Mr. Darren Hall of Calibre reports

CALIBRE AND MARATHON ANNOUNCE COMBINATION TO CREATE A HIGH-GROWTH, CASH FLOW FOCUSED, MID-TIER GOLD PRODUCER IN THE AMERICAS WITH EXPECTED ANNUAL PRODUCTION OF 500,000 OUNCES

Calibre Mining Corp. and Marathon Gold Corp. have entered into a definitive arrangement agreement, whereby Calibre will acquire all of the issued and outstanding common shares of Marathon pursuant to a court-approved plan of arrangement. The transaction will create an Americas focused, high-margin, high-growth, mid-tier gold producer with estimated average annual gold production of approximately 500,000 ounces during 2025 to the end of 2026. The combined company will have a strong balance sheet with a combined cash balance of $148-million (U.S.) and significant free cash flow generated from Calibre's existing mines. This financial strength is expected to facilitate the seamless construction of the Valentine gold project and a continuous flow of exciting discovery and resource-building drill results from Nicaragua, Nevada, and Newfoundland and Labrador.

Highlights of the transaction

Key highlights of the transaction include:

• Creates a high-margin, cash-flow-focused, mid-tier gold producer in the Americas with estimated annual production of 500,000 ounces gold per year (2025 to 2026-end average);
• Strong balance sheet with estimated combined cash of approximately $148-million (U.S.) and significant free cash flow generation, ensuring the seamless completion of Valentine during the final 50 per cent of construction;
• Significant combined mineral endowment of over four million ounces of mineral reserves, 8.6 million ounces of measured and indicated mineral resources (inclusive of mineral reserves) and four million ounces of inferred mineral resources (as further detailed in the attached tables);
• Peer-leading production growth of 80 per cent (2024 to 2026-end);
• Approximately 60 per cent of NAV in Tier 1 mining jurisdictions with pro forma market capitalization of approximately $750-million (U.S.), providing scale, enhanced trading liquidity and a strong rerating potential as a mid-tier gold producer;
• Valentine to add expected average annual gold production of 195,000 ounces at low projected all-in sustaining costs (AISC) of $1,007 (U.S.) per ounce through the first 12 years of production beginning in 2025;
• Robust annual cash flow from operations of $380-million (U.S.) (2025 to 2026-end);
• A continuous flow of exciting discovery and resource-building drill results from Nicaragua, Nevada, and Newfoundland and Labrador;
• A proven team and board, led by Darren Hall (chief executive officer), Blayne Johnson (chairman) and Doug Forster (lead director) with a record of operational excellence and shareholder value creation.

In connection with the transaction, Calibre has agreed to purchase, on a non-brokered private placement basis 66,666,667 common shares of Marathon at 60 cents per share for gross proceeds of $40-million, representing a 14.2-per-cent equity interest in Marathon on an issued and outstanding basis; closing is expected to be completed on Nov. 14, 2023, and is not contingent on closing of the transaction.

Blayne Johnson, chairman of Calibre, stated: "The combination with Marathon perfectly aligns with Calibre's commitment to building a diversified mid-tier gold producer, focused on quality assets with strong rerate potential for all shareholders. This transformative merger creates a projected 500,000-ounce gold producer and offers our shareholders diversification and exposure to high-quality, long-life production in a Tier 1 jurisdiction. I have no doubt that the union of Marathon's experienced team and well advanced Valentine project based in Canada, with Calibre's production assets, robust treasury, free cash flow, flawless track record in execution and high-impact exploration opportunities will unlock significant value for the shareholders of both companies. I would also like to thank Clive Johnson and B2Gold for not only entrusting us to progress the Nicaragua assets but for the continued support of our team, including their vote supporting this transaction.

"As founders of Calibre, we are as excited for the future of this combined company as we were when we merged Newmarket Gold with Kirkland Lake to establish a company of similar size and annual production."

Darren Hall, president and chief executive officer of Calibre, stated: "Calibre has delivered on its commitment to create significant value for its shareholders through a disciplined approach to operations and exploration. This transaction builds on that commitment, adding a high-quality gold asset in the final stages of construction with strong exploration upside in one of the top mining jurisdictions in the world. With Calibre's strong operational expertise and robust cash flow, I am confident that, together with the Marathon team, we will continue to meet or beat expectations. I look forward to working with the team in Newfoundland and Labrador as they have done an excellent job derisking, engineering and advancing construction on the Valentine project."

