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.
Following a previously issued letter of intent, the amalgamation will result in Subco merging with Cura, with all of the latter’s securities being exchanged for Leviathan securities on a one-to-one basis.
Cura holds valuable prospecting licences in Botswana, having acquired all shares of Afri Energy, AfriMetals No. 1 and AfriMetals No.2.
The agreement stipulates that Leviathan will issue 37 million common shares and 5.5 million common share purchase warrants to Cura shareholders.
These warrants will have identical terms to the existing Cura Warrants, with a two-year term and an exercise price of C$0.15 ($0.10).
Additionally, Leviathan will assume the obligation to make milestone payments to the sellers, which could result in the future issuance of up to 16.5 million Leviathan shares, subject to the achievement of specified resource estimates within the properties.
The transaction will result in former Cura shareholders owning approximately 42.92% of Leviathan, or 41.47% on a fully diluted basis.
The completion of the transaction is contingent upon several conditions including approvals from Cura shareholders and regulatory bodies such as the TSX Venture Exchange (TSXV).
For the acquisition of the AfriMetals Entities, Cura has paid a cash consideration of $1.69m (P22.5m) to the sellers.
Notably, there will be no change in control or management within Leviathan from this transaction, which is classified as a Fundamental Acquisition under TSXV policy 5.3.
