The board of directors (the 'Board' or the 'Directors') of LionGold Corp Ltd (the 'Company' and together with its subsidiaries, the 'Group') wishes to announce that a wholly-owned subsidiary of the Company, Castlemaine Goldfields Pty Ltd ('CGT') and Yaoo Investments Pty Ltd ('Yaoo Investments') had on 24 September 2020 incorporated a joint venture company, Moliagul Mining Pty Ltd ('MMPL') ('Incorporation of MMPL').

INFORMATION ON MMPL

MMPL will have a registered share capital of AUD10,000 comprising 10,000 shares. CGT and Yaoo Investments have agreed to contribute in the following proportions to MMPL: (a) CGT will subscribe for 85.1% of the equity interest in MMPL, comprising 8,510 ordinary shares, for a cash consideration of AUD8,510 ('Consideration') and (b) Yaoo Investments will subscribe for 14.9% of the equity interest in MMPL, comprising 1,490 ordinary shares, for a cash consideration of AUD1,490.

MMPL is incorporated for the purpose of investments and/or activities relating to the exploration or mining of molybdenum within the tenements owned by the Company located in Australia's premier Victoria gold belt.

INFORMATION RELATING TO YAOO INVESTMENTS

Yaoo Investments is a company incorporated in Australia on 7 September 2020. Its principal business activity is investment holding. Yaoo Investments is 95.1% owned by Mr Yao Liang and 4.9% owned by Mr Wang Yong. Both Mr Yao Liang and Mr Wang Yong are also directors of Yaoo Investments.

Mr Yao Liang is the Executive Chairman and CEO of the Company. As at the date of this announcement, Mr Yao Liang is deemed interested in an aggregate of 18,008,044,936 shares in the Company, held under Yaoo Capital Pte. Ltd., representing 55.91% of the issued share capital of the Company by virtue of his 51% interest in Yaoo Capital Pte. Ltd.

Mr Wang Yong is an executive officer of the Company, holding the position of General Manager (Balmaine). As at the date of this announcement, Mr Wang Yong does not own any shares in the Company.

RATIONALE FOR ENTERING INTO A JOINT VENTURE WITH YAOO INVESTMENTS

If and when the Company commences exploration for molybdenum, it will have to commit a significant amount of financial resources and assemble a team of experienced and competent professionals and employees so as to increase the odds of making a commercially viable discovery.

Having a joint venture partner will allow the Group to share the risks and bear the costs that would otherwise have to be borne solely by the Company. In addition, where necessary, Mr Yao Liang intends to award the shares in MMPL held by Yaoo Investments to employees, key suppliers and professional services providers of MMPL to align their interests with that of the Group.

THE INCORPORATION OF MMPL AS AN INTERESTED PERSON TRANSACTION

Pursuant to Chapter 9 of the Listing Manual Section B: Rules of Catalist ('Catalist Rules') of the Singapore Exchange Securities Trading Limited ('SGX-ST'), MMPL is an 'entity at risk' and Yaoo Investments is an associate of Mr Yao Liang and therefore an 'interested person'. The Incorporation of MMPL is accordingly classified as an interested person transaction under the Catalist Rules. The Consideration of AUD8,510, represents approximately 0.6% of the Group's latest audited net tangible asset value of SGD1,347,000 as at the end of the financial year ended 31 March 2019.

Under Rule 916(2) of the Catalist Rules, approval of shareholders of the Company is not required for an investment in a joint venture with an interested person if: (a) the risks and rewards are in proportion to the equity of each joint venture partner; (b) the issuer confirms by an announcement that its audit committee is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders and the interested person does not have an existing equity interest in the joint venture prior to the participation of the entity at risk in the joint venture.

As set out in paragraph 2 of this announcement, the capital contribution from the Company and Yaoo Investments are in proportion to the equity of each joint venture partner. Further, Yaoo Investments does not have an existing equity interest in MMPL prior to the participation of the Company in the joint venture. The Audit Committee of the Company, having considered the terms of, and rationale for, the joint venture, is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the Company and its minority shareholders.

Contact:

Tel: +65 6690 6860

Fax: +65 6690 6844

Email: info@liongoldcorp.com

Web: www.liongoldcorp.com

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