Marathon Gold and Mountain Lake Resources Complete Plan of Arrangement
July 09 2012 - 7:00AM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/ TORONTO, July 9, 2012 /CNW/ -
Marathon Gold Corporation ("Marathon" or the "Company") today
announced the completion of the previously announced plan of
arrangement (the "Arrangement") pursuant to which Marathon has
acquired all of the outstanding common shares of Mountain Lake. The
transaction consolidates Marathon's and Mountain Lake's respective
50% interests in the Valentine Lake Project in Newfoundland,
Canada, resulting in Marathon becoming the 100% owner of the
project. As the sole owners of the Valentine Lake Project, Marathon
now possesses a total Measured and Indicated Resource of 424,000
ounces of gold at 2.05 g/t and total Inferred Resources of 305,000
ounces of gold at 1.65 g/t at the Leprechaun Gold Deposit. As part
of the Arrangement, Mountain Lake transferred all of its projects,
except for the Valentine Lake Project, to Mountain Lake Minerals
Inc. ("Spinco"), a newly incorporated exploration company. Under
the terms of the Arrangement, 20,309,589 Marathon shares and
20,309,589 Spinco shares were issued to former Mountain Lake
shareholders on the basis of 0.40 of a Marathon common share and a
0.40 of a Spinco common share for every Mountain Lake share held.
Mountain Lake is now a wholly-owned subsidiary of Marathon and it
is expected that the common shares of Mountain Lake will be
delisted from the TSX Venture Exchange by the end of this week.
"The closing of this transaction is a significant milestone for
Marathon. The Company is now the sole owner of our flagship
Valentine Lake Project, which is the value driver for Marathon. Our
object has been to define an economic resource of at least one
million ounces, attributable to Marathon, and this transaction
brings us closer to that objective," said Phillip Walford,
President and CEO of Marathon Gold. "Both Marathon and Mountain
Lake shareholders have greatly benefitted from this transaction and
we appreciate the overwhelming support. It has been and continues
to be Marathon's mission to bring value to shareholders and we look
forward to a prosperous 2012/2013." Spinco will be led by Mountain
Lake's former management team and board of directors and will focus
on developing its 100% owned exploration properties, including the
Glover Island, Little River, and Bobby's Pond projects. These
projects are all located on the island of Newfoundland, a
mining-friendly jurisdiction. Under the terms of the Arrangement,
(i) Marathon subscribed for units of Spinco for aggregate
consideration of $300,000 representing approximately 4.9% of the
outstanding shares of Spinco, and (ii) the former directors and
officers of Mountain Lake collectively subscribed for an additional
$200,000 of units of Spinco representing 3.3% of the outstanding
shares of Spinco. Spinco will now proceed to raise additional
funding for its business activities by way of private placement
financing and intends to apply for listing on the TSX Venture
Exchange, subject to Spinco meeting all minimum initial listing
requirements. "I would like to thank the shareholders of both
Mountain Lake and Marathon for their overwhelming support in favour
of the Arrangement between our companies. I would also like
to acknowledge the time and effort put forth by both the Mountain
Lake and Marathon teams in closing the transaction in such an
expeditious manner," stated Allen Sheito, former Chairman,
President and CEO of Mountain Lake. "The completion of the
transaction puts the future of the Valentine Lake Project in good
hands and enables the Mountain Lake team to focus all energies on
the development of the new Mountain Lake Minerals and our three,
100 percent owned, exploration projects in Newfoundland." About
Marathon Gold Corporation Marathon Gold Corporation is a North
American gold resource development company, with projects located
in the mining friendly province of Newfoundland and Labrador, the
prolific Coeur d'Alene Mining District of Idaho and the historic
gold rich Greenhorn District of Oregon, USA. Marathon has a
project pipeline consisting of early stage exploration to advanced
resource development projects. Marathon is continually evaluating
new gold resource development projects of merit that are located
within the Americas. Marathon's focused and low-cost approach
to exploration and resource development has an established record
of delivering rapid growth. For more information visit:
www.marathon-gold.com 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. Marathon
Gold Corporation CONTACT: Marathon Gold Corporation Phillip
WalfordPresident and CEOTel: 1-416-987-0711Jennie GuayInvestor
Relations ManagerTel: 1-416-987-0714E-mail:
jguay@marathon-gold.comMountain Lake Minerals Inc. Greg
LytleCommunications ManagerN. America toll-free:
1-866-285-5817Halifax: 1-902-542-9773Vancouver or Int'l.:
1-604-839-6946E-mail: info@mountain-lake.com
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