Marathon Gold Corporation (TSX: MOZ) is pleased to announce that it has completed its previously announced bought deal prospectus offering of 136,364,000 units of the Company at a price of $1.10 per Unit for aggregate gross proceeds of $150,000,400. The Offering was conducted by a syndicate of underwriters co-led by Canaccord Genuity Corp., acting as sole bookrunner, National Bank Financial Inc. and RBC Dominion Securities Inc., and including Desjardins Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., Sprott Capital Partners LP, TD Securities Inc. and Raymond James Ltd.

The net proceeds of the Offering will be used to partially fund construction of the Company’s Valentine Gold Project, as well as for working capital and general corporate purposes.

Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of $1.35 for a period of 24 months following the Closing Date (as defined herein), subject to the Acceleration Right (as defined herein). If, at any time following the Closing Date, the daily volume weighted average trading price of the common shares of the Company on the Toronto Stock Exchange is greater than $1.75 per common share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days following the date of the acceleration notice to the holders of the Warrants and the warrant agent, provided that the New Expiry Date is not later than June 30, 2023.

The Company has granted to the Underwriters an option to purchase up to an additional 20,454,600 Units at $1.10 per Unit (or a combination of Unit Shares and/or Warrants at their respective component prices) to cover over-allotments, if any, and for market stabilization purposes, exercisable in whole or in part at any time on or prior to the date that is 30 days following the closing date of the Offering.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1993, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Marathon

Marathon is a Toronto based gold company advancing its 100%-owned Valentine Gold Project located in the central region of Newfoundland and Labrador, one of the top mining jurisdictions in the world. The Project comprises a series of five mineralized deposits along a 20-kilometre system. An April 2021 Feasibility Study outlined an open-pit mining and conventional milling operation over a thirteen-year mine life with a 31.5% after-tax rate of return. The Project has estimated Proven Mineral Reserves of 1.40 Moz (29.68 Mt at 1.46 g/t) and Probable Mineral Reserves of 0.65 Moz (17.38 Mt at 1.17 g/t). Please see Marathon’s Annual Information Form for the year ended December 31, 2021, and other filings made with Canadian securities regulatory authorities and available at www.sedar.com for further details and assumptions relating to the Valentine Gold Project.