VANCOUVER, British Columbia, December 09, 2020 (GLOBE NEWSWIRE) – Fosterville South Exploration Ltd. (“FSX“or the”Society”) (TSXV: FSX) (OTC: FSXLF) (Germany: 4TU) and Leviathan Gold Ltd. (“Leviathan“) are pleased to announce that Leviathan Gold Finance (“Finance Leviathan“) has made its best efforts to offer private placement and concurrent offer without an intermediary of subscription receipts (“Subscription receipts“). The brokerage offering led by Clarus Securities Inc. (“Clarus“) as principal agent, on behalf of a syndicate of agents comprising Eventus Capital Corp. and Canaccord Genuity Corp., as well as the non-middleman placement, were made at a price of $ 0.50 per subscription receipt for the total gross investment proceeds of approximately $ 12,905,500 (the “Offers“) The offers were made in connection with FSX’s spin-off of Leviathan in order for Leviathan to meet the listing requirements of the TSX Venture Exchange (“TSXV“).
The gross proceeds of the Offers (less (a) 3% of the gross proceeds of the Offers, (b) 50% of the agents ‘commission and (c) the agents’ expenses) will be held in receivership and will be released at Leviathan (less the balance commission and agent fees) subject to the following conditions being met:
- 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 completion of the transaction (other than payment) or waived;
- Leviathan Finance advising Clarus that it is prepared to file articles of amalgamation in respect of the “three-corner” merger of Leviathan Finance with a wholly owned subsidiary of Leviathan, pursuant to which the shareholders of Leviathan Finance will receive common shares of Leviathan;
- the TSX Venture Exchange approving the listing of the common shares of Leviathan (the “Resulting emitter Actions“) on the TSXV ((i), (ii) and (iii) together, the”Escrow Release Conditions“).
Once the escrow release conditions are satisfied, holders of subscription receipts will receive one share of the resulting issuer for each subscription receipt held.
If: (i) the conditions for the release of the escrow are not met no later than the date falling 3 months from the closing date of the offer (the “Escrow Release Deadline“); or (ii) before the escrow release deadline, Leviathan Finance notifies Clarus or announces to the public that it does not intend to meet the escrow release conditions, the escrow funds (plus accrued interest thereon) will be returned to the escrow holders. The prorated Subscription Receipts and Subscription Receipts will be canceled without further action from the holders. To the extent that the escrow funds (plus accrued interest) is not sufficient to reimburse the aggregate subscription price paid by the holders of the subscription receipts, Leviathan Finance will be responsible and liable to contribute the amounts necessary to make up any shortfall.
The net proceeds of the offers will be used by Leviathan to finance the purchase price of the Avoca and Timor projects and for general working capital.
Fosterville South President and CEO Bryan Slusarchuk says: “This funding was expanded immediately after its launch due to strong institutional interest. We thank the Funding Investors and Agent Union for supporting this opportunity. Leviathan will become a public company with a very strong cash flow, excellent gold projects and a management team with a proven track record of creating shareholder value. We look forward to seeing the company execute on the ground, to the benefit of all stakeholders. ”
Leviathan CEO Luke Norman says: “The huge demand we have observed demonstrates the quality of Leviathan assets will hold. With institutional support and a balance sheet commensurate with our assets, we look forward to generating shareholder value. “
About Fosterville South Exploration Ltd.
Fosterville South has two large, high-grade, 100% horizon gold projects called the Lauriston and Golden Mountain projects, a large claim group called the Providence Project, and a large recently consolidated claim group called the Walhalla Belt Project, all of which are in the state of Victoria, Australia. The conditioned South Fosterville land, assembled over a period of several years, includes a property of 600 km² immediately to the south and in the same geological setting that houses the Fosterville claims of Kirkland Lake Gold. In addition, Fosterville South has gold projects called the Moormbool, Timor and Avoca projects, which are also located in the state of Victoria, Australia.
Six of the Fosterville South properties (Lauriston, Providence, Golden Mountain, Timor, Avoca and Walhalla Belt) have had historic gold production from hard rock sources despite limited modern exploration and drilling. The Timor and Avoca projects are part of the split transaction with Leviathan.
Fosterville Sud has around CAD $30 million dollars in cash, drills at Golden Mountain project where results to date have been excellent, prepares to drill at Lauriston and has 12 ongoing drilling permits covering 5 different projects.
On behalf of the company,
Bryan Slusarchuk, CEO and Director
For more information, please visit the company’s website www.fostervillesouth.com or contact:
Adam Ross, Investor Relations,
Direct: (604) 229-9445
Toll free: 1 (833) 923-3334
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No securities regulatory authority has approved or disapproved of the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities of United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“) or any securities law of a state and may not be offered or sold in United States unless it is registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
The information in this press release contains forward-looking statements based on assumptions as of the date of this press release, including with respect to the completion of the Arrangement and the Offer, the Merger, the purchase of the Properties Avoca and Timor and receipt of TSXV approval for the listing application. These statements reflect the current estimates, beliefs, intentions and expectations of management. They are not guarantees of future performance. FSX cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many important factors, many of which are beyond their respective control. These factors include, but are not limited to: risks and uncertainties associated with corporate transactions, the purchase of Avoca and Timor properties and the listing of a new vehicle on TSXV. Therefore, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Unless required by applicable securities legislation, FSX does not undertake to publicly update or revise forward-looking information.