Fosterville South Receives Final Approval of the Court for Spinout of Leviathan Gold Ltd. Shares to Fosterville South Shareholders

Leviathan Announces $7.5 Million Brokered Financing

VANCOUVER, British Columbia, Nov. 19, 2020 (GLOBE NEWSWIRE) -- Fosterville South Exploration Ltd. (“FSX” or the “Company”) (TSXV: FSX) (OTC: FSXLF) (Germany: 4TU) announces that it has received the final approval of the Court in respect of the plan of arrangement (the “Arrangement”) pursuant to which the Company will spinout its Avoca and Timor properties to Leviathan Gold Ltd. (“Leviathan”).

Subject to the procedures of the TSX Venture Exchange (the “TSXV”), the effective date of the Arrangement is scheduled to occur at 9:00 a.m. (Toronto time) on November 23, 2020. On the Effective Date of the Arrangement, each existing common share of the Company will be exchanged for (i) one new common share of the Company and (ii) one common share of Leviathan.

The Company is also pleased to announce that Leviathan Gold Finance Ltd. (“Leviathan Finance”) has engaged Clarus Securities Inc. (“Clarus”) as agent, on behalf of a syndicate of agents, to lead a best efforts private placement offering of subscription receipts (“Subscription Receipts”) at a price of $0.50 per subscription receipt for aggregate gross proceeds of up to $7.5 million (the “Offering”). The gross proceeds of the Offering (less (a) 3% of the gross proceeds of the Offering, (b) less 50% of the agents commission and (c) less the expenses of the agents) will be held in escrow and will be released to Leviathan Finance (minus the balance of the agents commission and fees) upon:

1. Leviathan Gold (Australia) Pty Ltd, a wholly-owned subsidiary of Leviathan, entering into an agreement to acquire the Avoca and Timor Projects from a wholly-owned subsidiary of FSX and all conditions precedent to the transaction (other than payment) being satisfied or waived;
   
   
2. Leviathan Finance advising Clarus that it is prepared to file articles of amalgamation in respect of the “three cornered” amalgamation of Leviathan Finance with a wholly-owned subsidiary of Leviathan, pursuant to which shareholders of Leviathan Finance will receive common shares of Leviathan;
   
   
3. the TSXV approving the listing of the common shares of Leviathan (the “Resulting Issuer”) on the TSXV ((i), (ii) and (iii) together, the “Escrow Release Conditions”). 

Upon satisfaction of the Escrow Release Conditions, the holders of Subscription Receipts will receive one common share of the Resulting Issuer for each Subscription Receipt held.