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

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." 

AboutMarathon 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 theValentine 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 theValentine 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 Indicated6.2 
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 
Indicated761,000 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: 1-416-987-0711 
E-mail:pwalford@marathon-gold.com 
Christopher Haldane Investor Relations Manager Tel: 1-416-987-0714 
Email:chaldane@marathon-gold.com 
To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/December2013/04/c7592.html 
CO: Marathon Gold Corporation
ST: Ontario
NI: MNG PCS LOAN MNA  
-0- Dec/04/2013 15:27 GMT
 
 
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