UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2018 • Ontario
Contract Type FiledJuly 5th, 2018 JurisdictionHaywood Securities Inc. (“Haywood”) and RBC Dominion Securities Inc. (“RBC”), as co- lead underwriters, and Laurentian Bank Securities Inc., Canaccord Genuity Corp. and Raymond James Ltd. (together with Haywood and RBC, the “Underwriters” and, each individually, an “Underwriter”) hereby severally, and not jointly and severally, offer and agree to purchase, in the respective percentages set out in Section 16 of this Agreement, on a “bought deal” basis, or alternatively to arrange, for substituted purchasers (the “Substituted Purchasers”) in the Selling Jurisdictions (as defined herein) to purchase, from Marathon Gold Corporation (the “Corporation”), and the Corporation hereby agrees to issue and sell to the Underwriters or Substituted Purchasers, 5,900,000 Common Shares (as defined herein) and 2,900,000 common shares that qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act (as defined herein) (the “FT Shares” and together with the Common Shares, the “Offered