Vancouver, British Columbia – TheNewswire - September 23, 2022 – ATHA Energy Corp. (“ATHA” or the “Company”) is pleased to announce that it has entered into an agreement (the “Purchase Agreement”) to acquire (the “Acquisition”) a diversified portfolio of mineral exploration assets and carried interests in the Athabasca Basin (the “Acquired Assets”) from The New Saskatchewan Syndicate (the “Vendors”).

The Acquisition

Situated primarily in northern Saskatchewan, the Acquired Assets include approximately 3.2 million highly prospective acres within the Athabasca Basin as well as a ten percent (10%) carried interest on 250,540 acres of land owned and operated by NexGen Energy (TSX: NXE) and IsoEnergy (TSX.V: ISO).

In accordance with the terms of the Purchase Agreement, as consideration for the Acquired Assets the Company has agreed, among other things, to pay the Vendors an aggregate of $2 million in  cash (of which $1 million has already been advanced) and to issue the Vendors such number of common shares in the capital of the Company (the “Common Shares”) as is equal to 30% of the Company’s total issued and outstanding Common Shares, on a fully diluted basis, following the exchange of the Subscription Receipts (as defined below). The Company has also agreed to grant the Vendors a 2% net smelter returns royalty and a 10% carried interest in and to the acquired lands and to allocate to the Vendors $3 million, which funds will be held by the Company and used by the Vendors to source and acquire (in consultation with the Company) additional prospective mineral exploration properties on behalf of, and for the benefit of, the Company.

The completion of the Acquisition is subject to the satisfaction of various conditions, including but not limited to: (i) the completion of one or more equity financings by the Company for aggregate gross proceeds of a minimum of $30,000,000, (ii) the Canadian Securities Exchange (or another recognized Canadian stock exchange) having approved the listing of the Common Shares and (iii) receipt of all requisite authorizations and consents. There can be no assurance that the Acquisition will be completed on the terms proposed above or at all.   The Company may pay finders or other fees upon completion of the Acquisition, offering of Subscription Receipts and the transactions ancillary thereto.

Financing

The Company is also pleased to announce that it has launched a non-brokered private placement financing of subscription receipts (the “Subscription Receipts”) at a price of $1.00 per Subscription Receipt.  It is currently expected that a minimum of $22,000,000 will be raised through the Subscription Receipt Financing. The Subscription Receipts will be governed by the terms of a subscription receipt agreement to be entered into between the Company and Odyssey Trust Company, as subscription receipt agent. Each Subscription Receipt will be automatically exchanged, without any further action by the holder, and for no additional consideration, for one (1) Common Share upon the satisfaction of certain escrow release conditions, including the listing of the Common Shares on a recognized Canadian stock exchange.

About ATHA Energy Corp.

ATHA Energy Corp. is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. The Company has an option to acquire a 100% interest and title to the Golden Rose Property located in the Northeastern Ontario and has signed an agreement to acquire significant acreage in Saskatchewan and Alberta.  

ON BEHALF OF THE BOARD OF DIRECTORS:

Mike Castanho
Director

Email: mike@axiscapital.ca
Phone: 778-839-6579

Forward-Looking Information

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of the Company, the Acquisition (including the payment of fees) and the private placement offering of Subscription Receipts (including approval of applicable regulatory authorities and the applicable stock exchange). Such statements and information reflect the current view of the Company.  

Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF ATHA AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ATHA MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 state in which such offer, solicitation or sale would be unlawful.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES