Form 40FR12B/A Mako Mining Corp.
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
☒ 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 001-43201
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.
The Company filed a Registration Statement on Form 40-F on March 18, 2026 (the "Original Form 40-F"). The Company is filing this Amendment No. 1 for the sole purpose of filing exhibits that were too large to be filed with the Original Form 40-F.
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. |
*previously filed with the Original Form 40-F
ATTACHMENTS / EXHIBITS
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