and development in Newfoundland, Canada Special Meeting June 29, - - PowerPoint PPT Presentation

A growth oriented company focused on gold exploration and development in Newfoundland, Canada

Published June 7, 2012 TSX-V: MOA

Special Meeting June 29, 2012

The Halifax Club, 1682 Hollis Street, Halifax, Nova Scotia at 10:00 am (local time)

Mountain Lake Resources Inc.

Cautionary Statement

This presentation contains certain forward-looking statements that involve known and unknown risks and uncertainties. Consequently, actual results, performance, and/or achievements could differ materially from the expectations expressed in these forward-looking

• statements. There can be no assurance that future developments

affecting the parties herein will be those anticipated by management. While we may elect to update these estimates at any time, we do not undertake to update any estimate at any particular time or in response to any particular event. Experienced management, good capital structure and no debt

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Consolidates the 100% ownership of the Valentine Lake Au Project

Upon the successful completion of the Transaction:

• Marathon Gold (MOZ) will acquire the 50% interest in the Valentine

Lake gold project owned by Mountain Lake Resources (MOA)

• All other properties owned by MOA will be transferred to a newly

formed exploration company called Mountain Lake Minerals (Spinco)

• MOA shareholders will receive 0.40 share of MOZ and 0.40 share of

Spinco in return for each share of MOA

• MOA shareholders will own 40.3% of MOZ and 86.15% of Spinco
• Seek to obtain listing of Spinco’s common shares on the TSX

Venture Exchange, subject to fulfillment of listing requirements

Plan of Arrangement Summary

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Valentine Lake - Property & Geology

May 2012

Leprechaun Gold Deposit

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*NI 43-101 Mineral Resource for Leprechaun Deposit only

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Leprechaun Deposit Global Resource Estimate*

Classification Tonnes Grade (g/t) Contained Au Ozs Measured Indicated 1,378,000 5,068,000 1.90 2.09 84,000 340,000 Measured & Indicated 6,446,000 2.05 424,000 Inferred 5,742,000 1.65 305,000

Valentine Lake – Gold Resource

* 0.5 g/t Au Cut-Off – see news release of March 29, 2012 for full details

The Leprechaun Deposit is the first resource delineated along the Property's ~23 kilometre long gold-bearing corridor

Market Reaction to Transaction

MOA 10-day VWAP before May 24: $0.26 MOA 10-day VWAP after May 24*: $0.34 MOA 52-week hi/lo: $0.82 / $0.24 MOZ 10-day VWAP before May 24: $0.79 MOZ 10-day VWAP after May 24*: $0.89 MOZ 52-week hi/lo: $1.70 / $0.68

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Share prices of both companies have responded favourably

*As of June 7, 2012 closing prices of MOA and MOZ

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Total book value of exploration assets as of Feb 29, 2012

Book Value Breakdown - Current Assets*

64% 24% 6% 6%

Mountain Lake's Newfoundland Projects

Valentine Lake Glover Island Bobby's Pond Little River

*Includes assets over $100k

VL GI BP LR

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Sum of Mountain Lake’s parts worth more than the whole

MOZ Transaction $ Value Comparison

*As of May 23, 2012 closing prices of MOA and MOZ

2000000 4000000 6000000 8000000 10000000 12000000 14000000 16000000

MOA All Projects Book Value MOA Market Cap Value* Marathon Share Offer Value* Valentine Lake Book Value Spinco Projects Book Value

$11.8M $12.6M $15.1M $7.6M $4.3M

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Sum of Mountain Lake’s parts worth more than the whole

Shareholder Ownership of Companies*

40.3% 59.7%

Marathon Gold Ownership

MOA Shareholders MOZ Shareholders (existing) 86.1% 6.3% 7.6%

Spinco Ownership

MOA Shareholders MOZ Shareholders MOA Management *Upon completion of transaction

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Financing would result in a ~40% increase in MOA shares issued

Financing as Alternative to Transaction

*Assumes $ 5,000,000 financing (20mm new MOA shares @ $0.25 per share)

