Marathon Gold Corporation
(“
Marathon” or the “
Company”)
(
TSX: MOZ) is pleased to announce it has entered
into an agreement with a syndicate of underwriters led by Canaccord
Genuity Corp. and Sprott Capital Partners (collectively, the
“
Underwriters”) pursuant to which they have agreed
to purchase on a bought deal basis, 2,710,000 flow-through units
that will consist of one flow-through share of the Company and
one-half of one common share purchase warrant (the
“
Flow-Through Units”) at a price of C$1.85 per
Flow-Through Unit and 11,400,000 common share units that will
consist of one common share of the Company and one-half of one
common share purchase warrant (the “
Common Share
Units” and together with the Flow-Through Units, the
“
Underwritten Securities”) at a price of C$1.32
per Common Share Unit for aggregate gross proceeds of C$20,061,500
(the “
Underwritten Offering”).
Each whole common share purchase warrant is exercisable into one
common share of the Corporation at a price of C$1.60 per common
share for a period of 24 months from the Closing Date (as defined
herein).
In addition, the Company will grant the
Underwriters an option to sell up to an additional 2,710,000
Flow-Through Units (the “Underwriter Option
Securities” and together with the Underwritten Securities,
the “Offered Securities”) at C$1.85 per
Underwriter Option Security for additional gross proceeds of up to
C$5,013,500 (the “Underwriter Option” and together
with the Underwritten Offering, the “Offering”),
exercisable at any time up to 48 hours prior to the closing of the
Underwritten Offering.
As previously disclosed, Franco-Nevada
Corporation acquired a 2.0% net smelter return royalty in February
2019 and Franco-Nevada has advised the Company that it intends to
participate in the Underwritten Offering. “Franco Nevada
Corporation is the leading gold-focused royalty and streaming
company and we are very pleased by their participation in the
financing and ongoing support of the Company”, said Matt Manson,
President & Chief Executive Officer of Marathon.
The Company intends to use the net proceeds of
the Offering to continue exploration and development of the
Valentine Lake gold project and for general corporate purposes. The
proceeds received by the Company from the sale of Flow-Through
Units will be used to incur Canadian exploration expenses that are
“flow-through mining expenditures” (within the meaning of
subsection 66(15) of the Income Tax Act (Canada)) (the
“Qualifying Expenditures”) related to the
Company’s Valentine Lake Gold Camp in Newfoundland, Canada. The
Qualifying Expenditures will be renounced to the subscribers with
an effective date no later than December 31, 2019, in the aggregate
amount of not less than the total amount of the gross proceeds
raised from the issuance of Flow-Through Units.
The Offering is being made by way of private
placement in Canada. The Offered Securities will be subject
to a four month hold period under applicable securities laws in
Canada. Closing of the Offering is anticipated to occur on or about
September 30, 2019 (the “Closing Date”) and is
subject to receipt of regulatory approvals, including the
acceptance of the Offering by the Toronto Stock Exchange.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein in the United States. The securities described
herein have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States or to the account or benefit of a U.S.
person absent an exemption from the registration requirements of
such Act.
About Marathon
Marathon is a Toronto based gold company rapidly
advancing its 100%-owned Valentine Gold Project located in central
Newfoundland, one of the top mining jurisdictions in the world. The
Valentine Gold Project comprises a series of mineralised deposits
along a 20-kilometer system of gold bearing
Quartz-Tourmaline-Pyrite veins. The project is accessible by
year-round road and is in close proximity to the provincial
electrical grid. To date, four gold deposits at Valentine have been
delineated, including the large Leprechaun and Marathon deposits.
An October 2018 Preliminary Economic Assessment showed the project
to be amenable to open pit mining and conventional milling over a
twelve-year mine life. Total Mineral Resources currently comprise
Measured Mineral Resources of 16.6 million tonnes at a grade of
2.18 g/t containing 1,166,500 oz. of gold, Indicated Mineral
Resources of 28.5 million tonnes at a grade of 1.66 g/t containing
1,524,900 oz. of gold and Inferred Mineral Resources of 26.9
million tonnes at a grade of 1.77 g/t containing 1,531,600 oz. of
gold. For more information, readers are referred to the technical
report prepared in accordance with the requirements of NI 43-101
dated October 30, 2018 for further details and assumptions relating
to the project.
For more information, please
contact:
Matthew Manson, PhDPresident and Chief Executive OfficerTel:
1-416-987-0711E-mail: mmanson@marathon-gold.com |
Christopher HaldaneInvestor Relations ManagerTel:
1-416-987-0714E-mail: chaldane@marathon-gold.com |
To find out more information on Marathon Gold
Corporation and the Valentine Gold Project, please visit
www.marathon-gold.com.
Cautionary Statement Regarding
Forward-Looking Information
Certain information contained in this news
release constitutes forward-looking information within the meaning
of Canadian securities laws ("forward-looking statements"). All
statements in this news release, other than statements of
historical fact, which address events, results, outcomes or
developments that Marathon expects to occur are 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", "estimates", "considers", "intends",
"targets", or negative versions thereof and other similar
expressions, or future or conditional verbs such as "may", "will",
"should", "would" and "could". More particularly and without
restriction, this press release contains forward-looking statements
and information about future exploration plans, objectives and
expectations of Marathon, future mineral resource and mineral
reserve estimates and updates and the expected impact of
exploration drilling on mineral resource estimates, future
pre-feasibility and feasibility studies and environmental impact
statements and the timetable for completion and content thereof and
statements as to management's expectations with respect to, among
other things, the matters and activities contemplated in this news
release.
Forward-looking statements involve known and
unknown risks, uncertainties and assumptions and accordingly,
actual results and future events could differ materially from those
expressed or implied in such statements. You are hence cautioned
not to place undue reliance on forward-looking statements. In
respect of the forward-looking statements and information
concerning the interpretation of exploration results and the impact
on the project’s mineral resource estimate, Marathon has provided
such statements and information in reliance on certain assumptions
it believes are reasonable at this time, including assumptions as
to the continuity of mineralization between drill holes. A mineral
resource that is classified as "inferred" or "indicated" has a
great amount of uncertainty as to its existence and economic and
legal feasibility. It cannot be assumed that any or part of an
"indicated mineral resource" or "inferred mineral resource" will
ever be upgraded to a higher category of mineral resource.
Investors are cautioned not to assume that all or any part of
mineral deposits in these categories will ever be converted into
proven and probable mineral reserves.
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.
Factors that could cause future results or events to differ
materially from current expectations expressed or implied by the
forward-looking statements include the ability of the current
exploration program to identify and expand mineral resources,
operational risks in exploration and development for gold, delays
or changes in plans with respect to exploration or development
projects or capital expenditures, uncertainty as to calculation of
mineral resources, changes in commodity and power prices, changes
in interest and currency exchange rates, inaccurate geological and
metallurgical assumptions (including with respect to the size,
grade and recoverability of mineral resources), changes in
development or mining plans due to changes in logistical, technical
or other factors, cost escalation, changes in general economic
conditions or conditions in the financial markets. delays and other
risks described in Marathon’s documents filed with Canadian
securities regulatory authorities. You can find further information
with respect to these and other risks in Marathon’s Annual
Information Form for the year ended December 31, 2018 and other
filings made with Canadian securities regulatory authorities and
available at www.sedar.com. Other than as specifically required by
law, Marathon undertakes 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 or results otherwise.
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