Form 40FR12B Mako Mining Corp.
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E-mailUNITED 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.
* to be filed with Amendment No. 1 to this Registration Statement on Form 40-F
ATTACHMENTS / EXHIBITS
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