Leviathan Gold Finance Ltd. Closes Upsized Subscription Receipt Financing of $12,905,500
VANCOUVER, Dec. 09, 2020 - 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:
- 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;
- 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;
- 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.
The net proceeds of the Offerings will be used by Leviathan to fund the purchase price for the Avoca and Timor projects and for general working capital.
Fosterville South Chief Executive Officer, Bryan Slusarchuk, states, “This financing was upsized immediately after launch due to strong institutional interest. We thank the investors in the financing and the syndicate of agents for supporting this opportunity. Leviathan will emerge as a public company with a very strong treasury, excellent gold projects and a management team with a track record of creating shareholder value. We look forward to seeing the company execute on the ground, for the benefit of all stakeholders.”
Leviathan Chief Executive Officer, Luke Norman, states, “The tremendous demand we have observed demonstrates the quality of the assets Leviathan will hold. With institutional support and a balance sheet to match our assets, we look forward to generating shareholder value.”
About Fosterville South Exploration Ltd.
Fosterville South has two large, 100% owned, high-grade epizonal gold projects called the Lauriston and Golden Mountain Projects, a large group of tenement applications called the Providence Project and a large group of recently consolidated tenement applications called the Walhalla Belt Project, all in the state of Victoria, Australia. The Fosterville South land packaged, assembled over a multi-year period, notably includes a 600 sq. km property immediately to the south of and within the same geological framework that hosts Kirkland Lake Gold's Fosterville tenements. Additionally, Fosterville South has gold-focused projects called the Moormbool, Timor and Avoca Projects, which are also located in the state of Victoria, Australia.
Six of Fosterville South's properties (Lauriston, Providence, Golden Mountain, Timor, Avoca and Walhalla Belt) have had historical gold production from hard rock sources despite limited modern exploration and drilling. The Timor and Avoca projects form part of the spinout transaction with Leviathan.
Fosterville South has approximately CAD $30 million in cash, is drilling at the Golden Mountain project where results to date have been excellent, is preparing to drill at Lauriston and has 12 drill permits in progress spanning 5 different projects.
On behalf of the Company,
Bryan Slusarchuk, Chief Executive Officer and Director
For further information please visit the Company website www.fostervillesouth.com or contact:
Adam Ross, Investor Relations,
Direct: (604) 229-9445
Toll Free: 1(833) 923-3334
Email: info@fostervillesouth.com
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 either approval or disapproved of the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the 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 Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release, including with respect to the completion of the Arrangement and the Offering, the amalgamation, the purchase of the Avoca and Timor properties and the receipt of the approval of the TSXV for the listing application. These statements reflect management's current estimates, beliefs, intentions and expectations. 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 material factors, many of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to corporate transactions, purchasing the Avoca and Timor properties and listing a new vehicle on the TSXV. Accordingly, 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. Except as required under applicable securities legislation, FSX does not undertake to publicly update or revise forward-looking information.