/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Sept. 12,
2022 /CNW/ - Marathon Gold Corporation
("Marathon" or the "Company") (TSX: MOZ) is pleased to announce
that it has entered into an agreement with Canaccord Genuity Corp.
on behalf of a syndicate of underwriters (collectively, the
"Underwriters"), pursuant to which the Underwriters have
agreed to purchase, on a "bought deal" basis, 136,364,000 units of
the Company (the "Units"), at a price of $1.10 per Unit (the "Offering Price") for
gross proceeds of $150,000,400 (the
"Underwritten Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one-half of one common share purchase
warrant (each whole common share purchase warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to
acquire one common share of the Company at a price of $1.35 for a period of 24 months following the
Closing Date (as defined herein), subject to the Acceleration Right
(as defined herein). If, at any time following the Closing Date (as
defined herein), the daily volume weighted average trading price of
the common shares of the Company on the Toronto Stock Exchange is
greater than $1.75 per common share
for the preceding 10 consecutive trading days, the Company shall
have the right (the "Acceleration Right") to accelerate the
expiry date of the Warrants to the date (the "New Expiry
Date") that is 30 days following the date of acceleration
notice to the holders of the Warrants and the warrant agent,
provided that the New Expiry Date is not later than June 30, 2023.
The Company will grant the Underwriters an option to purchase up
to an additional 20,454,600 Units (the "Underwriter Option
Units" and together with the Units, the "Offered
Securities") to cover over-allotments, if any, and for market
stabilization purposes at a price of $1.10 per Underwriter Option Unit for additional
gross proceeds of up to $22,500,060
(the "Underwriter Option" and together with the Underwritten
Offering, the "Offering"), exercisable in whole or in part,
at any time on or prior to the date that is 30 days following the
Closing Date (as defined herein).
The net proceeds of the Offering will be used to partially fund
construction of the Valentine Gold Project, as well as for working
capital and general corporate purposes.
The Units will be offered by way of a prospectus supplement to
purchasers in each of the provinces and territories of Canada (except Quebec) and may also be offered by way of
private placement in the United
States and such other jurisdictions as agreed between the
parties.
The Offering is expected to close on or about September 19, 2022 (the "Closing Date")
and is subject to the Company receiving all necessary regulatory
approvals.
The securities to be offered pursuant to the Offering have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S.
state securities laws, and may not be offered or sold in
the United States or to, or for
the account or benefit of, United
States persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Marathon
Marathon (TSX:MOZ) is a
Toronto based gold company
advancing its 100%-owned Valentine Gold Project located in the
central region of Newfoundland and
Labrador, one of the top mining
jurisdictions in the world. The Project comprises a series of five
mineralized deposits along a 20-kilometre system. An April 2021 Feasibility Study outlined an open-pit
mining and conventional milling operation over a thirteen-year mine
life with a 31.5% after-tax rate of return. The Project has
estimated Proven Mineral Reserves of 1.40 Moz (29.68 Mt at 1.46
g/t) and Probable Mineral Reserves of 0.65 Moz (17.38 Mt at 1.17
g/t). Please see Marathon's Annual
Information Form for the year ended December
31, 2021 and other filings made with Canadian securities
regulatory authorities and available at www.sedar.com for further
details and assumptions relating to the Valentine Gold 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 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", "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". 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. More particularly and without
restriction, this news release contains forward-looking statements
and information about, among other things, the closing of the
Offering and the uses of proceeds of the Offering, FS and the
results therefrom (including IRR, NPV5%, Capex, FCF,
AISC and other financial metrics), the realization of mineral
reserve and mineral resource estimates, the future financial or
operating performance of the Company and the Project, capital and
operating costs, the ability of the Company to obtain all
government approvals, permits and third-party consents in
connection with the Company's exploration, development and
operating activities, the potential impact of COVID-19 on the
Company, the Company's ability to successfully advance the Project
and anticipated benefits thereof, economic analyses for the
Valentine Gold Project, processing and recovery estimates and
strategies, future exploration and mine plans, objectives and
expectations and corporate planning of Marathon, future 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 concerning the interpretation of
exploration results and the impact on the Project's mineral
resource estimate, the Company has provided such statements 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 risks and uncertainties relating to the interpretation of
drill results, the geology, grade and continuity of mineral
deposits and conclusions of economic evaluations; uncertainty as to
estimation of mineral resources; inaccurate geological and
metallurgical assumptions (including with respect to the size,
grade and recoverability of mineral resources); the potential for
delays or changes in plans in exploration or development projects
or capital expenditures, or the completion of feasibility studies
due to changes in logistical, technical or other factors; the
possibility that future exploration, development, construction or
mining results will not be consistent with the Company's
expectations; risks related to the ability of the current
exploration program to identify and expand mineral resources; risks
relating to possible variations in grade, planned mining dilution
and ore loss, or recovery rates and changes in project parameters
as plans continue to be refined; operational mining and development
risks, including risks related to accidents, equipment breakdowns,
labour disputes (including work stoppages and strikes) or other
unanticipated difficulties with or interruptions in exploration and
development; risks related to the inherent uncertainty of
production and cost estimates and the potential for unexpected
costs and expenses; risks related to commodity and power prices,
foreign exchange rate fluctuations and changes in interest rates;
the uncertainty of profitability based upon the cyclical nature of
the mining industry; risks related to failure to obtain adequate
financing on a timely basis and on acceptable terms or delays in
obtaining governmental or other stakeholder approvals or in the
completion of development or construction activities; risks related
to environmental regulation and liability, government regulation
and permitting; risks relating to the Company's ability to attract
and retain skilled staff; risks relating to the timing of the
receipt of regulatory and governmental approvals for continued
operations and future development projects; political and
regulatory risks associated with mining and exploration; risks
relating to the potential impacts of the COVID-19 pandemic on the
Company and the mining industry; changes in general economic
conditions or conditions in the financial markets; and other risks
described in Marathon's documents
filed with Canadian securities regulatory authorities, including
the Annual Information Form for the year ended December 31, 2021.
You can find further information with respect to these and
other risks in Marathon's Annual
Information Form for the year ended December
31, 2021 and other filings made with Canadian securities
regulatory authorities 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.
Neither Toronto Stock Exchange nor its Regulation Services
Provider (as that term is defined in policies of the Toronto Stock
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Marathon Gold Corporation