• Leviathan Gold will acquire Cura Botswana, issuing 37M shares and 5.5M warrants, with Cura holders owning 42.9%.
• The deal includes 16.5M contingent shares tied to defined uranium and copper resource milestones in Botswana projects.
• Cura brings 12,000 km² of copper and uranium assets in Botswana, diversifying Leviathan beyond gold into energy transition metals.

Leviathan Gold Ltd. has announced a definitive amalgamation agreement to acquire Cura Exploration Botswana Corp. (“Cura”), in a transaction that reshapes its asset base from gold exploration toward energy transition metals. The deal, disclosed on September 11, 2025, marks Leviathan’s entry into Botswana, one of Africa’s most stable and mining-friendly jurisdictions, with a portfolio spanning copper and uranium projects in the Kalahari.

The transaction will be executed through a merger of Cura with 1555801 B.C. Ltd., a wholly owned Leviathan subsidiary. Under the agreement, all issued and outstanding Cura shares will be exchanged one-for-one with Leviathan shares. The transaction qualifies as a “Fundamental Acquisition” under TSX Venture Exchange (TSXV) Policy 5.3 but will not trigger a change of control at Leviathan.

As consideration, Leviathan will issue 37 million common shares to Cura shareholders and 5.5 million replacement warrants exercisable over two years at C$0.15. Following completion, Cura shareholders will own 42.92% of Leviathan (41.47% fully diluted), giving them a substantial stake in the company’s future.

The agreement also provides for up to 16.5 million contingent shares tied to exploration milestones. These include 8.25 million shares if a resource of at least 40 million pounds of uranium oxide (U₃O₈) at minimum 250 ppm is defined, and another 8.25 million shares if a copper resource of at least 15 million tonnes grading 1.75% copper equivalent is established. This structure ensures that additional equity is only issued if geological potential is confirmed, aligning seller rewards with exploration success.

Cura controls over 12,000 km² of exploration ground in Botswana, rated the number one mining jurisdiction in Africa by the Fraser Institute. The portfolio includes advanced copper and uranium projects with strategic positioning relative to proven deposits. The Central Copper Project, located in the Kalahari Copper Belt, lies adjacent to Khoemacau, which was acquired by MMG Ltd. in 2023 for US$1.9 billion.

The project covers about 25 km of the key D’Kar–Ngwako Pan contact, the same horizon that hosts all known KCB copper deposits. Structural domes on site are considered prime traps for mineralizing fluids, and the U.S. Geological Survey has identified the belt as one of the world’s most promising sediment-hosted copper provinces. The Serule Uranium Project, situated near Lotus Resources’ Letlhakane project, hosts a mineralized zone more than 4 km wide. Drilling highlights include 10 meters grading 415 ppm U₃O₈, underscoring significant uranium potential.

Leviathan Gold has historically focused on gold exploration in Australia, notably at Avoca and Queen’s Birthday, where the historic “Welcome Stranger” nugget was discovered, and on base metals in Bosnia-Herzegovina through its Foča project. The acquisition of Cura expands its footprint into transition metals critical for electrification and decarbonization. Copper underpins power grids and EV infrastructure, while uranium is regaining strategic importance as a zero-carbon baseload energy source. The diversification reduces Leviathan’s reliance on precious metals and positions it to benefit from the structural demand growth in energy transition commodities.

The deal is subject to Cura shareholder approval, TSXV regulatory clearance, and related filings. Trading of Leviathan’s shares on the TSXV remains suspended pending review of documentation. Cura had already raised C$3.5 million in August 2025 via a private placement, a prerequisite for the definitive agreement. This financing provides working capital to advance the Botswana portfolio as the amalgamation proceeds.

Leviathan Gold’s planned acquisition of Cura Botswana is more than a corporate combination; it is a pivot into copper and uranium exploration in one of Africa’s most prospective regions. With performance-linked equity incentives, the transaction balances risk and reward across stakeholders. If exploration targets are met, Leviathan could evolve from a gold-focused junior into a diversified explorer aligned with global energy transition needs.

Idriss Linge