Mako Mining : Transaction Rational - Goldsource Acquisition

Creating a Diversified Gold Producer With a Platform for Growth

Transaction Presentation | June 2024

TSX-V:MKO | OTCQX: MAKOF

Disclaimer

The presentation supersedes the Transaction Presentation dated March 2024

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 acquisition by Mako Mining Corp. ("Mako" or the "Company") of Goldsource Mines Inc. ("Goldsource"), the strengths, characteristics and expected benefits and synergies of the Transaction; receipt of court approval; approval of the Transaction by Goldsource (the "Transaction") securityholders at the special meeting of Goldsource securityholders (the "Goldsource Meeting"), obtaining TSXV final approvals, the anticipated timing of the Goldsource Meeting and the related management information circular, the expected delisting of Goldsource shares from the TSXV, the composition of the post-Transaction Mako board and management team; pro forma capitalization; 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 Goldsource preliminary economic assessment; expectations regarding financial strength, 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; 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 Goldsource Meeting 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 year ended on December 31st, 2024, Goldsource's management's discussion and analysis for the Goldsource circular dated May 9th, 2024, as amended, in respect of the Transaction, and other documents filed with or submitted to the Canadian securities regulatory authorities on the SEDAR+ website at www.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.

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Disclaimer

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 with an effective date of October 11th, 2023, as amended on June 10th, 2024 and titled "Amended Technical Report and Estimate of Mineral Resources for the San Albino Project Comprised of 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., Thomas Dyer, P.E., 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 at www.sedarplus.ca.

Mako has not defined mineral reserves at its property and did not base its production decision in July 2021 on a Feasibility Study of mineral reserves demonstrating economic and technical viability for the project. As such, the project is at high risk of economic or technical failure.

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 at www.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.

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Disclaimer

Non-IFRS and other Performance Measures

Mako discloses certain non-IFRS financial measures and ratios on its website from time to time, such as EBITDA (IFRS: operating income), adjusted EBITDA (IFRS: operating income), cash cost per ounce sold (IFRS: cost of

sales), total cash cost per ounce sold (IFRS: cost of sales), Development Capex (IFRS: Cash Flow from Investing Activities) and all-in sustaining costs ("AISC") per ounce sold (IFRS: cost of sales), which are common performance measures in the mining industry, but are not recognized measures under IFRS and therefore may not be comparable to those presented by other companies.

In addition to conventional measures prepared in accordance with IFRS, investors often use such non-IFRS financial measures to evaluate Mako's underlying performance of its core operations and its ability to generate cash flow. Accordingly, the inclusion of such measures is 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. "EBITDA" represents earnings before interest (including non-cash accretion of financial obligation and lease obligations), income taxes and depreciation, depletion and amortization.

"Adjusted EBITDA" represents EBITDA, adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation. "Cash costs per ounce sold" is calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration cost.

"Total cash costs per ounce sold" is calculated by deducting revenues from silver sales from production cash costs and production taxes and royalties and dividing the sum by the number of gold ounces sold. Production cash costs include mining, milling, mine site security and mine site administration costs.

"Sustaining Capital" represents expenditures incurred during a production phase to sustain and maintain the existing assets so they can achieve constant expected levels of production from which Mako 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.

"AISC per ounce sold" includes total cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain exploration and evaluation ("E&E") costs, sustaining lease payments, provision for environmental fees, if applicable, and rehabilitation costs paid, all divided by the number of ounces sold. As this measure seeks to reflect the full cost of gold production from current operations, capital and E&E costs related to expansion or growth projects are not included in the calculation of AISC per ounce. Additionally, certain other cash expenditures, including income and other tax payments, financing costs and debt repayments, are not included in AISC per ounce.

"Initial Capital" represents the sum of Development Capex Phase 1 + Development Capex Phase 2 of the project "Free Cash Flow" includes revenues net of operating costs, royalties, capital expenditures and cash taxes

Readers should refer to the latest Managements' Discussion and Analysis as well as other publicly available disclosure under the Company's profile on SEDAR+ at www.sedarplus.ca, for more detailed information regarding non-IFRS measures used.

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Disclaimer

Description		Total Cost		Unit Cost
		(US$ M)		(US$/t) milled		(US$/oz produced)
Mining (1)(2)	201.5		2.40/t mined		202
	7.40
Processing (1)(2)	448.5		16.33		450
Rehandle	3.5		0.13		4
G&A	122.5		4.50		123
Other	7.5		0.55		8
Rent	0.8		0.03		1
Contractor Mobilization	2.0		0.07		2
Total Operating Costs	786.4		28.88		789
Treatment & Refining Charges	7.8		0.28		8
Royalties	146.7		5.39		147
Total Cash Costs(5)	940.8		34.55		943
Sustaining Capex (3)(5)	133.4		5.08		134
All-In Sustaining Cost (AISC) (4)(5)	1,074.2		39.64		1,077

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.

