TORONTO,
Dec. 4, 2013 /CNW/ - Marathon Gold
Corporation ("Marathon" or the "Company") (TSX: MOZ) is pleased
to announce that it has entered into a subscription agreement (the
"Subscription Agreement") with Rambler Metals and
Mining Canada Limited
("Rambler"), a wholly 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 of
$500,000 with an option to invest an
additional $1.5 million at its
option.
The terms of this agreement are set out
below:
- Rambler will purchase 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, which will close on or before December 11, 2013, is at a 10% premium to the
60-day volume-weighted average price ("VWAP") of Marathon's shares prior to the signing of the
Subscription Agreement.
- 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.
- 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.
- 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.
- There are no finder's fees or other costs associated with this
financing.
- This agreement is subject to TSX approval.
Phillip
Walford, President and CEO of Marathon commented:
"We are pleased that Rambler has decided to
invest in Marathon. This is a
strong endorsement of the Valentine Lake gold project by a company
mining in western Newfoundland.
Their operating technical skills and experience in operating on the
island are of value to Marathon as
we progress to an economic study. We look forward to a beneficial
relationship with Rambler. The funding will provide for a drilling
program in January to expand the open pit resources at the Victory
Deposit and to test the new mineralization at Sprite."
George
Ogilvie, President and CEO of Rambler Metals and Mining
commented:
"The Marathon team has done an excellent job in
bringing the Valentine Lake project to this stage while identifying
a significant unexplored trend of mineralization that could add
further potential to the project. We are happy to provide
whatever technical guidance they request of us however we are
content to continue to watch this project grow under the expertise
and guidance of the management team in place. This is an
investment in a Company with a track record of success and we are
proud to be supporting their goal in whatever manner we can."
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.
About Rambler Metals and Mining
Rambler is a mining and development Company that
in November 2012 brought its first
mine into commercial production. The group has a 100 per cent
ownership in the Ming Copper-Gold Mine, a fully operational base
and precious metals processing facility and year round bulk storage
and shipping facility; all located on the Baie Verte peninsula, Newfoundland and Labrador, Canada.
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