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Marathon Gold Shareholders Approve Arrangement with Calibre Mining

Press Release

TORONTO, ON – January 16, 2024 – Marathon Gold Corporation (“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

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