All matters voted on at Fosterville South Exploration Ltd.’s annual general and special meeting of shareholders, held on Nov. 13, 2020, were approved, including the special resolution with respect to an arrangement pursuant to which the company will spin out its Avoca and Timor properties to Leviathan Gold Ltd.

Subject to obtaining the final approval of the Court (“Final Court Approval”) following the Meeting and subject to the procedures of the TSX Venture Exchange (the “TSXV”), the Company expects the effective date of the Arrangement to occur on November 23, 2020. Following the date the Company obtains the Final Approval, the Company will, following confirmation of the TSXV, issue a press release advising Shareholders of the Effective Date.

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.

Investors who do not currently own common shares of Fosterville South but wish to be eligible to receive Leviathan Gold common shares under the spinout transaction, would need to purchase Fosterville South shares through the facilities of the TSXV prior to the close of trading on the TSXV on November 20, 2020 based on an effective date of November 23, 2020 for the spin out.

The common shares of Leviathan issued pursuant to the Arrangement will be subject to the following restrictions on resale: 25% will be restricted for four months, an additional 25% will be restricted for eight months, an additional 25% will be restricted for twelve months, and the final 25% will be restricted for sixteen months.

Leviathan has applied to list its common shares on the TSXV (the “Listing Application”) and has reserved the stock symbol “LVX” with the TSXV. The listing of the common shares of Leviathan is subject to the approval of the TSXV. In addition to the approval of the listing of the Leviathan common shares on the TSXV, the following transactions must be completed following the Effective Date of the Arrangement:

Completion of a financing by Leviathan Gold Finance Ltd. (“Finco”) in an amount of at least $5,000,000 (the “Financing”)

Completion of the amalgamation of Finco and Leviathan following completion of the Financing (the “Amalgamation”)

Completion of the purchase by an Australian subsidiary of Leviathan of the Avoca and Timor granted exploration licenses located in the state of Victoria from Currawong Resources Pty Ltd., a wholly owned subsidiary of the Company (the “Purchase”)

The Company will update shareholders and the market as to the Financing, Amalgamation and Purchase as circumstances warrant.

The Amalgamation, Purchase and Listing of the Leviathan common shares on the TSXV are subject to the approval of the TSXV.

Fosterville South Chief Executive Officer, Bryan Slusarchuk, states, “We thank Fosterville South shareholders for overwhelming support of this transaction. The spinout of the Avoca and Timor assets to Leviathan Gold is an example of Fosterville South flowing the advantages we have as a first mover in Victoria directly to our shareholders. Leviathan Gold has an impressive team of mining professionals, with a proven track record of wealth creation and excellent technical expertise. We look forward to supporting Leviathan Gold as they execute on the ground and unlock value for shareholders.”

Leviathan Gold Chief Executive Officer, Luke Norman, states, “Avoca and Timor are outstanding projects with a history of high-grade gold production, extremely compelling drill targets and a lack of modern exploration. Our technical team is excited to commence exploration and we will do so with the backing of a strong treasury and strong institutional investor support.”

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.

Fosterville South has approximately CAD $29 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.

We seek Safe Harbor.