Leviathan Gold Announces Receipt of Conditional Approval of the TSXV to Acquire Cura Exploration Botswana Corp. and its 100% Interest in Kalahari Copper and Uranium Exploration Portfolios, Botswana

Executive Summary

• Leviathan Gold Ltd. received conditional approval from the TSX Venture Exchange for its proposed acquisition of Cura Exploration Botswana Corp.
• The parties executed an Amending Agreement extending the transaction’s outside date to December 30, 2025; closing is expected around November 18, 2025.
• Upon closing, non‑participating Cura shareholders will be placed in escrow; the deal is treated as a Fundamental Acquisition with no change of control or management.

Key Details

• Conditional TSX Venture Exchange approval received for the acquisition of all issued and outstanding securities of Cura Exploration Botswana Corp. (the “Transaction”).
• Amending Agreement dated October 31, 2025 modifies the September 11, 2025 Amalgamation Agreement, extending the outside date to December 30, 2025; all other material terms unchanged.
• Transaction closing targeted for on or about November 18, 2025, subject to standard and TSX‑specified conditions.
• Post‑closing escrow required for Cura shareholders (excluding those who participated in the August 2025 private placement) per TSXV Policy 5.4; escrow agreement to be executed among Leviathan, an escrow agent, and affected shareholders.
• No change of control or management will occur; the acquisition is classified as a Fundamental Acquisition under TSXV policy 5.3.
• The deal is deemed arm’s‑length and not expected to create a new “Control Person” for Leviathan per TSX policies.
• No finder’s fees will be paid by Leviathan in connection with the Transaction.

Notable Quotes

(None provided in the release)