, contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the companies' expectations, estimates and projections regarding possible future events or circumstances. The forward-looking information included in this document is based on the companies' opinions, estimates and assumptions in light of their experience and perception of historical trends, current conditions and expected future developments, their assumptions regarding the Transaction (including, but not limited to, their ability to close the Transaction on the terms contemplated, and to derive the anticipated benefits therefrom), as well as other factors that they currently believe are appropriate and reasonable in the circumstances. The forward-looking information contained in this document is also based upon a number of assumptions, including the companies' ability to obtain the required securityholder, court and regulatory approvals in a timely matter, if at all; their ability to satisfy the terms and conditions precedent of the Arrangement Agreement in order to consummate the Transaction; assumptions in respect of current and future market conditions and the execution of the companies' business strategies, that operations in Mako's and Goldsource's properties will continue 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. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also 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. Such risks, uncertainties and other factors include, but are not limited to, failure to receive the required securityholder, court, regulatory and other approvals necessary to effect the Transaction; the potential for a third party to make a superior proposal to the Transaction; that Mako and its shareholders will not realize the anticipated benefits following the completion of the Transaction; that the special meeting of Goldsource securityholders to vote on the Transaction will not occur within the anticipated timeframe; and those set forth under the caption "Risk and Uncertainties" in Mako's management's discussion and analysis for the nine months ended September 30, 2023, Goldsource's management's discussion and analysis for the nine months ended September 30, 2023, and other documents filed with or submitted to the Canadian securities regulatory authorities on the SEDAR+ website atwww.sedarplus.ca.
Although the companies have 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 not presently known to them or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this document represents the companies' expectations as of the date of this document and is subject to change after such date. Mako and Goldsource each disclaim any intention or obligation or undertaking 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. All of the forward-looking information contained in this document is expressly qualified by the foregoing cautionary statements.
Scientific and Technical Information
All scientific and technical information relating to the San Albino Project contained in this presentation is derived from the technical report dated October 25, 2023 with an effective date of October 11, 2023 titled "Technical Report and Estimate of Mineral Resources for the San Albino Project Comprising the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua" (the "Mako Technical Report") prepared by Steven Ristorcelli, C.P.G., Peter Ronning, P. Eng., Matthew Gray, C.P.G., Brian Ray, P. Geo., and John Rust, Registered Member, SME. The information contained herein with respect to the San Albino Project is subject to all of the assumptions, qualifications and procedures set out in the Mako Technical Report and reference should be made to the full text of the Mako Technical Report, which is available under Mako's profile atwww.sedarplus.ca.
The scientific and technical information in respect of Mako in this presentation has been reviewed, verified and approved by Mr. John Rust, SME, who serves as Mako's qualified person, as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), and no limitations were imposed on the verification process. Mr. Rust is not independent of Mako as he is an employee of Mako.
All scientific and technical information relating to the Eagle Mountain Project contained in this presentation is derived from the technical report dated March 1, 2024 with an effective date of January 16, 2024 titled "Preliminary Economic Assessment for the Eagle Mountain Gold Project, Guyana" (the "Goldsource Technical Report") prepared by Nigel Fung, P. Eng., Leon McGarry, B.Sc., P.Geo., Antoine Berton, Soutex, P.Eng., and Rolf Schmitt, P.Geo. The information contained herein with respect to the Eagle Mountain Project is subject to all of the assumptions, qualifications and procedures set out in the Goldsource Technical Report and reference should be made to the full text of the Goldsource Technical Report, which is available under Goldsource's profile atwww.sedarplus.ca.
The scientific and technical information in respect of Goldsource in this presentation has been reviewed, verified and approved by Mr. Eric Fier, CPG, who serves as Goldsource's qualified person, as defined in NI 43-101, and no limitations were imposed on the verification process. Mr. Fier is not independent of Goldsource as he is the Executive Chairman of Goldsource.
