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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.
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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.
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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.
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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.
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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.
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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.
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No Finder’s Fees will be paid by Leviathan.
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About
Leviathan
Gold
Ltd.
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Leviathan Gold Ltd. is a Canadian-based mineral exploration company listed on the TSXV (LVX) and Germany (0GP).
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On behalf of the Company
Luke Norman, Chief Executive Officer and Director
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For further information, please visit the Company website www.leviathangold.com, the Company’s profile on SEDAR+ at www.sedarplus.com, or contact:
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Luke Norman,
Direct: (778) 238-2333
Toll Free: 1(833) 923-3334
Email: [email protected]
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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.
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