Matt Manson, president and chief executive officer of Marathon, stated: "The business combination with Calibre offers Marathon shareholders the opportunity to participate in the growth of an important new mid-tier gold producer on track to produce 500,000 ounces of gold a year. Through this transaction, Valentine will be fully funded to production without additional debt, royalties or shareholder equity. The combined company will have three high-quality, cash-flowing gold assets, a strong balance sheet, and leadership with proven credentials in value creation. The transaction offers the ability to fully realize the potential of Valentine without the limitations of the single-asset project developer. Shareholders will continue to participate in the success of Valentine's development, supplemented now with a renewed focus on exploration and discovery and the considerable upside potential of Calibre's own proven operations and cash flow growth. We are proud of the work accomplished to date by the Marathon team and strongly recommend this transaction in the interests of shareholders, Marathon's employees and community partners, and the Province of Newfoundland and Labrador."

Benefits to Marathon shareholders:

• Meaningful upfront premium of 32 per cent based on spot and 61 per cent based on Calibre's and Marathon's 20-day volume-weighted average prices (VWAPs) as at Nov. 10, 2023, the day prior to announcement of the transaction;
• Combination with an established 250,000-ounce-to-275,000-ounce-per-year gold producer with a record of fiscal discipline and a proven history of shareholder value creation;
• Retain significant and derisked exposure to Valentine while immediately graduating from developer to a mid-tier gold producer, benefiting from asset diversification, enhanced trading liquidity, broader analyst and institutional investor following, index inclusions, and potential share price rerating;
• Access to a strong balance sheet and robust free cash flow generation to ensure seamless construction of Valentine and concurrently finance exploration initiatives;
• Meaningful exposure to future value catalysts across the combined asset portfolio.

Benefits to Calibre shareholders:

• Adds a material high-quality, near-term producing asset in Canada, which will enhance Calibre's operating platform in Tier 1 jurisdictions;
• Valentine provides near-term production and cash flow growth, first gold expected in Q1 2025;
• Combined company production to grow to approximately 500,000 ounces by 2025 when adding an average of 195,000 ounces per year from Valentine through the first 12 years of production;
• Valentine to add a significant mineral endowment of 2.7 million ounces of mineral reserves and 3.96 million ounces of measured and indicated mineral resources and 1.1 million ounces of inferred mineral resources (as further detailed in the attached tables);
• Jurisdiction diversification resulting in approximately 60 per cent of the combined company's net asset value in Canada and the United States, repositioning the combined company for higher market trading multiples;
• Exposure to significant exploration and resource expansion potential outside of the Valentine resource;
• Accretive to Calibre on key operating and financial per-share metrics.

Transaction details

Pursuant to the transaction, Marathon shareholders will receive 0.6164 of a Calibre common share for each Marathon common share held. The consideration implies a value of 84 cents per Marathon common share and gross transaction equity value consideration of $345-million on a fully diluted in-the-money basis. This represents a premium of 32 per cent based on spot and 61 per cent based on Calibre's and Marathon's 20-day VWAPs as at Nov. 10, 2023. Existing shareholders of Calibre and Marathon will own approximately 66 per cent and 34 per cent 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 60 cents per share for gross proceeds of $40-million pursuant to the concurrent private placement, representing a 14.2-per-cent equity interest in Marathon on an issued and outstanding basis. Closing of the concurrent private placement is expected to be completed on Nov. 14, 2023, and is not contingent on closing of the transaction.

The transaction will be completed pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act. The transaction will be subject to the approval of at least 66-2/3rds per cent 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 (TSX) approvals and other closing conditions customary in transactions of this nature.

The arrangement agreement includes, among other things, a non-solicitation covenant on the part of Marathon (subject to customary fiduciary-out provisions) and a right for Calibre to match any competing offer that constitutes a superior proposal. Under certain circumstances, Calibre would be entitled to a $17.5-million termination fee and Marathon would be entitled to a $17.5-million reverse termination fee.

Officers and directors of Calibre, along with B2Gold Corp., which hold approximately 27 per cent of the outstanding Calibre common shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Calibre common shares in favour of the transaction. Officers and directors of Marathon who hold approximately 0.9 per cent of the outstanding Marathon common shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Marathon common shares in favour of the transaction.

Sprott Private Resource Lending II (Collector-2) LP and Sprott Resource Lending Corp. have provided a conditional waiver of certain provisions of and defaults and events of default arising under the amended and restated credit agreement dated Jan. 24, 2023, between Marathon as borrower and Sprott relevant to or arising as a result of the transaction. Such waivers are subject to and conditional upon the satisfaction of certain conditions prior to closing of the transaction.

Full details of the transaction will be included in the respective management information circulars of Calibre and Marathon, expected to be mailed to shareholders in mid-December, 2023. Both shareholder meetings and closing of the transaction are expected in January, 2024.

Board of directors' recommendations

The arrangement agreement has been unanimously approved by the board of directors of each of the parties, including in the case of Marathon, following the unanimous recommendation of a special committee of independent directors of Marathon. Both boards of directors unanimously recommend that their respective shareholders vote in favour of the transaction.

TD Securities Inc. has provided an opinion to the board of directors of Calibre, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the transaction is fair, from a financial point of view to Calibre.