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Mako: Low-Cost Gold Producer with Strong Free Cash Flow (1) and Growth

Geographic Diversification & Enhanced Operational Profile

• Combination of Mako's high grade production base with a low- capital intensity project
• Consolidated company has exposure to unique and mining- friendly jurisdictions with meaningful exploration upside

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 (1) generation at San Albino will be utilized to accelerate development at Eagle Mountain

Addition of Project to Strong Operational Base

• Shallow open pit will leverage Mako's construction and logistics teams; 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(2)

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

Geological Similarities Leverages Recent Mine Building

Experience

• 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

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

(1)	This is a non-IFRS financial measure. See "Non-IFRS and Other Performance Measures" on Slide 4.	6
(2)	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 Goldsource's profile at www.sedarplus.ca. See also "Mineral Exploration and Inferred Mineral Resources" on Slide 3." Gold prices used in the base scenario of US$1,850/oz.

Transaction Summary

Proposed	• Acquisition of 100% of the shares of Goldsource by Mako pursuant to a Plan of Arrangement
Transaction
Consideration	• 0.2200 of a Mako common share for each Goldsource common share
• Implied equity value of approximately C$33.3M to Goldsource
Implied Premiums	• 40.9% premium to Goldsource's closing price on March 25th,2024
• 52.1% premium to Goldsource's 20-day VWAP as of March 25th, 2024
Pro Forma	• 83% controlled by existing Mako shareholders
Ownership	• 17% controlled by existing Goldsource shareholders
	• Approval of Goldsource securityholders at a Goldsource Meeting
Approvals	• Each of the directors and officers of Goldsource holding 4.5% of Goldsource shares and 67.8% of Goldsource options agreed to vote their Goldsource
securities in favour of the Transaction pursuant to their voting support agreements with Mako
	• Court and regulatory approvals, including TSXV approval, and the satisfaction of other customary closing conditions
	• Wexford has provided a bridge financing of C$2M into Goldsource
Bridge Financing	• Use of proceeds is to fund anticipated activities of Goldsource between the date of announcement and the closing of the Transaction
• The loan bears interest at 12% per annum and shall mature on March 26, 2025 at 105% of par value (unless the transaction is completed, in which case it
	will mature at par), plus accrued interest
Management &	• Mako CEO Akiba Leisman to remain CEO
• Goldsource CEO Steve Parsons to be named President
Board
• Resulting board of directors to be comprised of 5 Mako nominees and 2 Goldsource nominees
Timing &	• Transaction is expected to close in Q3 2024
Termination	• Termination fee of C$1.35M payable by Mako or Goldsource to the other under certain circumstances
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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 83% for current Mako shareholders and 17% for current Goldsource shareholders
• Mako to leverage its strong balance sheet and anticipated free cash flow (1) 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

Capital Structure

Share Price(2)	C$	$3.47
Basic Shares Outstanding	M	79.5
Options	M	4.9
Warrants	M	0.8
Market Cap	US$M	$201.2M
Cash(3)	US$M	$6.8M
Debt(3)(4)	US$M	$11.6M
Enterprise Value	US$M	$206.0M

1. This is a non-IFRS financial measure. See "Non-IFRS and Other Performance Measures" on Slide 4
2. Share Price as of June 4th, 2024
3. According to Financial Statements as of March 31st, 2024. CAD/USD: 1.37
4. Debt consists of Mako's 175,500 ounces of silver payable to Sailfish and US$6.4M accrued interest payable to Wexford as well as Goldsource's Bridge Loan of C$ 2.0M
5. Pro forma insider ownership as last reported

Mako

83%

Retail &

Other

42%

Goldsource

17%

Pro Forma

Management (3)

4%

Institutional

54%

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Mako's Consistent Objective

Path for Sustainable Growth

	2024
	Expanded
2023	Production &
Permitting

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

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

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

• Obtain Full Permit at Las Conchitas
• Studies and Engineering aiming to prepare Underground Mining in Q4 2024
• Budget of US$6.3M 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

➢ 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)

Legend

• San Albino
• Eagle Mountain

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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

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

		Board of Directors
Eric Fier	Akiba	Paul	John	Mario
	Leisman	Jacobi	Hick	Caron
Non-Executive
Chairman	Director	Director	Director	Director

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

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

Consultants

Rael Lipson

John	Goldsource	Special Advisor to the
Board
Pontius	Nominee
Director	Director	Ioannis Tsitos
Special Advisor

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