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 Special Meeting June 29, 2012 The Halifax Club, 1682 Hollis Street, Halifax, Nova Scotia at 10:00 am (local time) Published June 7, 2012 TSX-V: MOA

2 2 Mountain Lake Resources Inc. Experienced management, good capital structure and no debt 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.

3 Plan of Arrangement Summary 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

4 4 Valentine Lake - Property & Geology Leprechaun Gold Deposit May 2012

5 5 Valentine Lake – Gold Resource *NI 43-101 Mineral Resource for Leprechaun Deposit only Leprechaun Deposit Global Resource Estimate* Classification Tonnes Grade (g/t) Contained Au Ozs Measured 1,378,000 1.90 84,000 Indicated 5,068,000 2.09 340,000 Measured & Indicated 6,446,000 2.05 424,000 Inferred 5,742,000 1.65 305,000 The Leprechaun Deposit is the first resource delineated along the Property's ~23 kilometre long gold-bearing corridor * 0.5 g/t Au Cut-Off – see news release of March 29, 2012 for full details

6 Market Reaction to Transaction Share prices of both companies have responded favourably 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 *As of June 7, 2012 closing prices of MOA and MOZ

7 Book Value Breakdown - Current Assets* Total book value of exploration assets as of Feb 29, 2012 Mountain Lake's Newfoundland Projects 6% 6% LR BP Valentine Lake Glover Island GI 24% Bobby's Pond VL Little River 64% *Includes assets over $100k

8 MOZ Transaction $ Value Comparison Sum of Mountain Lake’s parts worth more than the whole 16000000 14000000 12000000 10000000 8000000 6000000 $12.6M $15.1M $11.8M $7.6M $4.3M 4000000 2000000 0 MOA MOA Marathon Valentine Spinco All Projects Market Cap Share Offer Lake Book Projects Book Book Value Value* Value* Value Value *As of May 23, 2012 closing prices of MOA and MOZ

9 Shareholder Ownership of Companies* Sum of Mountain Lake’s parts worth more than the whole Marathon Gold Ownership MOA Shareholders Spinco Ownership MOZ Shareholders (existing) MOA Shareholders MOZ Shareholders MOA Management 7.6% 6.3% 40.3% 59.7% 86.1% *Upon completion of transaction

10 Financing as Alternative to Transaction Financing would result in a ~40% increase in MOA shares issued ~$ 4 million required to maintain 50% ownership in Valentine Lake through Dec 2012 Post financing 20,000,000 Financing shares issued shares issued* Current shares Current shares issued issued 50,480,000 Financing shares Post financing issued* shares issued 70,480,000 - 20,000,000 40,000,000 60,000,000 80,000,000 Shares *Assumes $ 5,000,000 financing (20mm new MOA shares @ $0.25 per share)

11 Financing as Alternative to Transaction Comparison of retained ownership in Valentine Lake Project Post Potential Financing Post Marathon Transaction New MOA investors* MOA Shareholders (exisitng) MOA Shareholders (existing) MOZ Shareholders (existing) MOZ Shareholders (existing) 0% 14.2% 40.3% 50% 59.7% 35.8% *Assumes $ 5,000,000 financing (20mm new MOA shares @ $0.25 per share)

12 Project Ownership Before Transaction* Current MOA shareholders’ ownership of Projects MOA Shareholder Ownership Percentage 100% 100% 100% 100% 80% 60% 50% 40% 20% 0% Valentine Lake Glover Island Little River Bobby's Pond *Before completion of transaction

13 Project Ownership After Transaction* Best retention of current MOA projects with exposure to all MOZ projects MOA Shareholder Ownership Percentage 90% 86% 86% 86% 80% 70% 60% 50% 40% 40% 40% 30% 20% 20% 10% 0% Valentine Golden Glover Little River Bobby's Bonanza Lake Chest Island Pond Mine *After completion of transaction

14 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 one 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

15 Spinco Pro Forma Share Capitalization* Additional seed financing priced at same as MOZ and MOA mgt portion Spinco Ownership Spinco Ownership After Transaction After Financing MOA Shareholders MOZ Shareholders MOA Shareholders MOZ Shareholders MOA Management MOA Management Additional Financing 7.6% 6.3% 21% 6% 5% 68% 86.1% *Assumes maximum raised of $1,500,000 as outlined on previous slide

16 Spinco Management Team Decades of combined mining industry and business experience • 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

17 Newfoundland Property Locations Projects with large scale potential in mining friendly jurisdiction Glo Glover er Island ( Island ( ) Bobby’s Pond ( ) Valentine Lake ( ) Little River (Sb-Au)

18 18 Spinco Newfoundland Projects Create value through additional joint ventures or asset sale 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

19 Spinco – Catalysts for Growth 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