TORONTO, Dec. 11, 2013 /CNW/ - Marathon Gold Corporation ("Marathon" or the "Company") (TSX: MOZ) announced the closing of its subscription agreement (the "Subscription
Agreement"), previously announced on December 4, 2013, with Rambler
Metals and Mining Canada Limited ("Rambler"), a wholly-owned
subsidiary of Rambler Metals and Mining plc (TSXV: RAB, AIM: RMM) pursuant to which Rambler will subscribe for common shares of Marathon
by way of a non-brokered private placement for guaranteed subscription
proceeds of $500,000, with an option to invest an additional $1.5
million.
The terms of the Subscription Agreement are set out below:
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Rambler has purchased 1,176,470 common shares at a price of $0.2125 per
share, for total proceeds of $250,000. The share price for this
subscription was based on a 10% premium to the 60-day volume-weighted
average price ("VWAP") of Marathon's shares prior to the signing of the
Subscription Agreement.
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Rambler will subsequently subscribe for additional common shares with a
value of $250,000. The share price for this subscription, which will
close no later than April 30, 2014, will be the greater of a 10%
premium to the 60-day VWAP or a 10% premium to the 5-day VWAP on the
day prior to Rambler giving notice of its intention to subscribe these
shares.
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Marathon has granted Rambler rights to purchase additional shares in
four quarterly tranches of up to $375,000 per tranche commencing May 1,
2014 (the "Rights"). The pricing applicable to all investments
pursuant to the Rights will be the greater of a 10% discount to the
60-day VWAP or a 10% discount to the 5-day VWAP on the day prior to
Rambler giving notice of its intention to subscribe these shares. If
Rambler does not exercise its purchase rights in any quarter, they may
elect to carry such rights forward for an additional three months
subject to Marathon's consent under the same pricing conditions as the
quarterly terms.
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Marathon has granted Rambler the right to participate in future
financings to maintain its proportionate interest in Marathon's shares,
and Marathon and Rambler have agreed that any investments both pursuant
to the Rights and subsequently to March 31, 2016 will be capped such
that Rambler's interest remains below 20%, except by mutual agreement.
The proceeds of this and subsequent investments by Rambler will be
focused on advancing Marathon's Valentine Lake Project. This initial
investment will be used to drill test the trenching results from
Marathon's third quarter exploration program at the Sprite and Victory
Zones. The Victory trenches are approximately 400 meters along strike
from the resource boundary of the Victory Gold Deposit, and the area
between the trenches and the resource boundary will be test drilled as
well.
About Marathon Gold Corporation
Marathon is a Toronto based gold resource development company focused on
the Valentine Lake property in central Newfoundland. Marathon's mission
is to rapidly advance the Valentine Lake Project. For more information
visit: www.marathon-gold.com.
About the Valentine Lake Project
The Valentine Lake property, owned 100% by Marathon Gold Corporation,
hosts two well defined gold deposits with NI 43-101 compliant
resources: the Leprechaun Gold Deposit and the Victory Gold Deposit.
The Leprechaun Gold Deposit is located near the south-western end of
the Valentine Lake property, and the Victory Gold Deposit is located 13
kilometers along strike to the north-east. These gold deposits form
part of a 23 km long, highly prospective gold-bearing mineralized
corridor focused along the Valentine Lake Thrust Fault.
The Leprechaun Gold Deposit has a NI 43-101 compliant Open Pit and
Underground Resource (refer to August 1, 2013 news release). The Open
Pit Resource is Measured 3.5 million tonnes containing 247,000 oz Au,
and Indicated 6.2 million tonnes containing 412,000 oz Au, and Inferred
1.2 million tonnes at 1.82 g/t Au containing 71,000 oz Au. The
Underground Resource is Measured 108,000 tonnes containing 17,000 oz
Au, and Indicated 764,000 tonnes containing 100,000 oz Au, and Inferred
349,000 tonnes containing 69,000 oz Au.
The Victory Gold Deposit (formerly Valentine East Hill) has an Open Pit
Resource (refer to August 1, 2013 news release). The Open Pit Resource
is Indicated 761,000 tonnes containing 41,000 oz Au, and Inferred
199,000 tonnes containing 9,000 oz Au. Both deposits are open to
expansion.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical fact relating to Marathon Gold
Corporation, certain information contained herein constitutes
"forward-looking statements". Forward-looking statements include
statements that are predictive in nature, depend upon or refer to
future events or conditions, or include words such as "expects",
"anticipates", "plans", "believes", "considers", "intends", "targets",
or negative versions thereof and other similar expressions, or future
or conditional verbs such as "may", "will", "should", "would" and
"could". We provide forward-looking statements for the purpose of
conveying information about our current expectations and plans relating
to the future and readers are cautioned that such statements may not be
appropriate for other purposes. By its nature, this information is
subject to inherent risks and uncertainties that may be general or
specific and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove to be
accurate, that assumptions may not be correct and that objectives,
strategic goals and priorities will not be achieved. These risks and
uncertainties include but are not limited to those identified and
reported in Marathon Gold Corporation's public filings, which may be
accessed at www.sedar.com. Other than as specifically required by law, we undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made, or to
reflect the occurrence of unanticipated events, whether as a result of
new information, future events, results or otherwise.
SOURCE Marathon Gold Corporation
