Marathon Announces Intention to Acquire Discovery PGM Corporation Creating Canada's Largest Pre-development PGM-Cu Resource



    TORONTO, Feb. 19 /CNW/ - Marathon PGM Corporation ("Marathon" or "the
Company") is pleased to announce its intention to acquire all of the
outstanding shares of Discovery PGM Exploration Ltd., (PTD:TSX.V)("Discovery")
in a share-based transaction, subject to regulatory approval.
    Commenting on the proposed Discovery transaction, Phillip Walford,
President and CEO of Marathon said, "This strategic acquisition is good for
both companies as it enables the Discovery PGM resource to be part of the
Marathon Project. It was my personal goal when we started exploration in 2004
to reach a resource of 5 million ounces of PGM and gold and one billion pounds
of copper. There is a good chance we will reach that goal by the end of this
year. Geordie Lake has a resource that is about 80% of what the Marathon
PGM-Cu Project was when we purchased it in December 2003."
    John P. McGoran, President and CEO of Discovery said, "We feel that this
transaction is the best way to expeditiously advance Discovery's Geordie Lake
PGM deposit. We feel that Discovery shareholders will benefit from the
combined Marathon and Discovery mineral resource and the greater financial and
operational resources of the combined company."

    Geordie Lake Property

    Discovery owns 100% of the Geordie Lake Property, which covers 1,538
hectares and is ("GLD") located 14 km NW of Marathon, Ontario, and is within
the Coldwell Complex, which also hosts the Marathon PGM-Cu deposit. Management
believes the GLD resources are amenable to processing at the Marathon PGM-Cu
development site. The property is subject to a 2.5% NSR royalty that reduces
to 1.5% after the first $1m in payments has been made. The property is also
subject to a 12 1/2 % back-in working interest upon Discovery presenting a
feasibility study and the right holder paying 31.25% of all the cost to the
point of completion of that study. If the back-in right is exercised there
would be a Joint Venture set up for the property. In February 2002, Discovery
completed a NI 43-101 report on Geordie Lake as stated in the following table.
These reported resources were based upon much lower metal prices prevailing at
the time.

    
    Resource below is at $10.00/tonne NSR cut-off
    -------------------------------------------------------------------------
    Category         Tonnes     Pd        Pt         Au       Cu         Ag
                    millions    g/t       g/t        g/t       %         g/t
    -------------------------------------------------------------------------
    Indicated         24.4     0.537     0.030      0.04     0.326      2.52
    -------------------------------------------------------------------------
    Inferred           5.4     0.626     0.040      0.05     0.360      3.04
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                               Contained Metal
    -------------------------------------------------------------------------
    Category          Pd oz     Pt oz     Au oz     Cu lb    Ag oz
                      (000)     (000)     (000)    million   (000)
    -------------------------------------------------------------------------
    Indicated          421        24        31       175    1,978
    -------------------------------------------------------------------------
    Inferred           108         7         9        43      524
    ------------------------------------------------------------------------

    (1) "A Resource Estimate on the Geordie Lake Palladium-Copper Property in
        Northern Ontario (February 2002)" for LEH Ventures Ltd, by Giroux
        Consultants Ltd, Suite 513-675 West Hastings Street, Vancouver, BC,
        V6B 1N2. Assumptions used are as follows: an exchange rate of
        CAD1.60=USD1.00, USD0.69/lb Cu, USD2.75/lb Ni,
        USD14.00/lb Co, USD477/oz Pt, USD410/oz Pd, USD280/oz Au and
        USD4.34/oz Ag. (Entire Geordie Lake resource estimate report is
        available at
        www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00005829
        and linking to the file dated 19-Apr-02.)

    (2) Mineral resources which are not mineral reserves do not have
        demonstrated economic viability. The estimate of mineral resources
        may be materially affected by environmental, permitting, legal,
        title, taxation, sociopolitical, marketing, or other relevant issues.

    (3) The quantity and grade of reported inferred resources in this
        estimation are conceptual in nature and there has been insufficient
        exploration to define these inferred resources as an indicated or
        measured mineral resource and it is uncertain if further exploration
        will result in upgrading them to an indicated or measured mineral
        resource category.
    

