Marathon Gold Corp T.MOZ

Info Circular - Other interest notes

[JayBanks]

So I've just consumed the deal information booklet, most notable reading was the "Background to the Arrangement" pages 62-68...

There was 1 other offer to consume/combine companies, both had a similar share price base at the time of offers. But CXB's offer got raised upon request.

There was 2 other interested companies that did not make offers, they were also later to the discussions.

'several' others sniffing around but were late into the process.

A financial company offered terms to finance under a smelter royalty.

CXB intial discussion was while the share price was at 80 cents, initial offer was when the share price was at 74 cents, the other company made an offer after the share price bottomed and was trading at 59 cents. A day Later CXB increased the offer as per request.

So the wheels of deal were in motion before the September-October crash. And it didn't seem like there was going to be much of an interest in bidding up the transaction value much above where we were.

This is why we read our information booklets.

[Ridgeback]

Regardless of who may have been interested it shows management had the mindset to build and complete the project. They just did not have the cohunes to risk alternatives which yes would have diluted shareholders. I can't say or guess what could have been done with financing from the likes of a Franco Nevada or other company however given the expectations of Au prices rising and staying at a

[triken]

Walking the share price down Sep to Oct, compare MOZ to CXB share prices in that period. 60c private placement for CXB ($40m), criminally below MOZ share price a few months earlier. RSUs being activated. Termination without cause will come into effect (x2 salary with bonuses), management well rewarded. Overhang of shares from disaffected large shareholders will precipitate a long slow sell-off

[JayBanks]

I also voted my 20,000 shares against the deal. I've never used the scan and vote function before, so much easier and quicker than calling because in my past experience they insist on reading the statements before they accept your vote and a few times they don't exactly understand what they are reading. I don't fully understand the ins and outs Termination Fee requirements, but