Mako Mining — Capital/Financing Update 2020

Jul 3, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

• Item 1. Name and Address of Reporting Issuer

Mako Mining Corp. 595 Burrard Street P.O. Box 49195, Suite 2833, Three Bentall Centre Vancouver, British Columbia V7X 1K8

• Item 2. Date of Material Change

June 26, 2020 and July 2, 2020.

• Item 3. News Release

News releases were issued on June 26, 2020 and July 2, 2020 through CNW and copies were filed on SEDAR.

Item 4. Summary of Material Changes

On June 26, 2020, Mako Mining Corp. (the “ Company ” or “ Mako ”) announced that it had entered into an agreement with a syndicate of underwriters led by Stifel Nicolaus Canada Inc. (the “ Underwriters ”) in connection with a “bought deal” private placement financing (the “ Bought Deal Offering ”) of an aggregate 30,000,000 units of the Company (the “ Units ”) at an issue price per Unit of C$0.40 (the “ Offering Price ”) for aggregate gross proceeds of C$12,000,000. The Company also announced that a large shareholder of the Company had indicated an intention to subscribe for 41,000,000 Units in a concurrent nonbrokered private placement, on the same terms as the Bought Deal Offering (the “ Non-Brokered Offering ” and together with the Bought Deal Offering, the “ Offering ”).

On July 2, 2020, the Company announced that Wexford Capital LP had elected to exercise its participation right pursuant to the investor rights agreement between the Company and Wexford dated November 9, 2018 whereby Wexford Spectrum Trading Limited (“ WST ”) and Wexford Catalyst Trading Limited (“ WCT ”), funds managed by Wexford Capital LP (collectively, “ Wexford ”), have agreed to purchase, on a non-brokered private placement basis, an aggregate of 41,000,000 Units at the Offering Price for aggregate gross proceeds of C$16,400,000, having the same terms as the Units under the Bought Deal Offering. As a result, the total gross proceeds from the Offering are expected to be C$28,400,000.

Item 5. 5.1 – Full Description of Material Change

On June 26, 2020, the Company announced that it had entered into an agreement with the Underwriters in connection with the Bought Deal Offering of an aggregate 30,000,000 Units at the Offering Price for aggregate gross proceeds of C$12,000,000.

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On July 2, 2020, the Company announced that Wexford Capital LP had elected to exercise its participation right pursuant to the investor rights agreement between the Company and Wexford dated November 9, 2018, whereby WST and WCT have agreed to purchase, on a non-brokered private placement basis, an aggregate of 41,000,000 Units at the Offering Price, having the same terms as the Units under the Bought Deal Offering. As a result, the total gross proceeds from the Offering are expected to be C$28,400,000.

Each Unit shall consist of one common share (“ Common Share ”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.60 for a period of 18 months following the Closing Date (as defined below).

The net proceeds from the Offering will be used (i) to fund remaining capital expenditures at the San Albino Gold Project in Nicaragua, (ii) for debt repayment (from funds raised under the Bought Deal Offering only), (iii) for exploration expenditures, and (iv) for working capital and general corporate purposes.

The Offering is expected to close on or about July 16, 2020 (the “ Closing Date ”).

The completion of the Offering shall be subject to, among other things, the receipt of all necessary regulatory and stock exchange approvals relating to the Offering as are appropriate in the circumstances, including the approval of the TSX Venture Exchange (the “ TSXV ”) prior to the Closing Date.

The Company shall pay the Underwriters a cash fee equal to 6.0% of the gross proceeds of the Bought Deal Offering (the “ Commission ”). As additional consideration, the Underwriters shall receive compensation warrants (the “ Compensation Warrants ”) equal to 5.0% of the number of Units sold pursuant to the Bought Deal Offering. Each Compensation Warrant will entitle the holder thereof to acquire one Common Share at the Offering Price for a period of 18 months following the Closing Date.

The Non-Brokered Offering and participation by certain directors and officers of the Company in the Bought Deal Offering are considered to be “related party transactions” within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61101 ”), adopted under the Policy.

The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61- 101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, is expected to exceed 25% of the Company’s market capitalization (as determined under MI 61-101).

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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 Not applicable. Item 8. Executive Officer Contact: Akiba Leisman, Chief Executive Officer, Mako Mining Corp. Telephone: (203) 862-7059 Item 9 Date of Report This Material Change Report is dated as of July 3, 2020.

Forward-Looking Statements: Some of the statements contained herein may be considered “forward-looking information” within the meaning of applicable securities laws, including statements regarding the completion of the Offering, the participation of certain directors and officers in the Offering, the total gross proceeds raised under the Offering, the use of proceeds from the Offering and the timing of completion of the Offering. Although Mako believes that the expectations reflected in its forward-looking information are reasonable, such information has been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to Mako. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation, the receipt of final approval from the TSXV in respect of the Offering and the timing thereof, the Underwriters exercising their termination rights in connection with the Offering and the directors and officers of the Company determining a reallocation of the proceeds from the Offering for prudent business reasons following closing of the Offering. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this material change report are made as of the date of this material change report and, except as required by applicable law, Mako does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.