Marathon Gold Files Proxy Materials for Annual and Special Meeting Relating to Arrangement with Mountain Lake

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TORONTO, June 7, 2012 /CNW/ - Marathon Gold Corporation ("Marathon" or the "Company") (TSX: MOZ) is pleased to report that it has filed on SEDAR and mailed to shareholders amended and restated proxy materials in respect of the annual and special meeting (the "Marathon Meeting") of the shareholders of the Company. The Marathon Meeting has been rescheduled to June 29, 2012 from June 12, 2012 in order to accommodate the special business described below and will be held at the Toronto Board of Trade, First Canadian Place, Toronto, Ontario at 11 a.m. (EDT). At the Marathon Meeting, the shareholders of the Company will be asked to approve, among other things, a resolution (the "Share Issuance Resolution") for the issuance of common shares of Marathon to the securityholders of Mountain Lake Resources Inc. ("Mountain Lake") in connection with the previously announced proposed arrangement (the "Arrangement") between Marathon and Mountain Lake.

Pursuant to the Arrangement, the Company will acquire all of the outstanding common shares of Mountain Lake to consolidate Mountain Lake's and Marathon's respective 50% interests in the Valentine Lake Project, resulting in Marathon becoming the 100% owner of the Project.  Mountain Lake's remaining projects will be transferred to Mountain Lake Minerals Inc. ("Spinco"), a newly incorporated exploration company. Under the terms of the Arrangement, Mountain Lake shareholders will receive 0.40 of a Marathon common share and 0.40 of a common share in Spinco for every Mountain Lake share held.

The Marathon board of directors has unanimously recommended that its shareholders vote in favour of the Share Issuance Resolution.

Marathon shareholders are encouraged to read the proxy materials relating to the Marathon Meeting and to complete and return the form of proxy or voting instruction form. The Company also encourages its shareholders to attend the Marathon Meeting and meet its leadership team and hear management's review of Marathon's outlook and plans for the coming year. Even if you cannot attend the Marathon Meeting, it is important that shareholders cast their vote by completing and returning the form of proxy or voting instruction form. Shareholders of Marathon are reminded that if they already deposited proxies in respect of the originally scheduled meeting of Marathon shareholders that they should complete and deposit new proxies in order for their votes to counted at the rescheduled Marathon Meeting.

On June 1, 2012, the Supreme Court of British Columbia granted to Mountain Lake the interim order in respect of the Arrangement, thereby satisfying one of the conditions to the Arrangement. Assuming that all of the other conditions to the Arrangement are satisfied or waived, including the approval of the arrangement by the Mountain Lake securityholders, Marathon expects the Arrangement to become effective in early July 2012.

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, the prolific Coeur d'Alene Mining District of Idaho and the historic gold rich Greenhorn District of Oregon, USA.  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, results or otherwise. 

 

Marathon Gold Corporation 

Phillip Walford
President and CEO
Tel: [phone]

Jennie Guay
Investor Relations Manager
Tel: [phone]
E-mail: [email protected]