VANCOUVER, British Columbia, Sept. 11, 2025 (GLOBE NEWSWIRE) -- Leviathan Gold Ltd. ("Leviathan" or the "Company") (LVX -- TSXV, LVXFF -- OTC, 0GP -- FSE) is pleased to announce that, further to the letter of intent entered into with Cura Exploration Botswana Corp. ("Cura") announced on June 19, 2025, July 16, 2025 and August 18, 2025, Leviathan has entered into an amalgamation agreement dated September 11, 2025 (the "Amalgamation Agreement") with Cura and 1555801 B.C. Ltd. ("Subco"), a recently incorporated wholly-owned subsidiary of Leviathan. Pursuant to the Amalgamation Agreement, following the effective date of the amalgamation, Subco will amalgamate with Cura Exploration Botswana Corp. ("Cura") and all of the issued and outstanding securities of Cura will be immediately exchanged for securities of Leviathan on a one-to-one basis (the "Transaction"). Cura is the 100% owner of the Kalahari Copper, and Uranium Exploration Portfolios in Botswana.

Cura has completed the acquisition of all of the shares of Afri Energy Pty Ltd., AfriMetals No. 1 Pty Ltd and AfrIMetals No.2 Pty Ltd., (the "AfriMetals Entities") which are the holders of certain copper and uranium prospecting licenses in Botswana (the "Properties") in accordance with the terms of the share purchase agreements (the "Share Purchase Agreements")(1) , with the AfriMetals Entities and the shareholders of the AfriMetals Entities (the "Sellers").

The key asset of the AfriMetals Entities is the land package commonly referred to as the Central Project ("Central"), which directly adjoins MMG's Khoemacau group of deposits ("Khoemacau"), (Measured and Indicated Mineral Resources of 94Mt @1.8% Cu and 22 g/t Ag and Inferred Mineral Resources of 209Mt @1.6% Cu and 20 g/t Ag(2) ) on the Kalahari Copper Belt (the "KCB") which, together with the nearby Banana Zone (Measured and Indicated Mineral Resources of 33Mt @1.4% Cu and 21 g/t Ag and Inferred Mineral Resources of 120Mt @0.8% Cu and 10 g/t Ag) were acquired by MMG Ltd in 2023 for US$1.9 billion.

Central displays similar large-scale geological characteristics to those observed at Khoemacau, making the property prospective for a Tier 1 copper discovery. Specifically, all known KCB copper deposits -- including those of Khoemacau -- occur at or close to a well-understood stratigraphic contact (namely the interface between the D'Kar and Ngwako Pan Formations) where these rocks have been folded into extensive structural "domes", into which fault structures then channeled and focused the flow of mineralizing fluids. Central boasts around 25 kilometers of this contact where it forms a prime domal structure, as supported by a recent high-resolution ground magnetic survey. This is the next structure south from those hosting Khoemacau; each other dome at Khoemacau hosts copper deposits or discoveries(3) .

In addition, the AfriMetals Entities also hold an extensive Botswanan portfolio of uranium prospecting licenses. Most prominently the Serule Uranium Project owned by the AfriMetals Entities adjoins, and is situated immediately adjacent and down-dip of the Letlhakane Uranium Project (Indicated Mineral Resources of 71.6Mt @ 360ppm U3O8 and Inferred Mineral Resources of 70.6Mt @ 363ppm U3O8 containing 56.8 and 56.9Mlbs U3O8 in these categories respectively(4) ) acquired via a AUD$64 million merger by Lotus Resources in 2023. Recent drilling at Serule suggests the presence of a mineralized zone in excess of 4 kilometers in width, where a prominent drillhole interval includes 10m @ 415ppm U(3) O(8) .

Readers are cautioned that information in respect of Khoemacau, Banana Zone and Letlhakane Uranium Project (collectively the "Adjacent Properties") is not indicative of the mineralization on the Properties and readers should not rely on such information with respect to the Adjacent Properties when assessing the Properties. There is no assurance that the Properties will yield scientific, technical or other information or results as that of the Adjacent Properties.

