The information contained below is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information which will be contained in a management information circular (the “Circular”), including the appendices hereto, and the form of proxy or voting instruction form and the Letter of Transmittal which will accompany the Circular, all of which are important and should be reviewed carefully once mailed by Fosterville South to its shareholders.
Q: What will Shareholders be asked to vote on?
A: Shareholders of Fosterville South Exploration Ltd. (“Fosterville South”) will be asked to vote on the Arrangement Resolution authorizing and approving pursuant to a Plan of Arrangement (the “Arrangement”) the distribution of the Leviathan Gold Ltd. (“Leviathan”) shares (the “Leviathan Shares”) to the shareholders of Fosterville South.
Q: How Many Leviathan Shares will I receive for each Fosterville South common share I hold?
A: Each Fosterville South shareholder will receive one share of Leviathan for every share held of Fosterville South as of Effective Date (defined below) of the Arrangement.
Q: What Assets will Leviathan hold after the Arrangement is effective?
A: Leviathan will acquire the Avoca and Timor exploration licenses located in the state of Victoria.
Q: What Assets will Fosterville South hold after the Arrangement is effective?
A: Fosterville South will retain all of its core gold focused properties: the Lauriston Gold Project, the Golden Mountain Project, the Providence Project and the Walhalla Belt Project.
Q: When and where is the Meeting being held?
A: The meeting to be held to approve the Arrangement (the “Meeting”) will be held at a date and place to be determined by Board of Directors of Fosterville South (the “Board”). Fosterville South will issue a press release announcing when and where the Meeting will be held.
Q: Who is entitled to vote at the Meeting?
A: The Board has not yet set a record date for the purposes of determining the shareholders eligible to vote at the meeting (the “Record Date”). The Record Date is set in order to determine which shareholders receive notice of and can vote at the Meeting, or any adjournment or postponement thereof.
Q: If I am not a Shareholder on the Record Date can I still receive the Leviathan Shares?
A: The Record Date is set in order to determine which shareholders receive notice of and can vote at the Meeting, or any adjournment or postponement thereof. The Record Date is not relevant in determining which Shareholders receive the Leviathan Shares.
In order to receive the Leviathan Shares you must be a shareholder on the date the Arrangement becomes effective (the “Effective Date”). The Effective Date will occur after the Record Date and after the date of the Meeting.
Q: When will the Effective Date for the Arrangement be Determined?
A: The Effective Date will only occur after the Meeting is held and the final approval of the Court is obtained for the Arrangement. Fosterville South will issue a press release announcing the Effective Date of the Arrangement at least two business days prior to the Effective Date.
Q: How will I know when the Effective Date occurs?
A: Fosterville South will issue a press release announcing the Effective Date of the Arrangement at least two business days prior to the Effective Date.
Q: I am a holder of Fosterville South Options and Warrants, how do I participate in the Arrangement and Receive the Leviathan Shares?
A: In order to receive the Leviathan Shares you must exercise your Options and Warrants prior to the Effective Date so that you are the holder of the underlying Fosterville South shares on the Effective Date. Holders of Fosterville South Options and Warrants are encouraged to carefully review the terms of these instruments to ascertain when and how they need to exercise these instruments in order to be eligible to receive the Leviathan Shares. Fosterville South will issue a press release announcing the Effective Date of the Arrangement at least two business days prior to the Effective Date.
Q: After the Effective Date when can I expect to receive the Leviathan Shares?
A: If you are a Registered Shareholder, you will receive the Leviathan Shares as soon as practicable after the Arrangement becomes effective, provided you have sent all of the necessary documentation to the depositary, including your properly completed Letter of Transmittal and certificate(s) representing your Fosterville South or DRS Advice(s).
Non-Registered Shareholders whose Fosterville Shares are registered in the name of a broker, dealer, bank, trust company or other intermediary must contact their intermediary to deposit their Leviathan Shares.
Further details will be outlined in the Circular to be mailed to shareholders of Fosterville South.
Q: Will the Leviathan Shares to be received by Fosterville South Shareholders pursuant to the Arrangement be subject to Restrictions on Trading?
A: The Leviathan Shares to be received by the Fosterville South Shareholders will be subject to the following restrictions on trading and resale: 25% will be restricted for four months following the Effective Date, an additional 25% will be restricted for eight months after the Effective Date, an additional 25% will be restricted for twelve months after the Effective Date, and the final 25% will be restricted for sixteen months after the Effective Date.
Q: Will Leviathan undertake a Financing in connection with the Arrangement?
A: Yes, Leviathan intends to undertake a financing of at least $5,000,000. The terms of the financing have not yet been determined. Fosterville South will issue a press release once the terms of the financing are determined.
Q: What are the Conditions to the completion of the Arrangement and the Financing?
A: The key conditions are Fosterville South shareholder approval, court approval, regulatory approvals, completion of a financing by Leviathan in an amount of at least $5,000,000 and TSX Venture Exchange (the “Exchange“) approval, including Exchange approval of the listing of the common shares of Leviathan on the Exchange.
Q: Who will be the key officers and directors of Leviathan following the Effective Date?
A: Leviathan will be led by a highly experienced led by Luke Norman (CEO and Director) and Robert Schafer (Proposed Director). Additional officers and directors will be added in the near future.
Luke Norman is a seasoned growth executive with 20 years of experience in the venture capital markets. He has raised in excess of $300M for both public and private companies predominantly in the resource sector. In recent years, Mr. Norman has operated a consultancy company to the metals and mining industry. He also co-founded Gold Standard Ventures Corp., a TSX-V and NYSE Market listed gold exploration company and US Gold Corp., listed on the Nasdaq exchange. He is the Chairman of Silver One Resources, a silver pre-development and exploration company listed on the TSX-V. Mr. Norman brings expertise in mineral exploration, finance, corporate governance, M&A and corporate leadership to his role as President & CEO
Mr. Schafer has nearly 40 years of experience in the mineral industry, working in the international sector with both major and junior mining companies. He is founder and Managing Director of Eagle Mines Management, a globally active private natural resources corporation. He has held executive and senior management positions with Hunter Dickinson Inc., Kinross Gold Corp., and BHP Minerals over the past 20 years. Throughout his career, Bob has worked internationally, with notable experience in the far east of Russia, Southern Africa, South America and Australia.
Mr. Schafer’s work has included the structuring and implementation of successful exploration strategies, project reviews and valuations leading to acquisitions, and the management of local and expatriate exploration teams operating in a wide variety of geologic environments. In addition, Bob is the Past-President of the PDAC and Past-President of the Canadian Institute of Mining and Metallurgy (CIM) in Canada. In addition, he is the 2020-21 President of the Society for Mining, Metallurgy and Exploration (SME) and a Past President of the Mining and Metallurgical Society of America and the Geological Society of Nevada in the USA.