/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Sept. 6, 2019 /CNW/ - 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.
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 forwardlooking 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.
SOURCE Marathon Gold Corporation