Botswana is a politically stable pro-mining investment jurisdiction -- ranked #1 in Africa by the Fraser Institute, enjoying investor-friendly legislation, a highly proficient and well-educated workforce, and first world infrastructure -- set up to support mining, which is a pivotal and widely-accepted national economic driver. The Kalahari Copper Belt is regarded by the USGS "as one of the world's most prospective areas for yet-to-be-discovered sediment-hosted copper deposits". The Properties cover over 12,000 square kilometers of prospective copper and uranium tenure(5) .

Highlights of the Acquisition

Pursuant to the terms of the Amalgamation Agreement, the Company will acquire 100% of the issued and outstanding (i) common shares of Cura (including, for certainty all subscription shares of Cura) in exchange for 37,000,000 common shares of the Company (the "Leviathan Shares") and (ii) common share purchase warrants of Cura (the "Cura Warrants") in exchange for 5,500,000 common share purchase warrants of the Company (a "Leviathan Warrant"), with each such Leviathan Warrant having terms and conditions identical to the Cura Warrants, being a term of two years and an exercise price of C$0.15.

Additionally, under the Transaction, Leviathan will assume the obligation under the Share Purchase Agreements to pay certain milestone payments (the "Milestone Payments") to the Sellers under the Share Purchase Agreements by way of a future issuance of up to 16,500,000 Leviathan Shares to such parties subject to certain targets being satisfied. The Milestone Payments consist of 8,250,000 Leviathan Shares issuable upon the preparation of a mineral resource estimate of measured resources, indicated resources, inferred resources or any combination thereof of at least 40 mlbs U308 at a grade of at least 250 ppm U3O8 (Resource Estimate) within certain of the Properties and 8,250,000 Leviathan Shares issuable upon the preparation of a mineral resource estimate of measured resources, indicated resources, inferred resources or any combination thereof at least 15 Mt of copper at a grade of at least 1.75% CuEq (Resource Estimate) within certain of the Properties.

Common shares of Leviathan issued in connection the Transaction may be subject to escrow or resale restrictions in accordance with the policies of the TSX Venture Exchange (the "TSXV").

Assuming completion of the Transaction, the former shareholders of Cura are expected to own approximately 42.92% of the Company (or 41.47% on a fully diluted basis).

The Transaction is subject to a number of conditions, including but not limited to receipt of all corporate approvals, including that of shareholders of Cura; and receipt of all necessary regulatory approvals, including that of the TSXV.

In consideration of the AfriMetals Entities, Cura paid a total of US $1,688,863 in cash consideration to the Sellers. In addition, Cura has cash on hand of approximately $765,000 and incurred expenses of C$93,000 in connection with preparation of the technical reports pursuant to National Instrument 43-101 -- Standards of Disclosure for Mineral Projects related to the Properties.

The Properties consist of the following:

   -- 3 copper prospecting licenses held by Innovation Surveyors (Pty) Ltd., a 
      wholly owned subsidiary of the AfriMetals No. 1 Pty Ltd, of which one is 
      active (the Central Project) and two are pending renewal; 
 
   -- 5 copper prospecting licenses held by GCM Resources (Pty) Ltd., a wholly 
      owned subsidiary of AfriMetals No. 2 Pty Ltd., of which two are active 
      and three are pending renewal; and 
 
   -- 14 uranium prospecting licenses held by Afri-Uranium (Pty) Ltd., a wholly 
      owned subsidiary of Afri Energy Pty Ltd., of which three are active 
      (including the Serule Uranium Project), and the remaining are pending 
      renewal. 

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, Cura and the AfriMetals Entities are arms' length parties. 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.

Trading will remain halted pending receipt and review of acceptable documentation pursuant to TSXV Policy 5.3 regarding Fundamental Acquisitions.

No Finder's Fees will be paid by Leviathan.

Qualified Person and Data Verification

Andrew Pedley (Pr. Sci. Nat.), a qualified person under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has approved the scientific and technical information contained in this news release relating to the Central Project and the Serule Uranium Project. Mr. Pedley is a consultant for Leviathan.

Neither the Qualified Person nor Leviathan has verified the scientific, technical or other information disclosed in respect of the Adjacent Properties.

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

(MORE TO FOLLOW) Dow Jones Newswires

September 11, 2025 18:10 ET (22:10 GMT)