Mineral Exploration and Inferred Mineral Resources
Goldsource is a mineral exploration focused company and the Eagle Mountain Project is in the mineral exploration stage only. The degree of risk increases substantially where an issuer's properties are in the mineral exploration stage as opposed to the development or operational stage. Confidence in an inferred mineral resource estimate is insufficient to allow meaningful application of the technical and economic parameters to enable an evaluation of economic viability sufficient for public disclosure, except in certain limited circumstances set out in NI 43-101. There is no assurance that mineral resources will be converted into mineral reserves. The preliminary economic assessment in the Goldsource Technical Report is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Third Party Information
This presentation includes market and industry data obtained from various publicly available sources and other sources believed by Mako and Goldsource to be true. Although Mako and Goldsource believe it to be reliable, the companies have not independently verified any of the data from third-party sources referred to in this presentation or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. Mako and Goldsource do not make any representation as to the accuracy of such information. Some numbers in this presentation may not be exact or add consistently due to rounding.
Non-GAAP and Other Performance Measures
Mako and Goldsource have included certain non-IFRS financial measures in this presentation, such as development capital expenditures, sustaining capital expenditures, total cash costs, all-in sustaining costs, and free cash flow, which are not measures recognized under IFRS and do not have a standardized meaning within generally accepted accounting principles under IFRS. As a result, amounts presented may not be comparable to similar measures reported by other companies. Each of these measures used 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.
Development Capital Expenditures
Development capital expenditures represents the spending at new projects and/or expenditures at an existing operation that is undertaken with the intention to increase production levels or increase the mine life.
Sustained Capital Expenditures
Sustaining capital expenditures are expenditures incurred during a production phase to sustain and maintain the existing assets so they can achieve constant expected levels of production from which the Company will derive economic benefits. Sustaining capital expenditures include expenditure for assets to retain their existing productive capacity as well as to enhance performance and reliability of the operations.
Total Cash Costs and Total Cash Costs per Ounce
Total cash costs are reflective of the cost of production. Total cash costs reported in the PEA include mining costs, processing, general and administrative costs of the mine, off-site costs, refining costs, transportation costs and royalties. Total cash costs per ounce is calculated as total cash costs divided by payable gold ounces.
All-In Sustaining Costs and All-In Sustaining Costs per Ounce
Site-level all-in sustaining costs and all-in sustaining costs per ounce are reflective of all of the expenditures that are required to produce an ounce of gold from operations. All-in sustaining costs reported in the PEA include total cash costs, sustaining capital, but exclude corporate general and administrative and exploration costs. All-in sustaining costs per ounce is calculated as all-in sustaining costs divided by payable gold ounces. A description of the significant cost components that make up the forward looking non-IFRS financial measures of total cash costs and all-in sustaining costs per ounce of payable gold produced is shown in the table below.
Description
Mining (1)(2)
Processing (1)(2) Rehandle G&A Other Rent
Contractor Mobilization Total Operating Costs Treatment & Refining Charges Royalties
Total Cash Costs(5) Sustaining Capex (3)(5)
All-In Sustaining Cost (AISC) (4)(5)
Total Cost
(US$ M)
Notes:
1) The unit mining and processing costs for saprolite are estimated at US$2.10/tonne mined and US$11.10/tonne milled, respectively.
2) The unit mining and processing costs for fresh and transition rock are estimated at US$2.75/tonne mined and US$21.00/tonne milled, respectively.
3) Sustaining capital costs excludes closure costs.
4) Site-level AISC include total cash costs and sustaining capital costs.
Free Cash Flow
Free cash flows are revenues net of operating costs, royalties, capital expenditures and cash taxes.
