Leviathan Gold Announces Amalgamation Agreement to Acquire Cura Botswana Corp. and its 100% Interest in Kalahari Copper, and Uranium Exploration Portfolios, Botswana

Executive Summary

• Leviathan Gold Ltd. entered into an Amalgamation Agreement to acquire 100 % of Cura Exploration Botswana Corp., bringing the Central copper project and Serule uranium project in Botswana under Leviathan’s control.
• The transaction will issue 37,000,000 Leviathan common shares and 5,500,000 Leviathan share‑purchase warrants to Cura shareholders; former Cura owners are expected to hold ~42.9 % of Leviathan post‑closing (≈41.5 % fully diluted).
• Milestone‑based earn‑out provisions may result in issuance of up to an additional 16,500,000 Leviathan shares upon achievement of specified copper and uranium resource thresholds.

Key Details

• Amalgamation Structure: Subco (Leviathan subsidiary) will merge with Cura; all Cura securities exchanged on a one‑to‑one basis for Leviathan shares.
• Consideration to Sellers: Cura paid US $1,688,863 cash to the AfriMetals sellers; Cura holds ~US $0.765 M cash and incurred C$93,000 in technical report expenses.
• Asset Package Acquired:
• Central Copper Project – ~25 km of D’Kar/Ngwako Pan contact dome, adjacent to MMG’s Khoemacau deposit; prospective for Tier‑1 copper discovery.
• Serule Uranium Project – Adjacent to Lotus Resources’ Letlhakane uranium project; recent drill hole returned 10 m @ 415 ppm U₃O₈.
• Total tenure: >12,000 km² covering 3 copper licences (Innovation Surveyors), 5 copper licences (GCM Resources) and 14 uranium licences (Afri‑Uranium).
• Share Exchange: 37,000,000 Leviathan common shares issued to Cura shareholders; 5,500,000 Leviathan warrants (2‑year term, C$0.15 exercise price) mirroring Cura’s existing warrants.
• Milestone Payments (Earn‑out): Up to 16,500,000 additional Leviathan shares may be issued:
• 8,250,000 shares upon a uranium resource estimate of ≥40 Mlb U₃O₈ at ≥250 ppm.
• 8,250,000 shares upon a copper resource estimate of ≥15 Mt CuEq at ≥1.75 % Cu.
• Post‑Transaction Ownership: Cura’s former shareholders projected to own ~42.92 % of Leviathan (≈41.47 % on a fully diluted basis).
• Regulatory & Closing Conditions: Subject to shareholder approval (Cura), TSXV and other regulatory approvals; trading halted pending TSXV review under Policy 5.3 for Fundamental Acquisitions.
• No Change of Control/Management: Transaction treated as a “Fundamental Acquisition” but does not trigger change‑of‑control provisions or management changes.
• Qualified Person: Andrew Pedley, P.Eng., approved technical information for the Central and Serule projects; scientific data for adjacent properties (Khoemacau, Banana Zone, Letlhakane) not verified by Leviathan.

Notable Quotes

• “The acquisition of Cura’s copper‑and‑uranium portfolio provides Leviathan with a world‑class land package that is strategically positioned alongside premier Kalahari Copper Belt discoveries,” – Luke Norman, CEO & Director, Leviathan Gold Ltd.