Marathon Gold Announces Filing of Final Prospectus

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, May 19, 2020 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon” or the “Company”; TSX: MOZ) is pleased to announce that it has filed and obtained a receipt for a short form final prospectus today with the securities regulatory authorities in each of the provinces of Canada, except Quebec, in connection with its previously announced offering (the “Offering”) whereby a syndicate of underwriters co-led by Canaccord Genuity Corp., Sprott Capital Partners and RBC Capital Markets and including Desjardins Securities Inc., National Bank Financial Inc., Scotia Capital Inc., Beacon Securities Limited, Haywood Securities Inc. and Laurentian Bank Securities Inc. (the "Underwriters"), agreed to purchase from the Company, on a bought deal basis, an aggregate of 20,000,000 units (the "Units") of the Company at a price of C$1.50 per Unit for aggregate gross proceeds of C$30 million.

Each Unit will be comprised of one common share of the Company ‎‎and one half of one common share ‎purchase warrant of the Company (each full warrant, a "Warrant"). Each Warrant will ‎‎entitle the holder to acquire one common ‎share of the Company at a price of C$1.90 per common share at any time on or before that date which is 12 months after the closing of the offering.

In addition, the Company has granted to the Underwriters an over-allotment option to acquire up to an additional 3,000,000 Units at a price of C$1.50 per Unit for additional gross proceeds of up to C$4,500,000, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing date.

The Company intends to use the net proceeds from the Offering to continue the permitting, development, and exploration of the Valentine Gold Project, as well as for working capital and general corporate purposes.

Closing of the Offering is expected to occur on or about May 26, 2020 and is subject to certain conditions including, but not limited to, receipt of all necessary regulatory approvals, including the final approval of the Toronto Stock Exchange.

Timing of Filings

As previously announced by Marathon on May 8, 2020 in response to the COVID-19 pandemic, the Company is deferring its annual and special meeting of shareholders (the “AGM”) to a time later this year with the objective of being able to safely have an in-person meeting. Once a new date is established for the AGM, the Company will provide notice to shareholders and distribute its management information circular, including the statement of executive compensation, in accordance with regulatory requirements. Marathon is relying on Ontario Instrument 51-504 – Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials of the Ontario Securities Commission to delay filings as otherwise required by subsection 9.3.1(2) and (2.2) of National Instrument 51-102 – Continuous Disclosure Obligations.