Leviathan Metals closes acquisition of Cura Exploration

Executive Summary

• Leviathan Metals Corp. has closed its previously announced amalgamation with Cura Exploration Botswana Corp., acquiring 100% of Cura’s securities in exchange for common shares and warrants.
• The transaction grants Leviathan control over Cura’s 100% ownership of the Kalahari copper and uranium exploration portfolios in Botswana, including the Central copper project and the Serule uranium project.
• The Central project adjoins MMG’s Khoemacau deposits, while the Serule project is adjacent to Lotus Resources’ Letlhakane project, positioning Leviathan with significant Tier 1 exploration potential in a politically stable jurisdiction.

Key Details

• Transaction Structure: Amalgamation under British Columbia laws pursuant to an agreement dated Sept. 11, 2025 (amended Oct. 31, 2025).
• Consideration for Cura:
  • 37 million common shares of Leviathan issued to Cura shareholders.
  • 5.5 million common share purchase warrants issued to Cura shareholders (2-year term, $0.15 exercise price).
  • Total value of Leviathan shares issued: $8,947,500 (net of cash held by Cura at closing).
• Milestone Payments (Earn-outs): Leviathan assumed obligations to issue up to 16.5 million additional shares to AfriMetals sellers based on resource targets:
  • 8.25 million shares upon achieving a mineral resource estimate of at least 40 Mlb U3O8 at ≥250 ppm U3O8.
  • 8.25 million shares upon achieving a mineral resource estimate of at least 15 Mt copper at ≥1.75% CuEq.
• Assets Acquired:
  • Central Copper Project: Held by Innovation Surveyors Pty. Ltd. (1 active PL, 2 pending renewal). Adjoins MMG’s Khoemacau deposits (94 Mt @ 1.8% Cu, 22 g/t Ag measured/indicated; 188 Mt @ 1.6% Cu, 20 g/t Ag inferred). Features ~24 km of stratigraphic contact on the Hyena Hills dome.
  • Other Copper Licenses: Held by GCM Resources Pty. Ltd. (2 active PLs, 3 pending renewal).
  • Serule Uranium Project: Held by Afri-Uranium Pty. Ltd. (3 active PLs, others pending renewal). Adjacent to Lotus Resources’ Letlhakane project (71.6 Mt @ 360 ppm U3O8 indicated; 70.6 Mt @ 363 ppm U3O8 inferred). 2024 drilling showed a mineralized zone ~4 km wide; 2014 drilling hit 10 m at 415 ppm U3O8.
• Cash Consideration to AfriMetals Sellers: Cura paid $1,688,863 USD (approx. $2,268,630) to the sellers of the AfriMetals entities.
• Escrow and Restrictions:
  • 23 million common shares and 5.5 million warrants are subject to TSX-V Form 5D escrow.
  • Release schedule: 10% on Nov. 28, 2025; 15% every six months thereafter; final release Nov. 28, 2028.
  • Shares from the Aug. 2025 private placement are free trading.
• Royalties: 1% Net Smelter Return (NSR) royalty on copper licenses held by Innovation Surveyors and GCM Resources. Can be repurchased for a one-time payment of $2 million USD.
• Jurisdiction: Botswana (Fraser Institute Rank No. 2 in Africa). Properties cover ~9,600 sq km.
• Management: No change of control or change of management.

Notable Quotes

• None explicitly quoted in the text, though management commentary is embedded in the explanation of valuation differences.