FOSTERVILLE SOUTH EXPLORATION LTD. ("FSX") BULLETIN TYPE: Plan of Arrangement- BULLETIN DATE: November 19, 2020 TSX Venture Tier 2 Company
Pursuant to a special resolution passed by the shareholders of Fosterville South Exploration Ltd. (the "Company") on November 13, 2020, the Company will be arranged under Section 288 of the Business Corporations Act (B.C.) pursuant to the terms of an arrangement agreement dated October 1, 2020 among the Company, Leviathan Gold Ltd. ("Spinco"), a wholly-owned subsidiary of the Company, and Leviathan Gold Finance Ltd., and the plan of arrangement set out therein (the "Plan of Arrangement"). Court approval of the Plan of Arrangement was obtained on November 17, 2020. TSX Venture Exchange has been advised that all conditions precedent to completion of the Plan of Arrangement have been satisfied and that the Plan of Arrangement will be effected at 6:00 a.m. (Vancouver time) on Monday November 23, 2020 (the "Effective Date"). On the Effective Date, each existing common share of the Company will be exchanged for (i) one new common share of the Company (CUSIP Number below); and (ii) one common share of Spinco. Shareholders should refer to the Company's information circular dated October 9, 2020 for instructions on how to submit the letter of transmittal and any other required documents for the purpose of receiving the new common shares of the Company and the common shares of Spinco.
Post - Arrangement:
Capitalization: unlimited common shares with no par value, of which 67,566,061 common shares are issued and outstanding Escrow: 14,625,000 common shares are subject to a NP 46-201 escrow agreement
Transfer Agent: Computershare Investor Services Inc. Trading Symbol: FSX (no change) CUSIP Number: 350267605 (new)
For further information, refer to the Company's management information circular dated October 9, 2020 and news releases dated November 13, 2020, June 29, 2020 and June 23, 2020, which are available under the Company's SEDAR profile. ________________________________________
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