Vancouver, British Columbia--(Newsfile Corp. - May 5, 2026) - Leviathan Metals Corp. (TSXV: LVX) (OTCQB: LVXFF) (FSE: 0GP) ("Leviathan" or the "Company") is pleased to announce that it has entered into an agreement with Beacon Securities Limited ("Beacon") to act as sole agent in connection with a "best efforts" private placement of up to 15,625,000 common shares in the capital of the Company (each, a "Common Share") at a price of $0.64 per Common Share for aggregate gross proceeds to the Company of up to $10,000,000 (the "Offering"). The Common Shares will be issued pursuant to the Listed Issuer Financing Exemption (as defined below).
The Company intends to use the net proceeds from the Offering for for drilling and other exploration activities at its projects in Botswana, Bosnia and Herzegovina, and Australia, and for working capital and general corporate purposes, as described in the Offering Document (as defined below).
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106 - Prospectus Exemptions ("NI 45-106"), the Common Shares issuable under the Offering will be offered for sale to purchasers resident in each of the provinces and territories of Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). The Common Shares may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
There is an offering document dated May 5, 2026 related to the Offering that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.leviathanmetals.com (the "Offering Document"). Prospective investors should read the Offering Document before making an investment decision.
The Company has agreed to pay to Beacon a cash fee of 6.0% (reduced to 3.0% and 0.0% on certain orders) of the gross proceeds of the Offering, and to issue to Beacon compensation options entitling Beacon to purchase a number of Common Shares equal to 6.0% (reduced to 3.0% and 0.0% on certain orders) of the Common Shares issued in connection with the Offering, at the Issue Price, for a term of 24 months from the closing of the Offering.
The Offering is expected to close on or about May 20, 2026 or such other date as the Company and Beacon may agree, and is subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange ("TSXV"). Notwithstanding the foregoing, the closing of any Common Shares issued pursuant to the Listed Issuer Financing Exemption must occur no later than the 45th day following the date of this news release. As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Common Shares issued pursuant to the Offering will not be subject to a hold period in Canada pursuant to applicable Canadian securities laws.
The securities have not been and will not be registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Leviathan Metals Corp.
Leviathan Metals Corp., previously known as Leviathan Gold Ltd., is a Canadian-based mineral exploration company listed on the TSXV (LVX) and Germany (0GP) and the Common Shares are also quoted for trading on the OTCQB in the United States under the symbol "LVXFF".
On behalf of the CompanyLuke Norman, Chief Executive Officer and Director
For further information, please visit the Company website www.leviathanmetals.com, the Company's profile on SEDAR+ at www.sedarplus.ca, or contact:
Luke Norman,Direct: (778) 238-2333Tol Free: 1(833) 923-3334Email: info@leviathanmetals.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 approved or disapproved of the contents of this press release.
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management`s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Leviathan cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond Leviathan's control. Such factors include, among other things: the receipt of all required conditions and approvals to complete the Offering. Although Leviathan has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Consequently, undue reliance should not be placed on such forward-looking statements. Forward-looking statements in this news release include, but are not limited to: the completion of the Offering, the issuance of the Common Shares, the intended use of the net proceeds from the Offering and the expected closing date of the Offering. All forward-looking statements in this press release are given as of the date hereof. Leviathan disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws. The forward-looking statements contained herein are expressly qualified by this disclaimer.
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