Maxit Capital LP has provided an opinion to the board of directors of Marathon and Canaccord Genuity Corp. has provided an opinion to the special committee, respectively, stating that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Marathon shareholders pursuant to the transaction is fair, from a financial point of view, to Marathon shareholders (other than Calibre).

Concurrent private placement

In connection with the transaction, Calibre and Marathon also entered into a subscription agreement, pursuant to which Calibre has agreed to purchase 66,666,667 common shares of Marathon at a price of 60 cents per share for gross proceeds of $40-million pursuant to the concurrent private placement. On closing of the concurrent private placement, Calibre will own 14.2 per cent of the issued and outstanding common shares of Marathon. Immediately prior to the closing of the concurrent private placement, Calibre owned no common shares of Marathon.

Marathon intends to use the proceeds of the concurrent private placement solely to finance the development and construction of Valentine in accordance with its budget, as agreed to with Calibre pursuant to the arrangement agreement.

In connection with the concurrent private placement, Calibre and Marathon also entered into an investor rights agreement, which contains certain investor rights granted by Marathon to Calibre, including: (a) providing Calibre with the right to nominate one director to the board of directors of Marathon so long as Calibre holds 10 per cent or more of the outstanding common shares of Marathon on a partially diluted basis effective on the earlier to occur of: (i) the arrangement agreement being terminated in accordance with its terms; and (ii) 120 days following the closing of the concurrent private placement; (b) registration rights and piggyback registration rights in favour of Calibre; and (c) equity and convertible debt participation rights to allow Calibre to maintain its pro rata interest. The purpose of the concurrent private placement is for investment purposes only. As discussed herein, Calibre has entered into the arrangement agreement to acquire all of the issued and outstanding common shares of Marathon pursuant to the transaction.

The concurrent private placement is expected to close on or before Nov. 14, 2023, and is subject to TSX and other customary regulatory approvals. The common shares of Marathon issued to Calibre pursuant to the concurrent private placement will be subject to a statutory four-month hold period in accordance with applicable securities regulations. No finder's fee will be payable in connection with the concurrent private placement.

Calibre will file an early warning report in respect of its increase in ownership of the common shares of Marathon, which report will be available under Calibre's profile on SEDAR+. For further information or to obtain a copy of the report, please contact Calibre.

Advisers and counsel

Trinity Advisors Corp. and TD Securities are acting as financial advisers to Calibre. Scotiabank and Raymond James Ltd. are providing capital market advisory services to Calibre, Cassels Brock & Blackwell LLP is acting as Canadian legal adviser to Calibre, and Dorsey & Whitney LLP and GreenbergTraurig LLP are acting as U.S. legal advisers to Calibre.

Maxit Capital is acting as financial adviser to Marathon and Canaccord Genuity is acting as financial adviser to the special committee. National Bank is providing capital market advisory services to Marathon. Mason Law and Norton Rose Fulbright Canada LLP are acting as Canadian legal advisers to Marathon and Norton Rose Fulbright U.S. LLP is acting as U.S. legal adviser to Marathon.

Conference call and webcast

Calibre and Marathon will hold a joint conference call and webcast on Nov. 13, 2023, at 10 a.m. Toronto time, to discuss the transaction.

Toll-free Canada/United States number:  1-800-715-9871

International number:  1-800-715-9871

Audience passcode:  2348243

The webcast will be archived on both the Calibre and Marathon websites until the transaction closes.

Calibre qualified person

Darren Hall, MAusIMM, president and chief executive officer of Calibre, is a qualified person as set out under National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the scientific and technical information in this news release with respect to Calibre and its assets. Mr. Hall has verified the data disclosed in this news release and no limitations were imposed on his verifications process.

Marathon qualified person

Disclosure of a scientific or technical nature with respect to Marathon and its assets in this news release has been approved by Gil Lawson, PEng (Ontario), chief operating officer for Marathon, and David Ross, PGeo (Newfoundland), vice-president, geology and exploration, for Marathon. Mr. Lawson and Mr. Ross are qualified persons under National Instrument NI 43-101. Roy Eccles, PGeo (Newfoundland), of Apex Geoscience Ltd., is a qualified person for purposes of NI 43-101, is independent of Marathon and Valentine, and has reviewed and takes responsibility for the updated 2022 mineral resource estimate prepared by John T. Boyd Company.

About Calibre Mining Corp.

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 United States and in Nicaragua. Calibre is focused on delivering sustainable value for shareholders, local communities and all stakeholders through responsible operations and a disciplined approach to growth. With a strong balance sheet, a proven management team, strong operating cash flow, accretive development projects and district-scale exploration opportunities, Calibre will unlock significant value.

About Marathon Gold Corp.

Marathon is a Toronto-based gold company advancing its 100-per-cent-owned Valentine gold project located in the central region of Newfoundland and 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.

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