Marathon Gold Announces Receipt of Final Court Order for Arrangement with Calibre

Rhea-AI Summary

Marathon Gold Corporation has announced the final order from the Ontario Superior Court of Justice for the statutory plan of arrangement with Calibre Mining Corp. Marathon shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held. The closing of the Arrangement is expected to be completed on January 24, 2024, subject to certain closing conditions.

TORONTO, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon”; TSX: MOZ) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the previously announced statutory plan of arrangement (the “Arrangement”) involving Marathon and Calibre Mining Corp. (“Calibre”) pursuant to which Marathon shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.

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.

For a more detailed description of the Arrangement, please refer to Marathon’s management information circular dated December 11, 2023, available on SEDAR+ at www.sedarplus.ca and on Marathon’s website at www.marathon-gold.com.

About Marathon

Marathon (TSX:MOZ) is a Toronto based gold company advancing its 100%-owned Valentine Gold Project located in the central region of Newfoundland & Labrador, one of the top mining jurisdictions in the world. The Valentine Gold Project comprises a series of five mineralized deposits along a 32-kilometre system. A December 2022 Updated Feasibility Study outlined an open pit mining and conventional milling operation producing 195,000 ounces of gold a year for 12 years within a 14.3-year mine life. The Valentine Gold Project was released from federal and provincial environmental assessment in 2022 and construction commenced in October 2022.

For more information, please contact:

Amanda Mallough Manager, Investor Relations Tel: 416 855-8202 amallough@marathon-gold.com

Matt Manson President & CEO mmanson@marathon-gold.com

Julie Robertson CFO jrobertson@marathon-gold.com

To find out more information on Marathon Gold Corporation and the Valentine Gold Project, please visit www.marathon-gold.com.

Cautionary Statement Regarding Forward-Looking Information

Certain information contained in this news release, constitutes forward-looking information within the meaning of Canadian securities laws (“forward-looking statements”). All statements in this news release, other than statements of historical fact, which address events, results, outcomes or developments that Marathon expects to occur are forward-looking statements. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “considers”, “intends”, “targets”, or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”. We provide forward-looking statements for the purpose of conveying information about our current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. Statements about expectations regarding whether the proposed acquisition of Marathon by Calibre will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied, or the timing for completing the Arrangement and receiving the required regulatory approvals, constitute forward-looking statements.

Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Marathon’s control. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by Marathon with the Canadian securities regulators, including Marathon’s annual information form for the year ended December 31, 2022, its financial statements and related MD&A for the financial year ended December 31, 2022, and its interim financial statements and related MD&A for the three and nine months ended September 30, 2023.

Marathon’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of Marathon at such time. Marathon does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, undue reliance should not be placed on forward-looking statements.

FAQ

What is the final order announced by Marathon Gold Corporation?

The final order announced by Marathon Gold Corporation is in connection with the previously announced statutory plan of arrangement involving Marathon and Calibre Mining Corp.

What is the exchange ratio for Marathon shareholders in the Arrangement?

Marathon shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.

When is the expected completion date of the Arrangement?

The Arrangement is expected to be completed on January 24, 2024, subject to certain closing conditions.

Where can I find a more detailed description of the Arrangement?

For a more detailed description of the Arrangement, please refer to Marathon’s management information circular dated December 11, 2023, available on SEDAR+ at www.sedarplus.ca and on Marathon’s website at www.marathon-gold.com.