Mountain Lake Resources Inc V.MOA

Off to MOZ. NR today last day of Trading

[birdie22]

Mountain Lake Proceeds with Marathon Gold Arrangement After Shareholders Vote 99.9% in Favour of Transaction

 

11:15 EST Tuesday, Jul 03, 2012

FSC / Press Release

Mountain Lake Proceeds with Marathon Gold Arrangement After Shareholders Vote 99.9% in Favour of Transaction

Transaction includes consolidation of 100% of the Valentine Lake Gold Project and the creation of Mountain Lake Minerals Inc., a new exploration company

Halifax, Nova Scotia CANADA, July 03, 2012 /FSC/ - Mountain Lake Resources Inc (MOA - TSX Venture, MLKRF - OTCBB_Pink_Sheets), ("Mountain Lake" or the "Company") is pleased to report that shareholders have voted overwhelmingly in favour of the previously announced arrangement ("Arrangement") [see news releases of May 24 (https://www.mountain-lake.com/2012_MOA_News/MOA_NR_05-24-12_MOZ-arrangement.pdf) and June 29, 2012 (https://www.mountain-lake.com/2012_MOA_News/MOA_NR_06-29-12_Shareholder-Approval.pdf)] whereby Marathon Gold Corporation ("Marathon") will acquire all of the outstanding common shares of Mountain Lake to consolidate Mountain Lake's and Marathon's respective 50% interests in the Valentine Lake Project, resulting in Marathon becoming the 100% owner of the Project. Mountain Lake's remaining projects will be transferred to Mountain Lake Minerals Inc. ("Spinco"), a newly incorporated exploration company. Marathon reports that its shareholders have also approved the Arrangement.

Accordingly, Mountain Lake will apply for a final order of the Supreme Court of British Columbia for approval of the Arrangement on July 5, 2012, and, assuming receipt of Court approval and that all other remaining conditions to the Arrangement are either satisfied or waived, the Company expects that the closing date of the Arrangement (the "Effective Date") will occur on or about Monday, July 9, 2012.

Under the terms of the Arrangement, Mountain Lake shareholders on the Effective Date will receive 0.40 of a Marathon common share and 0.40 of a common share in Spinco for every Mountain Lake share held. For complete details of the Plan of Arrangement, interested persons are directed to the Information Circular filed on SEDAR (www.sedar.com) on June 6, 2012 by Mountain Lake under its profile (https://www.sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00008613).

Mountain Lake intends to request a trading halt of its common shares on the TSX Venture Exchange (the "Exchange") tomorrow, pending completion of the Arrangement. In result, today will be the last trading day of Mountain Lake's common shares on the Exchange, after the close of trading. Mountain Lake's common shares would not be expected to return to trading, assuming the Arrangement is completed. The common shares of Mountain Lake will be delisted from the Exchange, because Mountain Lake will become a wholly-owned subsidiary of Marathon on the Effective Date.

[Cousin_Gert]

So it has been stated that MOA is supposed to stop trading today and then after it gets SEC approval, come back to the market as a newly listed company holding all of its other properties except for the 50% of VLake that was sold to MOZ for 0.4 shares of MOZ for each MOA share that MOA shareholders currently have as at the closing yesterday. What seems a bit confusing in the way the news was

[birdie22]

Here is the deal Cousin_Gert from May 24 N.R. As part of the Arrangement, Mountain Lake will transfer all of its projects, except for its 50% interest in the Valentine Lake Project, to Spinco. Spinco will be led by the existing management team and Board of Directors of Mountain Lake and will focus on developing its promising exploration properties, including the Glover Island, Little River, and

[Cousin_Gert]

Right B22....before the funding that is being raised, current MOA shareholders would own 100% of the remaining MOA properties. This % gets reduced as start -up capital is raised and resultant new shares are issued. C.Gert