Marathon Gold Corp. Shareholders Approve Arrangement with Calibre Mining

TORONTO, Jan. 16, 2024 - Marathon Gold Corp. ("Marathon"; TSX: MOZ) is pleased to announce that at a special meeting (the "Special Meeting") of its shareholders (the "Marathon Shareholders") held earlier today, a significant majority of the Marathon Shareholders voted in favour of the special resolution (the "Arrangement Resolution") approving the proposed plan of arrangement (the "Arrangement") with 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.

The Arrangement Resolution required the approval of at least 66 2/3% of the votes cast by all Marathon Shareholders present in person or represented by proxy and entitled to vote at the Special Meeting.

Marathon Shareholders carrying an aggregate of 278,637,000 votes, representing approximately 59.39% of votes entitled to be cast at the Special Meeting, were present or represented by proxy at the Special Meeting. The Arrangement Resolution was approved by 97.01% of the votes cast by Marathon Shareholders at the Special Meeting.

Marathon will apply for a final order of the Ontario Superior Court of Justice (Commercial List) on January 22, 2024. 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.

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 Corp. 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 and court 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.