70,480,000 50,480,000 20,000,000

• 20,000,000

40,000,000 60,000,000 80,000,000

~$ 4 million required to maintain 50% ownership in Valentine Lake through Dec 2012

Post financing shares issued Current shares issued Financing shares issued*

Shares Financing shares issued* Current shares issued Post financing shares issued

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Comparison of retained ownership in Valentine Lake Project

Financing as Alternative to Transaction

40.3% 59.7% 0%

Post Marathon Transaction

MOA Shareholders (exisitng) MOZ Shareholders (existing)

14.2% 35.8% 50%

Post Potential Financing

New MOA investors* MOA Shareholders (existing) MOZ Shareholders (existing) *Assumes $ 5,000,000 financing (20mm new MOA shares @ $0.25 per share)

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Current MOA shareholders’ ownership of Projects

Project Ownership Before Transaction*

*Before completion of transaction

0% 20% 40% 60% 80% 100%

Valentine Lake Glover Island Little River Bobby's Pond

50% 100% 100% 100%

MOA Shareholder Ownership Percentage

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Best retention of current MOA projects with exposure to all MOZ projects

*After completion of transaction

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% Valentine Lake Golden Chest Glover Island Little River Bobby's Pond Bonanza Mine

40% 20% 86% 86% 86% 40%

MOA Shareholder Ownership Percentage

Project Ownership After Transaction*

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Spinco Proposed Seed Financing

MOA shareholders are welcome to participate in Spinco seed financing

Spinco will require additional financing:

• Marathon and Mountain Lake management are investing cash of

$300,000 and $200,000, respectively, in seed financing for Spinco

• The above seed financing was done at $0.20 per unit consisting of
• ne share and one-half share purchase warrant
• Some additional financing is required so Spinco will have sufficient

working capital to apply for listing on the TSX Venture Exchange

• It is proposed that up to an additional $1,500,000 in seed financing

be raised for Spinco - $300,000 at the same $0.20 per unit and $1,200,000 in flow through at $0.25 per FT unit

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Additional seed financing priced at same as MOZ and MOA mgt portion

Spinco Pro Forma Share Capitalization*

86.1% 6.3% 7.6%

Spinco Ownership After Transaction

MOA Shareholders MOZ Shareholders MOA Management 68% 5% 6% 21%

Spinco Ownership After Financing

MOA Shareholders MOZ Shareholders MOA Management Additional Financing *Assumes maximum raised of $1,500,000 as outlined on previous slide

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• Paul Smith - President & CEO; P.Geo 30 yrs
• Allen Sheito - Exec Chairman & Director; Geo. 40 yrs
• Bill Rogers - Director; Mine Eng./Operator 38 yrs
• Paul Bowes - Director; Securities Lawyer/Mining 27 yrs
• Frank Metcalf - Director; Corporate Lawyer 25 yrs
• Peter Woodward - Director ; Business owner 25 yrs
• Teri Anderson – CFO; CA, MBA 20 yrs

Spinco Management Team

Decades of combined mining industry and business experience

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Projects with large scale potential in mining friendly jurisdiction

Glo Glover er Island ( Island ( ) Valentine Lake ( ) Bobby’s Pond ( ) Little River (Sb-Au)

Newfoundland Property Locations

Spinco Newfoundland Projects

Glover Island Project

NI 43-101 Gold Resource – Most prospective ground for gold exploration in Newfoundland outside of Valentine Lake

Little River Gold-Antimony Project

A discovery stage exploration property 80 km southwest of Beaver Brook mine, the only primary producing antimony mine in Canada or the United States

Bobby’s Pond VMS Deposit

NI 43-101 base metals (zinc-copper-lead) deposit located 45 km from Teck Cominco’s Duck Pond mine/mil complex

Create value through additional joint ventures or asset sale

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Spinco – Catalysts for Growth

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Progress is determined by good properties and smart planning

• Primarily focused on gold exploration
• All active projects currently located in mining-

friendly jurisdiction of Newfoundland

• Create value through joint ventures at Glover

Island, Little River and Bobby’s Pond to expedite exploration and development