Mako Mining : Information Circular

NOTICE OF ANNUAL GENERAL MEETING

AND MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO AN ANNUAL GENERAL MEETING OF

SHAREHOLDERS OF MAKO MINING CORP.

to be held on October 13, 2023

MAKO MINING CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date:	Friday, October 13, 2023
Time:	10:00 a.m. (Toronto time)
Meeting Venue:	Suite 3200, Bay Adelaide Centre - North
	Tower, 40 Temperance St., Toronto, ON, M5H
	0B4

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of holders of common shares ("Shareholders") of Mako Mining Corp. ("Mako" or the "Company") will be held at 10:00 a.m. (Torono time) on October 13, 2023 at Suite 3200, Bay Adelaide Centre - North Tower, 40 Temperance St., Toronto, ON, M5H 0B4, for the following purposes:

1. to receive and consider the financial statements of the Company, together with the auditor's report thereon, for the year ended December 31, 2022;
2. to fix the number of directors of the Company at six (6);
3. to elect directors for the ensuing year;
4. to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
5. to consider, and, if thought advisable, to pass an ordinary resolution to re-approve the Company's Omnibus Incentive Plan; and
6. to transact such further and other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the management information circular dated August 30, 2023 (the "Information Circular"). Shareholders are reminded to review the Information Circular before voting.

The Company is using the notice-and-access system ("Notice-and-Access") under National Instrument 54-101Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102Continuous Disclosure Obligations to distribute the Notice of Meeting and Information Circular to Shareholders. Notice-and-Access allows the Company to post electronic versions of its proxy-related materials on SEDAR+ and on the Company's website, rather than mailing paper copies to Shareholders. This alternative means of distribution of the Company's proxy-related materials is more environmentally friendly by reducing paper use, and also reduces printing and mailing costs of the Company. Note that Shareholders still have the right to request paper copies of the proxy-related materials posted online by the Company under Notice-and-Access if they so choose.

The proxy-related materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.makominingcorp.com/investors/agm/.

Registered holders may request paper copies of the proxy-related materials to be sent to them by postal delivery at no cost to them. In order to receive a paper copy of the proxy-related materials please call the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America and entering your control number as indicated on your Proxy or Voting Instruction Form.

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Beneficial holders who wish to receive a paper copy of the proxy-related materials should contact Broadridge Investor Communications Solutions, Canada at 1-877-907-7643 or outside North America at 303-562-9305.

Shareholders who wish to receive a paper copy of the Information Circular and/or annual audired financial statements for the year ended December 31, 2022, in advance of the Meeting should make such request to the Company by no later than September 27, 2023, in order to allow reasonable time to receive and review the Information Circular prior to the proxy deadline of 10:00 a.m. (Toronto time) on October 11, 2023. The Information Circular will be sent to Shareholders within three (3) business days of their request if such request is made prior to the date of the Meeting. Following the Meeting, the Information Circular will be sent to such shareholders within 10 days of their request.

Shareholders will receive a paper copy of a notice package (the "Notice Package") under Notice-and- Access via pre-paid mail containing: (i) a notification regarding the Company's use of Notice-and-Access and how the proxy-related materials may be obtained, (ii) a form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a beneficial Shareholder), and (iii) a supplemental mailing list return card to elect to receive paper copies of the Company's financial statements and management's discussion and analysis.

The consolidated annual financial statements (the "Annual Financial Statements") and related management's discussion and analysis ("MD&A") of the Company for the year ended December 31, 2022, have previously been mailed to those Shareholders who had requested to receive them by indicating (where marked) on the form of proxy or voting instruction form, as applicable, or through completing the supplemental mailing list return card distributed to Shareholders in connection with the Company's 2022 Annual and Special Meeting of Shareholders. The Annual Financial Statements and MD&A are available under the Company's profile on SEDAR+ at www.sedarplus.caand on the Company's website at www.makominingcorp.com/investors/financial-reports.Shareholders may also request paper copies of the Annual Financial Statements and MD&A, free of charge, by calling the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America or via email at [e-mail].

The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on August 30, 2023 (the "Record Date"). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

Shareholders are requested to complete, date and sign the form of proxy contained in the Notice Package (in the return envelope provided for that purpose), or, alternatively, to vote over the internet, in each case in accordance with the instructions set out in the Notice Package. The completed proxy form must be deposited at the office of Computershare Investor Services Inc. ("Computershare"), 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1, Attn: Proxy Department, by mail, by fax at 1.416.263.9524 or toll free at 1.866.249.7775, or online at www.investorvote.com, or the proxy vote must otherwise be registered in accordance with the instructions set forth in the Notice Package. Non-registered Shareholders who receive the proxy-related materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form delivered in the Notice Package in accordance with the instructions provided by their broker or intermediary.

To be effective, a proxy must be received by Computershare not later than 10:00 a.m. (Toronto time) on October 11, 2023, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the postponed or adjourned

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meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his or her discretion. The Chairperson is under no obligation to accept or reject any particular late proxy.

DATED this 30th day of August, 2023.

BY ORDER OF THE BOARD OF

DIRECTORS OF MAKO MINING CORP.

"Akiba Leisman"

Akiba Leisman

Chief Executive Officer and Director

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MAKO MINING CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Time, Date and Venue Details

The Meeting will be held at the offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre - North Tower, 40 Temperance St., Toronto, ON, M5H 0B4 on October 13, 2023 at 10:00 a.m. (Toronto time)

Notice-and-Access

The Company is using the Notice-and-Access system under National Instrument 54-101Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51- 102 Continuous Disclosure Obligations to distribute its proxy-related materials to Shareholders.

Under Notice-and-Access, rather than the Company mailing paper copies of the proxy-related materials to Shareholders, the materials can be accessed online under the Company's profile on SEDAR+ at www.sedarplus.caor on the Company's website at https://www.makominingcorp.com/investors/agm/. The Company has adopted this alternative means of delivery for its proxy-related materials in order to reduce paper use and printing and mailing costs.

Shareholders will receive a Notice Package by prepaid mail, which will contain, among other things, information on Notice-and-Access and how Shareholders may access an electronic copy of the proxy- related materials, and how they may request a paper copy of the Information Circular, if they so choose, in advance of the Meeting and for a full year following the Meeting.

Shareholders will not receive a paper copy of the Information Circular unless they contact the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America or by email at [e-mail]. For Shareholders who wish to receive a paper copy of the Information Circular in advance of the voting deadline for the Meeting, requests must be received no later than September 27, 2023.

Shareholders with questions about Notice-and-Access may contact Computershare at 1-866-964- 0492.

Record Date

The record date for determining the Shareholders entitled to receive notice of and to vote at the Meeting is August 30, 2023. Only Shareholders of record as of the close of business (Toronto time) on the Record Date are entitled to receive notice of and to vote at the Meeting.

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of Mako for use at the Meeting and any postponement or adjournment thereof for the purposes set forth in the Notice of Meeting. It is expected that the solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone by directors, officers or employees of Mako to whom no additional compensation will be paid.

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