News

Marathon Gold Announces $3.5 Million Bought Deal Financing

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

(figures in Canadian dollars)

TORONTO, Feb. 4 /CNW/ - Marathon Gold Corporation (TSX:MOZ) (the “Company”) announces that it has entered into an agreement with a syndicate of underwriters (the “Underwriters”), led by Stonecap Securities Inc. and including Octagon Capital Corporation, whereby the Underwriters have agreed to purchase, on a bought deal basis, 1,945,000 flow-through common shares (the “Flow-Through Common Shares”) of the Company at a price (the “Issue Price”) of $1.80 per Flow-Through Common Share for gross proceeds of $3,501,000 (the “Offering”).

The Company has granted the Underwriters an option to purchase up to an additional 15% of the Flow-Through Common Shares at the Issue Price exercisable up to 48 hours prior to closing of the Offering for additional gross proceeds of up to $525,150.

The gross proceeds from the sale of the Flow-Through Common Shares will be used for exploration at the Company’s Canadian exploration properties.

The Offering will be made by way of private placement to accredited investors in all provinces of Canada. The Offering is expected to close on or about March 1, 2011, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities. The Flow-Through Common Shares will be subject to a four-month hold period.

The Underwriters shall receive a cash commission equal to 7% of the gross proceeds of the Offering and broker warrants (the “Broker Warrants”) equal to 7% of the number of Flow-Through Common Shares issued pursuant to the Offering. Each Broker Warrant shall entitle the holder thereof to acquire one non-flow-through common share of the Company at the Issue Price for 24 months following closing of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.


About Marathon Gold Corporation:

Marathon Gold Corporation (“Marathon”) is one of Canada’s newest gold resource development companies, with projects located in the mining friendly province of Newfoundland and Labrador and now a project in the prolific Coeur d’Alene Mining District of Idaho. Marathon has a tiered project pipeline consisting of early stage exploration to advanced resource development projects which can be built into mineable reserves. 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 resource development and exploration has an established record of delivering rapid growth. Marathon is the operator of the Valentine Lake Project under the joint venture with MOA. For more information visit: www.marathon-gold.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical fact relating to Marathon Gold, 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’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 or results otherwise.

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