Leviathan Metals Provides Clarifying News Release Regarding Promotional Activities

This is a regulatory clean-up, not a growth or value catalyst for investors.

What the company is saying

Leviathan Metals Corp. is positioning this announcement as a proactive response to regulatory scrutiny, aiming to reassure investors about its commitment to compliance and transparency. The company explicitly states that the British Columbia Securities Commission (BCSC) identified both unauthorized and authorized promotional activities, and that Leviathan was not involved in the unauthorized promotions. The language used is factual and procedural, emphasizing the company's cooperation with regulators, the removal of problematic promotional content, and the initiation of a review of all investor relations materials. The announcement highlights the recent $10 million LIFE Offering and notes that shares sold to insiders are subject to a hold period, but it does not elaborate on operational progress, exploration results, or business milestones. The company also details the termination of options granted to Mariusz Skonieczy of Investment Publishing LLC and the consulting arrangement with Carioca Holdings LLC, including the issuance and subsequent cancellation of certain equity incentives. Notably, the company buries the lack of any operational or financial performance data, omitting any discussion of project advancement, resource estimates, or near-term catalysts. The tone is neutral and measured, with no promotional flair or forward-looking hype, and the communication style is legalistic, likely shaped by regulatory counsel. Wesley De Souza is named as Marketing Officer via the consulting agreement with Carioca Holdings LLC, but there is no indication that his involvement signals institutional validation or strategic partnership. This narrative fits into a defensive investor relations strategy, focused on damage control and regulatory compliance rather than growth or opportunity. There is no evidence of a shift toward a more promotional or optimistic message compared to prior communications; if anything, the messaging is more constrained and risk-averse.

What the data suggests

The only concrete financial figure disclosed is the completion of a $10 million LIFE Offering, with no breakdown of use of proceeds, cash position, or historical financials. There are no operational metrics, revenue figures, expense disclosures, or balance sheet data provided, making it impossible to assess the company's financial trajectory or health. The announcement does not reference any prior targets, guidance, or milestones, so there is no way to determine if the company is meeting, exceeding, or missing its own benchmarks. The data provided is almost entirely procedural, focused on compliance steps, contract terminations, and the status of equity incentives. The quality of disclosure is poor from an investor's perspective: key metrics needed for financial analysis—such as burn rate, cash runway, or capital allocation—are absent. An independent analyst reviewing only these numbers would conclude that the company is in a capital-raising and compliance phase, with no evidence of operational progress or value creation. The gap between what is claimed (regulatory compliance and internal review) and what is evidenced (a single financing event and procedural updates) is wide; there is no substantiation of business momentum or project advancement. The lack of comparative or historical data further limits any assessment of trend or direction.

Analysis

The announcement is primarily a regulatory compliance update following a review by the British Columbia Securities Commission regarding promotional activities. The language is factual and restrained, focusing on the identification and removal of unauthorized and authorized promotional materials, contract terminations, and compliance steps. There are no exaggerated claims about operational progress, resource growth, or future performance. The only significant financial disclosure is the completion of a $10 million LIFE Offering, but there is no discussion of how these funds will be deployed or what benefits are expected. Most statements are realised facts or procedural updates, with only a small fraction being forward-looking and those are limited to compliance intentions or hold periods. There is no evidence of narrative inflation or overstatement relative to the disclosed facts.

Risk flags

• ●Operational risk is high due to the complete absence of disclosed exploration, development, or production milestones. Investors have no visibility into project status or timelines, which is a red flag for a resource sector company.
• ●Financial risk is elevated because the only financial disclosure is a $10 million LIFE Offering, with no information on cash burn, capital allocation, or use of proceeds. This makes it impossible to assess whether the company is adequately funded or at risk of future dilution.
• ●Disclosure risk is significant: the announcement focuses on regulatory compliance and promotional activities, but omits all operational and financial performance data. This lack of transparency impedes informed investment decisions.
• ●Pattern-based risk is present, as the company is responding to regulatory intervention rather than proactively disclosing issues. The need for a BCSC-mandated review suggests prior deficiencies in governance or oversight.
• ●Timeline/execution risk is material, since the only forward-looking claims relate to compliance processes and hold periods, with no operational milestones or value catalysts in sight. Investors face an indefinite wait for any business progress.
• ●Reputational risk is heightened by the involvement of unauthorized promotional activities and the need to remove content at the regulator's request. This could impact market perception and future capital-raising ability.
• ●The majority of claims are forward-looking or procedural, with no evidence of realized business value. This is a classic risk flag for companies in a capital-intensive sector with distant or unproven payoff.
• ●Geographic and regulatory risk is present, as the company operates in British Columbia and is subject to Canadian securities law scrutiny. Any further compliance lapses could result in sanctions or trading restrictions.

Bottom line

For investors, this announcement is a regulatory clean-up with no immediate implications for value creation or business progress. The company's narrative is credible in the narrow sense of addressing compliance issues, but it offers no evidence of operational momentum, resource growth, or financial improvement. There are no notable institutional figures participating in this update; the involvement of Wesley De Souza as Marketing Officer is procedural and does not signal external validation or partnership. To change this assessment, the company would need to disclose concrete operational milestones, exploration results, or financial metrics that demonstrate progress toward value creation. Investors should watch for future announcements that include drill results, resource estimates, or clear use of proceeds from the $10 million LIFE Offering. At present, this information is not a buy or even a speculative signal—it is a compliance update that warrants monitoring for further developments, but not action. The most important takeaway is that, absent operational or financial progress, regulatory compliance alone does not create shareholder value. Investors should remain on the sidelines until the company demonstrates tangible business advancement.

Announcement summary

(TSXV:LVX) Leviathan Metals Corp. announced that, following a review by the British Columbia Securities Commission (the "BCSC"), it is issuing a press release related to promotional activities. The BCSC identified unauthorized promotional articles disseminated by unknown persons at https://guardianglobe.org/ and https://morningherald.net, as well as by Investment Publishing LLC on May 12, 2026, after the contract between Investment Publishing and the Company terminated on April 10, 2026. All options (250,000 options granted on April 10, 2025 and 150,000 options granted on February 23, 2026) granted to Mariusz Skonieczy, principal of Investment Publishing LLC, terminated unexercised. The BCSC also identified authorized promotional articles disseminated on behalf of the Company by Carioca Holdings LLC through Sideways Frequency LLC, with promotions first published on April 14, 2026 and emailed on April 14, 15, 23, 24, and May 20, 2026. The Company has removed specified content from the promotions and initiated a review of its investor relations and promotional materials to ensure compliance with applicable securities laws. The Company recently completed a $10 million LIFE Offering, with common shares sold to executive officers and directors subject to an Exchange Hold Period expiring September 21, 2026. The Consulting Agreement with Carioca Holdings LLC, effective January 12, 2026, included the issuance of 650,000 stock options at $0.65 for five years and 500,000 Restricted Share Units (which have been cancelled), and CHL owns 540,000 common shares plus 156,250 common shares subscribed under the LIFE Offering, subject to a TSSV Hold Period expiring September 21, 2026.

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