Leviathan Gold Ltd. (TSX-V: LVX) (Germany: 0GP) is pleased to announce that it has entered into a share exchange agreement dated November 22, 2024, with LS Lithium Corp. (to be renamed Foca Metals Corp.) (“FMC”) and the shareholders of FMC to acquire 100% of the issued and outstanding common shares of FMC in consideration for an aggregate of 9,000,000 common shares of the Company at a deemed price of $0.0525 per share, and thereby a 100% indirect interest in the Foča Project, a highly prospective land package in Republika Srpska, Bosnia and Herzegovina.

The Project covers 100.7 square kilometres across three exploration licenses, includes a series of silver and base metal targets tentatively considered to be of sedimentary exhalative or related origin, and lies approximately 100 kilometres south of the Vareš project of Adriatic Metals plc. Vareš hosts Indicated Mineral Resources of 18.3 Mt at 168 g/t Ag, 1.3 g/t Au, 4.6% Zn, 2.9% Pb, 0.4% Cu and 30% BaSO₄ and Inferred Mineral Resources of 2.8 Mt at 75 g/t Ag, 0.5 g/t Au, 2.4% Zn, 1.6% Pb, 0.2% Cu and 13% BaSO₄¹ in rocks of closely comparable age and host lithology to those at Foča – within the so-called Central Dinaride metallogenic zone of the Western Tethyan Belt.

Another prominent group of Central Dinaride polymetallic deposits is the Trepča Mines complex in Kosovo, which falls approximately 300 kilometers southeast of the Project at which historic production of 60.5 Mt at 8% Pb+Zn and more than 4,500 tons of Ag² is documented, and which in the 1980’s reportedly employed 20,000 people, supposedly accounting for 70% of all Yugoslavia’s mineral wealth³. A number of other polymetallic mineral occurrences including past and current producing mines fall in closer proximity to Foča (Figure 1), and provide a broader indication of the potential metal endowment of this highly under-explored mineral district, which is almost entirely untouched by modern, systematic exploration.

________________________
¹ Updated Mineral Resource estimate for the Rupice Deposit by AMC Consultants Pty Ltd., (Press Release, Adriatic Metals plc. July 27, 2023).
² Palinkas, S. S. (2013), Metallogenic Model of the Trepča Pb-Zn-Ag Skarn Deposit, Kosovo: Evidence from Fluid Inclusions, Rare Earth Elements, and Stable Isotope Data, in Economic Geology, v.108, pp. 135–162.
_{Evidence from Fluid Inclusions, Rare Earth Elements, and Stable Isotope Data}
³ Trepča Mines – Wikipedia, accessed on September 30, 2024.
⁴ Kulenović, E. and Ramović, E. (1976) Elaborat o geološkim istraživanjima korisnih mineralnih sirovina na području općine Foca u 1975 godini (Region: Trijas Drina-Lim). “Geoinzenjering” Institut za Geologiju-Ilidža, Sarajevo.

Key targets at Foča presently include:

• The Vrela Prospect: records of Yugoslav-era drilling completed in 1967 present an average mineralized thickness of 15 metres at a grade of 13.25% Pb+Zn over three diamond drill holes⁴ at Vrela, without any Ag or Cu assay records. While original copies of historic reports have been inspected by Leviathan, the constituent drill hole logs and assays are unavailable. Recent rock chip sampling by OC44 and FMC in the area of historic drilling returned grades of up to 347 g/t Ag, 10.1% Pb and 40% Zn from field exposures and mineralized float subsequently visited by Leviathan personnel (Figure 2). Soil sampling completed by FMC in the summer of 2024 at a spacing of approximately 200 metres by 100 metres defined a highly coherent Pb, Zn and Cu anomaly extending for over 2 kilometres to the northeast of the area of historic drilling, and high-grade rock chip samples at a width in the order of 500 metres, suggesting that the mineralization identified in exposure and in historic drilling has potential to manifest itself at a far greater scale. Limited follow up investigation within this area yielded rock chip results of up to 40 g/t Ag, 2.6% Pb and 11.2% Zn approximately 1.6 kilometers along trend from the area of historic drilling at the so-called “Marevo Ridge”.To the east and south of Vrela, occurrences of limonitic, sideritic and ankeritic limestones, containing variable components of galena, sphalerite and chalcopyrite are also recorded by Kulenović and Ramović including – amongst others – Kozja Luka, Putojevići, Selište and Lisičine, which provide further context to the potential extent of mineralization.

