Calibre Mining Corp. (TSX:CXB) entered into a definitive arrangement agreement to acquire remaining 85.8% stake in Marathon Gold Corporation (TSX:MOZ) for approximately CAD 340 million on November 12, 2023. Pursuant to the Transaction, Marathon shareholders will receive 0.6164 of a Calibre common share for each Marathon common share held. Existing shareholders of Calibre and Marathon will own approximately 66% and 34% of the combined company, respectively. Marathon will also be entitled to nominate one member to the board of directors of Calibre. In connection with the transaction, Calibre agreed to purchase 66,666,667 common shares of Marathon at CAD 0.60 per share for gross proceeds of CAD 40 million pursuant to the Concurrent Private Placement, representing a 14.2% equity interest in Marathon on an issued and outstanding basis. Under certain circumstances, Calibre would be entitled to a CAD 17.5 million termination fee and Marathon would be entitled to a CAD 17.5 million reverse termination fee. Calibre Mining which owns 66,666,667 Marathon Shares representing 14.2% of the issued and outstanding Marathon Shares.

The transaction will be subject to the approval of at least 66 2/3% of the votes cast by Marathon shareholders at a special meeting of Marathon shareholders and a simple majority of disinterested shareholders (if required under applicable laws). The issuance of common shares by Calibre as the Consideration in connection with the Transaction is subject to the approval of a majority of the votes cast by the shareholders of Calibre at a special meeting of Calibre shareholders. In addition to shareholder approvals, the Transaction is also subject to the receipt of certain regulatory, court and Toronto Stock Exchange approvals and other closing conditions customary in transactions of this nature. The agreement has been unanimously approved by the Board of Directors of each of the parties. The transaction is expected to close in January 2024. As of January 16, 2024, Marathon Gold Shareholders Approve Arrangement with Calibre Mining. Closing of the Arrangement remains subject to certain customary closing conditions including final court approval. Assuming the satisfaction of these closing conditions, the Arrangement is expected to be completed on January 24, 2024. As of January 22, 2024, Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the merger. Closing of the Arrangement remains subject to certain customary closing conditions. Assuming the satisfaction of these closing conditions, the Arrangement is expected to be completed on January 24, 2024.

Trinity Advisors Corporation and TD Securities Inc. are acting as financial advisors and fairness opinion providers to Calibre. Scotiabank and Raymond James Ltd. are providing capital market advisory services to Calibre, Cassels Brock & Blackwell LLP is acting as Canadian legal advisor to Calibre and Christopher L. Doerksen of Dorsey & Whitney LLP and GreenbergTraurig LLP are acting as U.S. legal advisors to Calibre. TD Securities Inc. acted as fairness opinion provider to the Board of Directors of Calibre. Maxit Capital LP is acting as financial advisor and fairness opinion provider to Marathon and Canaccord Genuity Corp. is acting as financial advisor and fairness opinion provider to the Special Committee of independent directors of Marathon. National Bank is providing capital market advisory services to Marathon. Mason Law and Norton Rose Fulbright Canada LLP are acting as Canadian legal advisors to Marathon and Norton Rose Fulbright US LLP is acting as U.S. legal advisor to Marathon. Computershare Trust Company of Canada acted as depositary to Calibre. Marathon Gold has retained Laurel Hill Advisory Group to assist it in its solicitation of proxies. Marathon Gold has agreed to pay Laurel Hill Advisory Group fees of up to CAD 110,000, plus reasonable out-of-pocket expenses. Computershare Investor Services Inc. acted as depositary to Marathon.

Calibre Mining Corp. (TSX:CXB) completed the acquisition of remaining 84.95% stake in Marathon Gold Corporation (TSX:MOZ) on January 24, 2024.