Marathon Gold Announces $5.0 Million Bought Deal, Unit and Flow-Through Private Placement

TORONTO, Nov. 19, 2012 /CNW/ - Marathon Gold Corporation ("Marathon" or the "Company") (MOZ: TSX) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. ("Canaccord"), pursuant to which a syndicate of underwriters led by Canaccord (the "Underwriters") will purchase, in any combination, flow-through common shares of the Company ("Flow-Through Shares") at a price of $0.63 per Flow-Through Share and units of the Company ("Units") at a price of $0.55 per Unit to raise aggregate gross proceeds of $5,000,000 (the "Underwritten Offering").

Each Unit shall consist of one common share in the Company and one half of one common share purchase warrant of the Company exercisable for a period of 24 months from the closing date. Each whole warrant shall be exercisable into one common share of the Company at $0.75 per share.

In addition, the Company will grant the Underwriter an option to sell additional units (the "Over-Allotment Units") or flow-through common shares (the "Over-Allotment Flow-Through Shares") of the Company, in any combination of Over-Allotment Units or Over-Allotment Flow-Through Shares (and together with the Units and Flow-Through Shares, the "Offered Securities"), to raise additional gross proceeds of up to $500,000 (the "Over-Allotment Option" and together with the Underwritten Offering, the "Offering").

The net proceeds raised through the Offering will be used to incur "Canadian exploration expenses" as defined in the Income Tax Act (Canada) (the "Act") which will constitute "flow-through mining expenditures" as defined in the Act as well as for the advancement of the Company's assets and for general working capital purposes.

Closing of the Offering is anticipated to occur on or about December 12, 2012 (the "Closing Date"). Closing of the Offering is subject to receipt of regulatory approvals, including the acceptance of the Offering by the Toronto Stock Exchange. The Offered Securities will be subject to a four month hold period under applicable securities laws in Canada.

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 the Valentine Lake Project

Marathon Gold Corporation is now the 100% owner of the Valentine Lake Project. The Leprechaun Gold Deposit is situated at the south-western end of the Valentine Lake Project, and the Valentine East Gold Zone is located 17 kilometers along strike running in a north-easterly direction.  The J. Frank Zone, which currently extends over an area in excess of 1.25 kilometers in length and 250 meters in width, is located up to 0.5 kilometers southwest along strike from the current Resource boundary of the Leprechaun Gold Deposit. These gold occurrences form part of a 23 kilometer long, highly prospective gold-bearing mineralized corridor focused along the Valentine Lake thrust fault.

About the Leprechaun Gold Deposit

The Leprechaun Gold Deposit has a combined NI 43-101 compliant Measured and Indicated Resource of 9,537,000 tonnes grading 2.22 g/t Au, for a total estimated 682,000 ounces of Au. The Inferred Resource is 1,959,000 tonnes grading 2.30 g/t Au, for an estimated 145,000 ounces of Au. This Resource was estimated using a 0.5 g/t Au minimum cut-off for open pit resources and 1.5 g/t Au for underground resources. The Leprechaun Gold Deposit is open at depth and along strike.

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.

SOURCE: Marathon Gold Corporation