Wedoany.com Report-Sept. 13, Leviathan Gold has announced an amalgamation agreement with Cura Botswana (Cura) and its subsidiary, 1555801 B.C. (Subco), to acquire a 100% interest in the Kalahari copper and uranium exploration portfolios in Botswana. The deal follows a previously issued letter of intent and will see Subco merge with Cura, with all Cura securities exchanged for Leviathan securities on a one-to-one basis.

The transaction will result in former Cura shareholders owning approximately 42.92% of Leviathan Gold.

Cura holds valuable prospecting licences in Botswana, having acquired all shares of Afri Energy, AfriMetals No. 1, and AfriMetals No. 2. Under the agreement, Leviathan will issue 37 million common shares and 5.5 million common share purchase warrants to Cura shareholders. These warrants will carry identical terms to existing Cura warrants, with a two-year term and an exercise price of C$0.15 ($0.10).

Additionally, Leviathan will assume obligations for milestone payments to sellers, potentially resulting in the future issuance of up to 16.5 million Leviathan shares, contingent on the achievement of specific resource estimates within the properties. Upon completion of the transaction, former Cura shareholders will own approximately 42.92% of Leviathan, or 41.47% on a fully diluted basis.

The transaction remains subject to conditions including approvals from Cura shareholders and regulatory bodies, notably the TSX Venture Exchange (TSXV). For the acquisition of the AfriMetals Entities, Cura has paid a cash consideration of $1.69 million (P22.5 million) to the sellers.

Importantly, the transaction will not result in any change in control or management within Leviathan. It is classified as a Fundamental Acquisition under TSXV policy 5.3.

This agreement strengthens Leviathan’s position in Botswana’s Kalahari region, adding significant copper and uranium exploration potential to its portfolio. The structured share issuance, warrants, and milestone-based payments provide flexibility for both parties while aligning long-term interests in resource development.

By integrating Cura’s licences and exploration rights, Leviathan aims to advance exploration and resource evaluation in a region known for its copper and uranium potential. The transaction underscores the company’s commitment to growth through strategic acquisitions and resource consolidation in high-potential areas.

Completion of the amalgamation will enable Leviathan to leverage Cura’s existing exploration data, licences, and regional expertise to accelerate project development while maintaining the company’s existing management and operational structure.

With regulatory approvals and shareholder consent, the amalgamation is positioned to enhance Leviathan’s exploration capabilities in Botswana, increase shareholder value, and strengthen its presence in a strategically important mining region.