Ontario Securities Commission Grants Order for Marathon Gold Corporation to Cease Being a Reporting Issuer

Strategic Insights -

On January 26, 2024, the Toronto Stock Exchange delisted Marathon Gold Corporation's shares, and the company has completed a court-approved plan of arrangement, resulting in its parent company, Calibre Mining Corp., acquiring all of Marathon Gold Corporation's outstanding shares. The Ontario Securities Commission has issued an order, effective as of January 26, 2024, that Marathon Gold Corporation is no longer a reporting issuer in any jurisdiction of Canada, as it has ceased to have a class of securities listed or quoted on a marketplace in Canada and has no intention to seek public financing by way of an offering of securities.

Key Takeaways:

  • Marathon Gold Corporation completed a court-approved plan of arrangement with Calibre Mining Corp. on January 24, 2024, resulting in Calibre acquiring all of Marathon Gold Corporation's outstanding shares.
  • The company's shares were delisted from the Toronto Stock Exchange on January 26, 2024, following the completion of the arrangement.
  • Marathon Gold Corporation will no longer be a reporting issuer in any jurisdiction of Canada, as it has met the necessary criteria, including no securities of the company being listed or quoted on a marketplace in Canada, and no intention to seek public financing.
  • The company's Filer Warrants, which were exercisable for Calibre Shares, are the only outstanding securities held by persons other than Calibre and are not entitled to vote on Calibre matters.
  • The investigation into the beneficial holders of the Filer Warrants found at least 457 beneficial holders worldwide, with a significant portion residing in the United States and international countries outside of Canada.
  • Marathon Gold Corporation is not required to obtain any consents or approvals to cease being a reporting issuer in any jurisdiction under any contractual arrangement with the holders of Filer Warrants.

Statistics:

  • 457 beneficial owners of Filer Warrants worldwide.
  • 44.23% (132) of Filer Warrant holders reside in Canada, with the majority residing in Ontario.
  • 17.02% (18) of Filer Warrant holders reside in the United States.
  • 27.95% (19) of Filer Warrant holders reside in international countries outside of Canada and the United States.
  • The Filer Warrants are exercisable only for 0.6164 of a Calibre Share per Filer Warrant.

Sources:

  • Ontario Securities Commission, Order: In the Matter of the Securities Legislation of Ontario, 2024-01-26
  • National Instrument 14-101 -- Definitions, Terms defined in National Instrument 14-101 have the same meaning.
  • National Instrument 51-102 -- Continuous Disclosure Obligations, Section 13.3