Original News Release
Leviathan receives cond. TSX-V approval to acquire Cura
Mr. Luke Norman reports
LEVIATHAN GOLD ANNOUNCES RECEIPT OF CONDITIONAL APPROVAL OF THE TSX-V TO ACQUIRE CURA EXPLORATION BOTSWANA CORP. AND ITS 100% INTEREST IN KALAHARI COPPER AND URANIUM EXPLORATION PORTFOLIOS, BOTSWANA
Leviathan Gold Ltd. has received conditional approval of the TSX Venture Exchange with respect to the previously announced proposed acquisition of all of the issued and outstanding securities of Cura Exploration Botswana Corp., further to its previous announcements on June 19, 2025, July 16, 2025, Aug. 18, 2025, Sept. 11, 2025, and Oct. 20, 2025.
Additionally, the company announces that it has entered into an amending agreement dated Oct. 31, 2025, to amend the terms of the amalgamation agreement dated Sept. 11, 2025, between the company, Cura and 1555801 B.C. Ltd. Pursuant to the amending agreement, the outside date for the transaction has been extended to Dec. 30, 2025. All other material terms of the amalgamation agreement remain unchanged.
The transaction is scheduled to close on or about Nov. 18, 2025. Completion of the transaction is subject to the satisfaction of various conditions standard for a transaction of this nature and the satisfaction of certain closing conditions as set out in the conditional approval letter provided by the TSX-V.
Upon closing of the transaction, shareholders of Cura, other than those holders of common shares of Cura that participated in the private placement financing completed in August, 2025, will be subject to escrow in accordance with Policy 5.4 -- Capital Structure, Escrow and Resale Restrictions of the TSX-V and pursuant to an escrow agreement to be entered into between the company, an escrow agent and such shareholders.
There will be no change of control nor change of management. The transaction will be treated as a fundamental acquisition pursuant to TSX-V Policy 5.3.
To the best of the knowledge of Leviathan, the transaction is an arm's-length transaction and is not expected to result in the creation of a new control person of the company pursuant to the policies of the TSX-V.
No finders' fees will be paid by Leviathan.
About Leviathan Gold Ltd.
Leviathan Gold is a Canadian-based mineral exploration company listed on the TSX Venture Exchange (LVX) and Germany (0GP).
We seek Safe Harbor.
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