Marathon Gold

Canaccord Genuity Acts as Financial Advisor to the Special Committee of Marathon on its Combination with Calibre

Canaccord Genuity is pleased that on November 13, 2023, its client, Marathon Gold Corporation (TSX:MOZ, OTC:MGDPF) (“Marathon” or the “Company”) announced that they entered into a definitive arrangement agreement (“Agreement”) with Calibre Mining Corp. (TSX:CXB, OTC:CXBMF) (“Calibre”) pursuant to which Calibre will acquire all of the issued and outstanding shares of Marathon (each a “Marathon Share”) by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the “Proposed Transaction”).

Canaccord Genuity provided a fairness opinion to the Special Committee of the Board of Directors of Marathon.

Under the terms of the Proposed Transaction, Marathon shareholders will receive 0.6164 of a common share of Calibre (each a “Calibre Share”) for each Marathon Share held (the “Exchange Ratio”). The Exchange Ratio implies a consideration of $0.84 per Marathon Share based on the closing price of the Calibre Shares on the Toronto Stock Exchange (“TSX”) on November 10, 2023, implying a premium of approximately 32% to the closing price of the Marathon Shares on the TSX on the same date. Based on the 20-day volume weighted average price of the Calibre Shares and Marathon Shares on the TSX ending on November 10, 2023, the Exchange Ratio implies a premium of 61%. The Proposed Transaction values 100% of the Marathon equity at C$345 million on a fully-diluted in-the-money basis. Calibre shareholders and Marathon shareholders (not including Calibre) will own 66.5% and 33.5% of the resulting entity, respectively, on a fully-diluted in-the-money basis pro forma the Proposed Transaction.

In connection with the Proposed Transaction, Calibre agreed to purchase 66,666,667 common shares of Marathon at C$0.60 per share for gross proceeds of C$40 million, representing a 14.2% equity interest in Marathon on an issued and outstanding basis.

Marathon is a Canadian-listed, Toronto based gold company advancing its 100%-owned, construction-stage Valentine Gold Project located in the central region of Newfoundland & Labrador, one of the top mining jurisdictions in the world. A December 2022 Updated Feasibility Study outlined an open-pit mining and conventional milling operation producing 195,000 ounces of gold per year for 12 years within a 14.3-year mine life.

Calibre is a Canadian-listed, Americas focused, growing mid-tier gold producer with a strong pipeline of development and exploration opportunities across Nevada and Washington in the U.S., and Nicaragua. Calibre has a strong balance sheet, proven management team and strong operating cash flow.

The Canaccord Genuity team includes Tom Jakubowski, Matt Reimer, Tony Huang, Tom Wambeek, Aidan Foote and Nicholas Joannou from Investment Banking.