On November 13, 2023, Calibre Mining Corp. and Marathon Gold Corporation announced the entering into of an arrangement agreement whereby Calibre will acquire all the issued and outstanding common shares of Marathon pursuant to a court-approved plan of arrangement. Marathon shareholders will receive 0.6164 of a Calibre common share for each Marathon common share held, which implies a value of $0.84 per Marathon common share and gross transaction equity value consideration of $345 million on a fully diluted in-the-money basis. Existing shareholders of Calibre and Marathon will own approximately 66% and 34% of the combined company, respectively. The transaction is subject to, among other things, the approval of at least 66-⅔% of the votes cast by Marathon shareholders and is expected to close in January 2024.
In connection with the combination, Calibre also agreed to purchase on a non-brokered private placement basis 66,666,667 common shares of Marathon at $0.60 per share for gross proceeds of $40 million, representing a 14.2% equity interest in Marathon on an issued and outstanding basis.
Cassels is acting for Calibre.