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ATHA Energy Corp. (TSXV:SASK,OTC:SASKF) (FRA:X5U) (OTCQB:SASKF) (“ATHA” or the “Company”) today announced that it has entered into an agreement under which Canaccord Genuity Corp. and CIBC World Markets have agreed to act as co-lead agents and joint bookrunners, for and on behalf of a syndicate of agents (the “Agents”), in connection with a best efforts private placement of up to 24,510,000 flow-through shares of the Company (each a “FT Share”) at a price of $1.02 per FT Share, for gross proceeds of up to $25,000,200.
The agents will also have the option, exercisable in whole or in part at any time prior to the closing of the Offering, to sell up to 3,676,500 additional FT shares. In the event the option is exercised in its entirety, the total gross proceeds from the offering will be C$28,750,230.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, in accordance with the Tax Act, to incur (or be deemed to incur) eligible “Canadian exploration expenses” that qualify as “flow-critical mineral mining expenses” (as both terms are defined in the Tax Act) (the “Qualifying expenses“) in respect of the Company’s projects in Canada, as more fully described in the offering document, on or before December 31, 2027, and to waive all Eligible Expenses in favor of subscribers to the FT Shares as of December 31, 2026. In the event that the Company is unable to waive Eligible Expenses as of December 31, 2026 for each FT Share purchased for an aggregate amount of not less than the gross proceeds from the issuance of the FT Shares or the Eligible Expenses are otherwise reduced by the Canada Revenue Agency, the Company will indemnify each subscriber for the FT Shares against any additional taxes payable by such subscriber as a result of the Company’s inability to waive the Eligible Expenses or as a result of the agreed reduction.
The Offering is expected to close on or about February 5, 2026, or such other date as the Company and the Agents may agree, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the conditional approval of the TSX Venture Exchange (the “Stock exchange“).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus exemptions (“IS45-106“), the FT Shares will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the financing exemption for listed issuers under Part 5A of NI 45-106, as amended and supplemented by Coordination Blanket Order 45-935 Exemptions from certain conditions of the financing exemption of listed issuers. The securities issued to Canadian resident subscribers in the Offering will not be subject to a holding period under applicable Canadian securities laws.
There is an offering document relating 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.athaenergy.com. Potential investors should read this offering document before making any investment decision.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933as amended (the “Act of 1933“) or any national securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the 1933 Act.
About ATHA
ATHA is a Canadian mineral company engaged in the acquisition, exploration and development of uranium assets in pursuit of a clean energy future. With a strategically balanced portfolio, including three 100% owned post-discovery uranium projects (the Angilak Project in Nunavut, and CMB Discoveries in Labrador, and the newly discovered basement hosting GMZ high-grade uranium discovery in the Athabasca Basin). In addition, the company has a large cumulative set of potential exploration properties (>7 million acres) in two prominent uranium discovery basins – ATHA is well positioned to generate value. ATHA also has a 10% vested interest in major exploration projects in the Athabasca Basin operated by NexGen Energy Ltd. and IsoEnergy Ltd. For more information, visit www.athaenergy.com.
On behalf of the Board of Directors
Troy Boisjoli, CEO of ATHA Energy Corp
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.
For more information please contact:
Troy Boisjoli
General manager
Email: info@athaenergy.com
Website: www.athaenergy.com
Phone: 1-(236)-521-0526
Forward-Looking Statements
The information contained herein constitutes “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements regarding the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, statements regarding the completion of the Offering; the expected gross proceeds of the Offering; the use of the proceeds from the Offering; the expected date for the closing of the Offering; the receipt of all necessary regulatory and other approvals, including approval from the Stock Exchange; the Company’s anticipated expenditure of eligible Canadian exploration costs that will qualify as flow-critical mining expenditures on or before December 31, 2027; and the Company’s waiving of Canadian exploration charges (on a pro rata basis) for each subscriber of FT shares no later than December 31, 2026. Generally, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “predicts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “could”, “might” or “will be taken”, “prevent” or “achieved” or the negative connotation thereof.
Such forward-looking information is based on numerous assumptions, including, among other things, that the results of planned exploration activities will be as expected, the price of uranium and other raw materials, the expected costs of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available as and when necessary and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals necessary to conduct the Company’s planned exploration activities will be available at reasonable terms and timely. Although the assumptions made by the Company in providing forward-looking information are believed to be reasonable at the time by management, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors that may cause actual events or results in future periods to differ materially from any projection of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing; uncertainty about additional financing; no known current mineral resources or reserves; the company’s limited operating history; native title and consultation issues; dependence on key management and other personnel; actual results of exploration activities are different than expected; changes in exploration programs based on results; availability of external contractors; availability of equipment and supplies; failure of the equipment to operate as expected; accidents; effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; changes in legislation and regulations; community relations and delays in obtaining governmental or other approvals and the risk factors relating to the Company as set forth in the Company’s filings with Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
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