• The Barice Prospect: OC44 and FMC identified massive sulphide mineralization in mineralized float and outcrop, with rock chip assays returning grades of up to 4.48% Cu, 110 g/t Ag, 30.2% Pb and 6.45% Zn within a coherent, southeast trending Pb, Zn and Cu soil anomaly over a strike of approximately 500 metres and a width of up to 200 metres (Figure 3). Photographs of massive galena boulders discovered at Barice are shown in Figures 4 and 5.

Leviathan intends to deploy Induced Polarization geophysical surveys at both Vrela and Barice in the near term with the objective of defining high grade and bulk-tonnage silver and base metal drilling targets.

Changes to the Law on Geological Exploration in Republika Srpska, which came into force on July 24, 2024, are viewed by the Company as mining friendly, and consistent with the legal provisions of other leading international mining jurisdictions.

Figure 1: The Western Tethyan Belt and location of the Foča Project

Figure 2: Rock chip and soil sampling at Vrela

Figure 3: Rock chip and soil sampling at Barice

Figure 4: Massive galena mineralization in boulders at Barice

Figure 5: Massive galena mineralization in boulders at Barice

Leviathan Chief Executive Officer, Luke Norman, remarked: “We are very pleased indeed to have secured this rare and compelling silver and base metal exploration opportunity in southern Bosnia. Despite the success of Adriatic Metals at their Vareš project to our north – not to mention the vast historic Trepča complex in Kosovo to our south – the remainder of the so-called Central Dinaride Zone remains largely untouched by modern, systematic exploration, leaving it open for discovery. Recent legal changes in Republika Srpska not only improve land availability, but also add a unique first-mover advantage to this opportunity – in a safe, modern, developed, EU-membership candidate country.

This acquisition by Leviathan provides the Company with the opportunity to discover a silver and base metal deposit of significance within a growing land package. Leviathan’s team members have substantial experience of the Balkan operating environment and its mineral systems, specifically in Bosnia. We thank the people and government of Foča and Republika Srpska for their support in our achievement of this transaction, and we look forward continually building on this highly constructive relationship as the project advances.”

The Geology of the Foča District

The Foča district is located in the Durmitor Nappe, a thrusted, folded and faulted geological succession of Palaeozoic basement, with overlying Triassic and Jurassic-Cretaceous aged rocks consisting of carbonate, flysch volcanogenic-sedimentary formations deposited in response to rifting on the margin of Gondwana and the opening of the Neo-Tethys ocean, and subsequently deformed by the Late Palaeozoic age Alpine Orogeny.

By way of analogy, the Vareš district reportedly lies near the western closure of the Durmitor Nappe, the with geology of the area consisting of Lower Triassic, Middle Triassic and undifferentiated Jurassic-Cretaceous formations⁵. The polymetallic mineralization is predominately hosted in the matrix of a polymictic breccia of banded shale, siltstone or sandstone clasts, both overlain and underlain by a succession of sandstone, siltstone, shale or limestone. Mineralogy across the various mineral occurrences reportedly includes sphalerite, galena, chalcopyrite, barite, minor tetrahedrite, and pyrite, with associated silver and gold.

________________________
⁵ Independent Technical Assessment Report Adriatic Metals Limited Vares Project CSA Global Report Nº R104.2018, 9 February 2018.

About FMC and the Agreement

FMC is a privately held arm’s length party, incorporated in British Columbia. FMC is party to a share purchase option agreement dated May 30, 2024 with Društvo sa ograničenom odgovornošću “Outcrop 44” and the shareholders of OC44, pursuant to which FMC has been granted an option to acquire all the issued and outstanding shares of OC44, which holds mineral tenements located in the Republika Srpska, Bosnia and Herzegovina.

FMC shall be deemed to have exercised the Option upon payment by FMC to OC44 Shareholders of a cash payment in an amount equal to CAD 200,000 on or by the date that is seven (7) business days following the Acquisition closing date. In order for FMC to maintain ownership of the OC44 Shares acquired on the exercise of the Option, FMC must (i) make a cash payment in an amount equal to CAD 350,000 on or by the date that is 12 months following the Acquisition closing date and (ii) complete certain exploration expenditures on the OC44 Property as set forth in the Option Agreement on or before May 30, 2025. Notwithstanding the foregoing, if FMC completes all payments by May 30, 2025, FMC will not be required to incur the exploration expenditures referred to in (ii) above.

The proposed transaction remains subject to customary conditions of closing, including the Company completing due diligence to its satisfaction and the approval of the TSX Venture Exchange, and is expected to complete shortly. There are no guarantees that the Acquisition will be completed as contemplated or at all.

The Consideration Shares will be issued pursuant to an exemption from the prospectus requirements under applicable securities laws pursuant to Section 2.12 of National Instrument 45-106. The Consideration Shares are subject to a restriction of resale for a period of four months and one day from the closing date of the Acquisition.