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

Rhea-AI Summary

Leviathan Gold (OTC:LVXFF) announced it received conditional TSXV approval to acquire all issued and outstanding securities of Cura Exploration Botswana Corp., acquiring 100% of Cura’s Kalahari copper and uranium exploration portfolios.

The company entered an Amending Agreement dated Oct 31, 2025 that extends the outside date for the proposed closing to Dec 30, 2025, while the Transaction is scheduled to close on or about Nov 18, 2025. All other material terms of the Sept 11, 2025 Amalgamation Agreement remain unchanged.

Completion remains subject to standard closing conditions in the TSXV conditional approval letter; most Cura shareholders will be subject to escrow under TSXV Policy 5.4. There will be no change of control or change of management, the deal is treated as a Fundamental Acquisition under TSXV policy 5.3, and no finder’s fees will be paid.

Positive

• Received conditional TSXV approval for the acquisition
• Transaction scheduled to close on or about Nov 18, 2025
• Outside date extended to Dec 30, 2025 providing additional time

Negative

• Completion subject to unspecified TSXV closing conditions
• Most Cura shareholders to be placed in escrow per Policy 5.4 limiting immediate liquidity

VANCOUVER, British Columbia, Nov. 04, 2025 (GLOBE NEWSWIRE) -- Leviathan Gold Ltd. (“Leviathan” or the “Company”) (LVX – TSXV, LVXFF – OTC, 0GP – FSE) is pleased to announce that it has received conditional approval of the TSX Venture Exchange (the “TSXV”) with respect to the previously announced proposed acquisition (the “Transaction”) of all of the issued and outstanding securities of Cura Exploration Botswana Corp. (“Cura”), further to its previous announcements on June 19, 2025, July 16, 2025, August 18, 2025, September 11, 2025 and October 20, 2025.

Additionally, the Company announces that it has entered into an amending agreement dated October 31, 2025 (the “Amending Agreement”) to amend the terms of the amalgamation agreement dated September 11, 2025 (the “Amalgamation Agreement”) between the Company, Cura and 1555801 B.C. Ltd. Pursuant to the Amending Agreement, the outside date for the Transaction has been extended to December 30, 2025. All other material terms of the Amalgamation Agreement remain unchanged.

The Transaction is scheduled to close on or about November 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 TSXV.

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 TSXV 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 TSXV 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 TSXV.

No Finder’s Fees will be paid by Leviathan.

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 Transaction by the TSXV, the completion and timing of the Transaction, and certain parties entering into an escrow agreement. 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 did Leviathan Gold (LVXFF) announce on November 4, 2025 about Cura?

Leviathan announced it received conditional TSXV approval to acquire all issued and outstanding securities of Cura Exploration Botswana Corp.

When is the Leviathan-Cura transaction expected to close (LVXFF)?

The Transaction is scheduled to close on or about Nov 18, 2025, with an outside date of Dec 30, 2025.

What escrow or resale restrictions apply to Cura shareholders after closing for LVXFF?

Shareholders of Cura, except August 2025 private placement participants, will be subject to escrow under TSXV Policy 5.4 and an escrow agreement.

Will the Leviathan acquisition of Cura change company control or management (LVXFF)?

No. The company said there will be no change of control nor change of management as a result of the Transaction.

Is the Leviathan-Cura deal final or conditional (LVXFF)?

The deal has conditional TSXV approval and closing remains subject to satisfaction of standard TSXV closing conditions.