Leviathan Gold Finance Ltd. Closes Upsized Subscription Receipt Financing of $12,905,500

VANCOUVER, British Columbia, Dec. 09, 2020 (GLOBE NEWSWIRE) -- Fosterville South Exploration Ltd. (“FSX” or the “Company”) (TSXV: FSX) (OTC: FSXLF) (Germany: 4TU) and Leviathan Gold Ltd. (“Leviathan”) are pleased to announce that Leviathan Gold Finance (“Leviathan Finance”) has completed its best efforts private placement offering, and concurrent non-brokered offering, of subscription receipts (“Subscription Receipts”). The brokered offering led by Clarus Securities Inc. (“Clarus”) as lead agent, on behalf of a syndicate of agents including Eventus Capital Corp. and Canaccord Genuity Corp., together with the non-brokered offering, were completed at a price of $0.50 per subscription receipt for aggregate gross proceeds from the offerings of approximately $12,905,500 (the “Offerings”) The Offerings were completed in a connection with the spinout by FSX of Leviathan in order for Leviathan to meet the listing requirements of the TSX Venture Exchange (“TSXV”).

The gross proceeds of the Offerings (less (a) 3% of the gross proceeds of the Offerings, (b) 50% of the agents’ commission and (c) the expenses of the agents) will be held in escrow and will be released to Leviathan (minus the balance of the agents’ commission and fees) upon the satisfaction of the following conditions:

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 Shares”) 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 Resulting Issuer Share for each Subscription Receipt held.

If: (i) the Escrow Release Conditions are not satisfied on or before the date that is 3 months from the closing date of the Offering (the “Escrow Release Deadline”); or (ii) prior to the Escrow Release Deadline, Leviathan Finance advises Clarus or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Escrowed Funds (plus accrued interest earned thereon) shall be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds (plus accrued interest) are not sufficient to refund the aggregate subscription price paid by the holders of the Subscription Receipts, Leviathan Finance shall be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.