Mako: Low-Cost Gold Producer with Strong Free Cash Flow and Growth
• Combination of Mako's high grade production base with a low-capital intensity project with robust economics
• Consolidated company has exposure to unique and mining-friendly jurisdictions with meaningful exploration upside
• Shallow open pit with an expected 15-year mine life will leverage Mako's construction and logistics teams; quick payback period driven by a phased development plan
• Eagle Mountain brings an expected 15-year mine life with an after-tax IRR of 57% and after-tax NPV5% of US$292M at the base-case gold price assumption of US$1,850/oz(1)
Geographic Diversification & Enhanced Operational Profile
Addition of Project with Robust Economic Profile to Strong Operational Base
• Both San Albino and Eagle Mountain benefit from shallow dipping orebodies, allowing for streamlined extraction processes and maximized resource recovery
• Plant flow sheet for Eagle Mountain is nearly identical to the plant that Mako designed, engineered and successfully built, reducing executional risk
(1)The preliminary economic assessment is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. For additional information see the Goldsource Technical Report, which is available under
Geological Similarities Leverages Recent Mine Building Experience
Goldsource's profile atwww.sedarplus.ca. See also "Mineral Exploration and Inferred Mineral Resources" on Slide 3." Gold prices used in the base scenario of $1,850/oz.
Strong Financial Position & Robust Cash Flow Generation
• Mako's cash flow and access to capital will reduce financial risk to develop Eagle Mountain
• Anticipated continued free-cash flow generation at San Albino will be utilized to accelerate development at Eagle Mountain
Expanded Capital Markets Presence & Institutional Shareholder Base
• Combined company is expected to have improved capital markets profile, research coverage and liquidity
• Strong institutional shareholder support for the combined company
Management Team & Board of Directors with Proven History of Value Creation
• Pro forma management team has a long history of operating in both Nicaragua and Guyana, including exploration success, mine construction, operational efficiency and robust community engagement
Transaction Summary
Proposed Transaction |
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Consideration |
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Implied Premiums |
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Pro Forma Ownership |
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Approvals |
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Bridge Financing |
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Management & Board |
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Timing & Termination |
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Pro Forma Capitalization
Goldsource shareholders to be issued 0.2200 Mako shares for each Goldsource share owned
Goldsource shareholders to be issued 13.2 M Mako shares
Pro forma ownership of 84% for current Mako shareholders and 16% for current Goldsource shareholders
Mako to leverage its strong balance sheet and anticipated free cash flow generation for the further development and advancement of Eagle Mountain
Strong institutional, management/insider and notable shareholder support with >50% of Mako shares held by identifiable parties
Mako 84%
Capital Structure
Share Price
C$ $2.53
Basic Shares Outstanding M 80.2
Options M 4.9
Warrants M 0.8
Market Cap C$M $202.9M
Cash(1)(2) C$M $6.6M
Debt(1)(2)
C$M $14.5MEnterprise Value
(1) Unaudited figures as of March 2024. CADUSD: 1.3583.
C$M
$210.8M
(2) Debt consists of: 189,000 ounces of silver payable to Sailfish & US$6.4M accrued interest payable to Wexford.
(3) Pro forma insider ownership as last reported.
