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Published on 9/7/2010 in the Prospect News PIPE Daily.

Marathon PGM plans C$3 million stock sale at discount, $118 million merger with Stillwater Mining

By Devika Patel

Knoxville, Tenn., Sept. 7 - Marathon PGM Corp. has negotiated a C$3 million private placement of stock, according to a press release from investor Stillwater Mining Co.

The company will sell the shares at a price per share to be determined based on the five-day volume-weighted average trading price, less a 15% discount.

Proceeds will provide the company with additional liquidity to fund its operations and for general working capital purposes.

The placement is part of a larger negotiation with the investor, under which Stillwater will acquire all of the company's outstanding shares. The deal is a 50 to 50 split of cash and Stillwater shares.

According to the transaction's terms, Stillwater will exchange 0.112 common shares and C$1.775 in cash for each outstanding Marathon PGM share.

Marathon PGM will also distribute shares of its subsidiary, Marathon Gold Corp. to Marathon PGM shareholders before the exchange, which is valued at approximately $118 million, or C$3.55 per Marathon PGM share, which does not take into account the value of the Marathon Gold shares.

"The proposed transaction is structured to allow Marathon Gold to continue utilizing our expertise in finding and delineating ore reserves, and generating value for shareholders by advancing exploration properties," president and chief executive officer Phillip C. Walford said in a press release.

"In particular, the promising Valentine Lake gold prospect in Newfoundland, currently in the process of being delineated, will remain in Marathon Gold and will continue as an area of interest for the Marathon Gold team. At the same time, the sale of the Marathon PGM assets to Stillwater will realize substantial value for Marathon PGM's shareholders."

Based in Toronto, Marathon PGM acquires, explores and develops natural resource properties.


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