    David Good, VP of Exploration stated, "I am really excited about working
on the Geordie Lake deposit again. I have a good understanding of the deposit
from doing my PhD research work on it. What an opportunity to be able to come
back to it to explore and expand the resource."
    (To see a map of the Marathon Properties, go to
http://www.marathonpgm.com/newsmaps/2008-04.jpg)

    Offer Terms

    The Discovery board supports the transaction and have signed a lock-up
agreement on 36% of PTD's shares.
    Under the terms of the offer to acquire Discovery, each Discovery
shareholder will be entitled to receive 0.0794 of a Marathon share per
Discovery share (the "Offer"). The board of directors of Discovery has
approved the Offer and have agreed to support the transaction pursuant to a
support agreement executed with Marathon. Lock-up agreements have been
executed pursuant to which a number of existing shareholders have irrevocably
agreed to tender an aggregate of 10,058,522 of the outstanding Discovery
shares to the Offer, representing approximately 36% of all currently
outstanding Discovery shares. It is anticipated that such shareholders will
also acquire an aggregate of 1,820,000 additional Discovery shares pursuant to
the exercise of existing options and warrants which shares would also be
tendered to the Offer.
    Discovery has 27,847,368 shares outstanding and 970,000 stock options at
an average exercise price of $0.13 per share and 1,650,000 warrants
outstanding at an average exercise price of $0.22. Based on the $4.87 closing
price of Marathon's common shares, on February 15, 2008 the Offer represents a
per share price of $0.39 for each Discovery's common shares. This values
Discovery, less the cash from the stock options and warrants, at approximately
$11 million on a fully diluted basis. If one applies 50% of the acquisition
price to the contained ounces of PGM + Au and 50% to the copper pounds,
Marathon is paying approximately $9.40/Oz of PGM + Au and $0.03/lb of Cu.
    The Offer will be subject to a number of conditions, including absence of
adverse material changes, and receipt of all necessary regulatory approvals.
As well, the number of Discovery shares to be deposited under the Offer and
not withdrawn at the expiry of the Offer shall constitute not less than
66 2/3% of the outstanding Discovery shares on a fully-diluted basis. The
support agreement provides for the payment by Discovery of a break fee and an
expense reimbursement fee payable by Marathon under certain circumstances. The
break fee will be equal to 4% of the value of the Offer to be determined on
the basis of the average of the closing prices of the Discovery Shares on the
TSX Venture Exchange for the twenty (20) days ending on the date of the Offer
(the "Average Price"). The break fee may be satisfied, in whole or in part, at
the option of Discovery, through the issuance of Discovery shares, based on
the Average Price. Full details regarding the Offer will be included in a
formal take-over bid circular to be circulated to the shareholders of
Discovery in accordance with applicable securities laws.
    Any Discovery shareholder that is (i) a U.S. Person (as such term is
defined in Regulation S under the United States Securities Act of 1933, as
amended) or (ii) holds Discovery shares on behalf of a U.S. Person (each of
(i) and (ii) a "U.S. Shareholder" and collectively the "U.S. Shareholders")
shall not be entitled to receive any Marathon shares in connection with the
Offer. Instead, Marathon shares that would have otherwise been distributed to
U.S. Shareholders will be deposited with the depositary and sold in the market
through an orderly sale with the net cash proceeds being remitted to U.S.
Shareholders.
    All exploration work is being performed under the guidance and
supervision of David Good, VP of Exploration of Marathon. Mr. Walford has
approved the contents of this press release.

    About Marathon PGM Corporation

    Marathon is in the process of completing a definitive feasibility study
on the Marathon PGM-Cu deposit. Marathon also has development and exploration
stage properties in southeastern Manitoba and western Newfoundland and
Labrador. Marathon's management plans to build on this focus through the
advancement of its properties, focusing on resource development and by
examining other strategic PGM and base metal opportunities within Canada.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION Except for
statements of historical fact relating to the Company, certain information
contained herein constitutes "forward-looking statements". Forward-looking
statements are frequently characterized by words such as "plan," "expect,"
"project," "intend," "believe," "anticipate" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made and are subject to a variety of
risks and uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking
statements. These risks and uncertainties include but are not limited to those
identified and reported in Management's Discussion and Analysis for the year
ended December 31, 2006. Circumstances or management's estimates or opinions
could change, and management disclaims any obligation to revise or update
forward-looking statements, whether for new information, future events or
otherwise. The reader is cautioned not to place undue reliance on
forward-looking statements.

    On Behalf of Marathon PGM:
    "Phillip C. Walford"





For further information:

For further information: Phillip C. Walford, P.Geo., President, Chief
Executive Officer, gen@marathonpgm.com, Tel: (416) 987-0711; For more
information, please contact: David Leng, P.Geo: dleng@marathonpgm.com,  Tel:
(905) 537-5377; Fax: (416) 861-1925

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MARATHON PGM CORPORATION

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