OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Nov. 16, 2011 /CNW/ - Marathon Gold Corporation (“Marathon” or the “Company”) (MOZ: TSX) today reported that in connection with its previously announced public offering on November 14, 2011 (the “Offering”), it has entered into an underwriting agreement with a syndicate of underwriters co-led by Canaccord Genuity Corp. and Haywood Securities Inc., and including Fraser Mackenzie Limited (collectively the “Underwriters”) to sell 3,928,000 units (the “Units”) of the Company at a price of C$1.40 per Unit (the “Unit Offering”) and 2,728,000 flow-through common shares (the “FT Shares”) of the Company at a price of C$1.65 per FT Share (the “FT Offering”) for aggregate gross proceeds of C$10,000,400. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the Company at an exercise price of C$1.80 per common share for a period of 30 months following the date of closing of the Offering.
The Company has also granted the Underwriters an over-allotment option to purchase up to that number of additional Units (the “Over-Allotment Units”, and together with the Common Shares and FT Shares, the “Offered Securities”) equal to 15% of the Units sold pursuant to the Offering, exercisable at any time up to 30 days after and including the closing of the Offering at a price equal to the offering price of the Units of C$1.40 per Unit.
The Company intends to use the net proceeds from the Offering for ongoing exploration programs on the Company’s Newfoundland and Idaho gold projects, including a planned 40,000 m drill program at the Valentine Lake Gold Project and a 25,000 m drill program at the Golden Chest Project, set to commence in 2012, and for general corporate and working capital purposes.
The Offering is being made pursuant to a short form prospectus filed in each of the provinces of Canada other than Quebec. The Offered Securities are not registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements. Any public offering of the securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements.
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, and a project in the prolific Coeur d’Alene Mining District of Idaho. 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 or results otherwise.