Mr. Ryan King of Calibre reports

CALIBRE COMPLETES ACQUISITION OF MARATHON

Calibre Mining Corp. and Marathon Gold Corp. have successfully completed the previously announced transaction, pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Marathon pursuant to a court-approved plan of arrangement.

Pursuant to the arrangement, former Marathon shareholders received 0.6164 of a Calibre common share in exchange for each Marathon share held. As a result of the arrangement, Calibre issued an aggregate of 249,813,422 Calibre shares. Upon closing of the arrangement, existing Calibre and former Marathon shareholders own approximately 65 per cent and 35 per cent of the issued and outstanding Calibre shares, respectively.

As a result of the arrangement, Calibre acquired a 100-per-cent interest in Marathon's advanced-stage Valentine gold project in Newfoundland and Labrador, one of the top mining jurisdictions in the world.

Delisting of the Marathon shares

Calibre intends to cause Marathon to delist the Marathon shares from the Toronto Stock Exchange, to submit an application to cease to be a reporting issuer and to otherwise terminate its public company reporting requirements as soon as possible thereafter. The Calibre shares issued under the arrangement are expected to be listed and posted for trading on the TSX.

Appointment of Matthew Manson to Calibre board of directors

Calibre has appointed Mr. Manson, the former president, chief executive officer and director of Marathon to the board of directors of Calibre, effective Jan. 25, 2024.

Advisers and counsel

Trinity Advisors Corp. and TD Securities Inc. acted as financial advisers to Calibre. Scotiabank, Raymond James Ltd. and Haywood Securities Inc. provided 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 LP acted as financial adviser to Marathon and Canaccord Genuity Corp. was the financial adviser to the special committee. National Bank provided capital market advisory services to Marathon. Mason Law and Norton Rose Fulbright Canada LLP acted as Canadian legal advisers to Marathon and Norton Rose Fulbright U.S. LLP as U.S. legal adviser to Marathon.

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 Newfoundland and Labrador in Canada, Nevada and Washington in the United States, and 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.

We seek Safe Harbor.