Marathon Gold Enters into an Agreement With Rambler Metals and Mining to subscribe for up to $2 million of common shares

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

Phillip Walford
President and CEO
Tel: [phone]
E-mail: [email protected]

Christopher Haldane
Investor Relations Manager
Tel: [phone]
Email: [email protected]