Calibre is a growing mid-tier gold producer with a strong pipeline of development and exploration opportunities across Newfoundland & Labrador in Canada, Nevada and Washington in the USA, and Nicaragua
Calibre completes acquisition of Marathon. (Credit: omid roshan on Unsplash)
Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) and Marathon Gold Corporation (TSX: MOZ) (“Marathon”) are pleased to announce the successful completion of the previously announced transaction pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Marathon (the “Marathon Shares”) pursuant to a court-approved plan of arrangement (the “Arrangement”).
Pursuant to the Arrangement, former Marathon shareholders received 0.6164 of a Calibre common share (each whole share, a “Calibre 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% and 35% of the issued and outstanding Calibre Shares, respectively.
As a result of the Arrangement, Calibre acquired a 100% interest in Marathon’s advanced-stage Valentine Gold Project in Newfoundland & 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 Toronto Stock Exchange.
Appointment of Matthew Manson to Calibre Board of Directors
Calibre is pleased to announce the appointment of Matthew Manson, the former President, CEO and director of Marathon to the board of directors of Calibre, effective January 25, 2024.
Advisors and Counsel
Trinity Advisors Corporation and TD Securities Inc. acted as financial advisors 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 advisor to Calibre and Dorsey & Whitney LLP and GreenbergTraurig LLP are acting as U.S. legal advisors to Calibre.
Maxit Capital LP acted as financial advisor to Marathon and Canaccord Genuity Corp. was the financial advisor 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 advisors to Marathon and Norton Rose Fulbright US LLP as U.S. legal advisor to Marathon.
Source: Company Press Release