Mako's Consistent Objective
Path for Sustainable Growth
2023
Mineral Resource
Growth & PEA Eagle Mountain
207,281 tonnes milled at a blended grade of 6.59 g/t Au in 2023
Sold 34,695 oz of Au at 79.6% recovery in 2023
Sold 13,481 oz of Au in Q4 2023 for US$1,945 /oz
Incorporated maiden Mineral Resource from Las Conchitas into the mine plan in Q3 2023
Commenced Mining at Las Conchitas in Q4 2023
Ramped up production to +550tpd
Prioritized and Identified drill targets on 14 new prospects
2024
Expanded Production &
Permitting
Obtain Full Permit at Las Conchitas
Studies and Engineering aiming to prepare Underground Mining in Q4 2024
Budget of US$9.0M in Exploration
47,050m RC and 14,440m DD for 2024
Tailings and Power trade-offs studies
Environmental Management Plan
Completed Eagle Mountain Project PEA
2025
Underground & 1st Milestones Eagle Mountain Project
Start Underground Mining at San Albino (Q1 2025) to complement Las Conchitas Open Pit Production
Exploration Programs to generate additional targets
Submission on Mining License Application
Environmental Impact Assessment Studies for Eagle Mountain
Project Construction Financing (Phase 1)
Receipt of Mining License (Late '25 early '26)
2026
Advanced Explo. & 1st Production at Eagle Mountain
Identify new exploration targets
Move targets to mid and/or advanced stage exploration
Evaluate expansion potential to 1,000tpd
Phase 1 : First Production
Phase 2 : Fresh rock Feasibility Study
Legend
San Albino
Eagle Mountain
Pro Forma Management Team & Board of Directors
Akiba Leisman
CEO (Director)
Akiba was Executive Chairman and Interim CEO of Marlin Gold Mining Ltd., leading the Company through the spinout of Sailfish Royalty Corp. and the acquisition of Marlin by Golden Reign Resources Ltd. to form Mako. He also serves as the Executive Chairman and a Director of Sailfish and as a consultant at Wexford Capital LP. Akiba has an MBA from New York University, and a B.S. in Chemical Engineering from Carnegie Mellon University
Steve Parsons
President
Steve is the current CEO of Goldsource. He is a capital markets professional, senior executive and operations engineer focused on precious metals. Senior Equity Analyst at National Bank Financial and Wellington West Capital Markets. Served as SVP Investor Relations at senior gold miner and as operations engineer at various mines in Canada and internationally
Paolo Durand
VP Corporate Development
Paolo has over 12 years of Banking, Financial Control & Budgeting, and Business Development expertise in the mining sector. He previously served as Corporate Head of Cost & Budget with Minsur SA, and Business Development Manager with Minera Volcan. Paolo received a double degree in Economics (B.A) and Corporate Financial Management (B.B.A) at St. Mary's University, TX as well as an MBA from HEC, Paris
Jesse Muñoz
COO
Jesse has over 35 years of experience working in the domestic and international mining sector. His successful career has included construction and start-up in both surface and underground mine facilities. He has experience in conventional milling, heap leaching, agglomeration, crushing, refining, and both carbon adsorption and Merrill-Crowe recovery systems. He also has experience in negotiating property acquisitions and developmental strategies in Latin American countries
Pro Forma Asset Overview
Scalable Diversified Gold Producer With a Platform for Growth
Nicaragua
San Albino Gold Mine
Nicaraguan district-scale over 188 km2 land package
Operating, high-grade, and scalable mine
Fully permitted up to 1,000 tpd
Open at depth and along strike
207,281 tonnes milled with 34,695 oz gold sold in 2023
TTM Mine cash flow of US$25.9M
Sold 13,481 oz of Au for total revenue of ~US$26M in Q4 2023
Pro-mining government
Gold is the fastest growing and largest export
25-year exploration and exploitation concessions
Skilled labour available
Safe environment to operate
Modern infrastructure (paved roads, water and power)
Limited modern gold exploration
(1)
Eagle Mountain Project
Guyana
Mining-friendly permitting process
Emerging as one of the most attractive South American mining jurisdictions
Tax exemptions and supportive government initiatives create a very attractive fiscal regime
Strong history of mining - mining, oil & gas
Recent oil discovery is having a tremendous impact on GDP per capita (US$10k in 2020 to an est. of US$69k in 2028)
For additional information see the Goldsource Technical Report, which is available under Goldsource's profile atwww.sedarplus.ca. See also "Mineral Exploration and Inferred Mineral Resources" on Slide 3.
Located in Guyana
Large scale, near surface mineral resource with 1.2Moz Au Indicated @ 1.18 g/t Au and 582Koz Au Inferred @ 0.98 g/t Au (1)
Existing infrastructure nearby
Mining-friendly government initiatives in place
Low cost and low capex intensity
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Mako Mining Corp. published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 11:51:08 UTC.