Leviathan Gold Announces Completion by Cura Exploration Botswana Corp. of a $3,500,000 Private Placement, satisfying a condition precedent under the Proposed Transaction

Rhea-AI Summary

Leviathan Gold (TSXV:LVX, OTC:LVXFF) announced that Cura Exploration Botswana Corp. has successfully completed a $3.5 million private placement financing, fulfilling a key condition for their previously announced acquisition agreement.

The company has extended the deadline to September 30, 2025 for entering into a definitive agreement for the proposed acquisition of all Cura's securities. Trading of Leviathan's shares remains halted since June 16, 2025, as the transaction qualifies as a "Fundamental Acquisition" under TSXV Policy 5.3. Trading will resume once technical reports and financial statements meet TSXV requirements.

Positive

• None.

Negative

• Trading halt remains in effect pending TSXV review
• Extended timeline needed for definitive agreement completion

VANCOUVER, British Columbia, Aug. 18, 2025 (GLOBE NEWSWIRE) -- Leviathan Gold Ltd. (“Leviathan” or the “Company”) (LVX – TSXV, LVXFF – OTC, 0GP – FSE) is pleased to announce that Cura Exploration Botswana Corp. (“Cura”) has completed a private placement financing of its securities for gross proceeds of $3,500,000 (the “Cura Financing”). The completion by Cura of the Cura financing satisfies the financing condition precedent to the previously announced letter of intent dated June 13, 2025 (the “Letter of Intent”) for the proposed acquisition by Leviathan (the “Proposed Transaction”) of all of the issued and outstanding securities of Cura.

Leviathan also announces that it has entered into an extension agreement with Cura for the Proposed Transaction. The parties now have until September 30, 2025 to enter into a definitive agreement for the Proposed Transaction.

The Company also wishes to provide an update with respect to the Proposed Transaction. In accordance with TSX Venture Exchange (“TSXV”) Policy 5.3 – Acquisitions and Dispositions of Non- Cash Assets (“Policy 5.3”), the trading of the common shares of the Company on the TSXV was halted on June 16, 2025 pending TSXV review, as the Proposed Transaction is a “Fundamental Acquisition” for the Company, as defined in Policy 5.3. The trading halt will be lifted by the TSXV once certain conditions have been met under Section 5.6 of Policy 5.3, including the review by the TSXV of the technical report(s) prepared in compliance with National Instrument 43-101 – Standards of Mineral Disclosure with respect to the properties. The Company and Cura are in the process of preparing the documentation required by the TSXV, including the technical report(s) and required financial statements.

About Leviathan Gold Ltd.

Leviathan Gold Ltd. is a Canadian-based mineral exploration company listed on the TSXV (LVX) and Germany (0GP).

On behalf of the Company
Luke Norman, Chief Executive Officer and Director

For further information, please visit the Company website www.leviathangold.com, the Company’s profile on SEDAR+ at www.sedarplus.com, or contact:

Luke Norman,
Direct: (778) 238-2333
Toll Free: 1(833) 923-3334
Email: info@leviathangold.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No securities regulatory authority has either approval or disapproved of the contents of this press release.

Forward-Looking Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release, including but not limited to statements regarding the approval of the Proposed Transaction by the TSXV and the timing of the delivery of documents, including the technical reports on the properties, to the TSXV. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Leviathan cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond Leviathan’s control. Such factors include, among other things: risks and uncertainties relating to whether exploration activities of the Company’s properties will result in commercially viable quantities of mineralized materials; the possibility of changes to project parameters as plans continue to be refined; the ability to execute planned exploration and future drilling programs; the ability to obtain qualified workers, financing, permits, approvals, and equipment in a timely manner or at all and on reasonable terms; changes in the commodity and securities markets; non-performance by contractual counterparties; and general business and economic conditions, Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Although Leviathan has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Consequently, undue reliance should not be placed on such forward-looking statements. In addition, all forward- looking statements in this press release are given as of the date hereof. Leviathan disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws. The forward-looking statements contained herein are expressly qualified by this disclaimer.

FAQ

What is the value of Cura Exploration's private placement completed for Leviathan Gold (LVXFF)?

Cura Exploration completed a $3.5 million private placement financing, satisfying a key condition for the proposed acquisition by Leviathan Gold.

When will Leviathan Gold (LVXFF) shares resume trading on the TSXV?

Trading will resume once Leviathan meets TSXV Policy 5.3 requirements, including submission of technical reports and required financial statements.

What is the new deadline for Leviathan Gold's acquisition of Cura Exploration?

Leviathan Gold and Cura have extended the deadline to September 30, 2025 to enter into a definitive agreement for the proposed acquisition.

Why was Leviathan Gold (LVXFF) trading halted?

Trading was halted on June 16, 2025 because the Cura acquisition qualifies as a 'Fundamental Acquisition' under TSXV Policy 5.3, requiring TSXV review.

What conditions must Leviathan Gold meet to resume trading?

Leviathan must meet TSXV Policy 5.3 Section 5.6 requirements, including submission of technical reports compliant with National Instrument 43-101 and required financial statements.