ATHA Energy and Latitude Uranium Complete Merger Creating a Leading Uranium Explorer
ATHA ENERGY AND LATITUDE URANIUM COMPLETE MERGER CREATING A
LEADING URANIUM EXPLORER
Vancouver, BC and Toronto, ON , March 7, 2024 – ATHA Energy Corp. ( TSXV: SASK) (FRA:
X5U) (OTCQB: SASKF) (“ ATHA”) and Latitude Uranium Inc. (CSE: LUR ) (OTCQB: LURAF )
(FRA: EI1) (“ Latitude Uranium ”) are pleased to announce the successful completion of the
previously announced arrangement (the “ Arrangement” or the “ Merger”) whereby ATHA has
acquired 100% of the issued and outstanding common shares of Latitude Uranium (the “LUR
Shares”) and Latitude Uranium has become a wholly owned subsidiary of ATHA.
Pursuant to the Arrangement, Latitude Uranium shareholders (the “LUR Shareholders”) received
0.2769 common shares of ATHA (each whole share, an “ATHA Share”) for each LUR Share held.
In aggregate, ATHA issued approximately 64,444,004 ATHA Shares under the Arrangement.
In addition, the escrow release conditions in relation to the 4,000,000 subscription receipts (the
“Subscription Receipts”) issued in connection with ATHA’s private placement (the “Offering”)
of flow -through ATHA Shares and Subscription Receipts have been met. As a result, each
outstanding Subscription Receipt has been converted into one ATHA Share and the net proceeds
from the offering have been released from escrow. For additional information on the Offering,
please refer to the news release of ATHA dated December 28, 2023.
Troy Boisjoli, CEO of ATHA, commented, “ We are thrilled to announce the completion of this
transaction, which in our view adds considerable maturity to our asset portfolio and further
separates ATHA as the leading exploration company with comprehensive exposure to a unique
profile of uranium upside. This acquisition marks a significant milestone for the Company by
adding historical resource to our portfolio and enabling us to expand the reach of our robust
balance sheet across a diverse range of exploration catalysts. With the expertise of our excellent
development team, we are very excited about the prospect of further exploration and development
across multiple high-grade uranium jurisdictions, with the objective of defining the next generation
of world-class uranium assets.
Philip Williams, Executive Chairman of Latitude Uranium, commented, “The closing of the Merger
between Latitude Uranium and Atha begins a new era of opportunity for LUR shareholders, who
can now expect to benefit from multi -basin uranium exploration in Canada. With significant
funding and an exceptional team in place, Atha stands ready to accelerate exploration at Angilak,
and drive additional discoveries in the Athabasca Basin and the Central Min eral Belt. In the two
short year’s of being public, Latitude Uranium has made significant advancements through
exploration and M&A, and I look forward to supporting the Atha team drive additional growth as a
board member. I would like to thank the Latitude Uranium board and management for their
invaluable support and contributions since inception and wish them well in their
future endeavours.”
The LUR Shares are expected to be delisted from the Canadian Securities Exchange at market
close on March 7, 2024 . ATHA will cause Latitude Uranium to apply to the relevant Canadian
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securities regulatory authorities to cease to be a reporting issuer under applicable Canadian
securities laws.
Board of Directors and Management
ATHA’s board of directors now consists of five directors, including Mike Castanho (Chair), Doug
Engdahl, Sean Kallir, Jeff Barber and Phil Williams.
The senior management team of ATHA includes Troy Boisjoli as Chief Executive Officer, Akash
Patel as Chief Financial Officer and Cliff Revering as Vice President, Exploration.
Full details of the Merger and certain other matters are set out in the management information
circular of Latitude Uranium and can be found under Latitude Uranium’s issuer profile on SEDAR+
at www.sedarplus.ca. A copy of the early warning report of ATHA in connection with its acquisition
of the LUR Shares will be filed under LUR’s issuer profile on SEDAR+ and can be obtained by
contacting ATHA as set out below.
Additional Information for Former LUR Shareholders
In order to receive ATHA Shares in exchange for LUR Shares, former registered LUR
Shareholders must complete, sign, date and return (together with the certificate or DRS statement
representing their LUR shares) the letter of transmittal that was mailed to them prior to closing of
the Merger. The letter of transmittal is also available under LUR’s issuer profile on SEDAR+ at
www.sedarplus.ca and by contacting Odyssey Trust Company, the depositary for the transaction,
by telephone at: (587) 885-0960 or by email at: [email protected].
For those former LUR Shareholders whose LUR Shares are registered in the name of a broker,
investment dealer, bank, trust company, trust or other intermediary or nominee, they should
contact such nominee for assistance in depositing their LUR Shares and should follow the
instructions of such intermediary or nominee.
About ATHA
ATHA is a mineral exploration company focused on the acquisition, exploration, and development
of mineral resource properties. ATHA owns the Angilak and CMB uranium discoveries, hosting a
historic resource estimate of 43.3 million lbs and 14.5 million lbs U3O8, respectively, in addition
to the largest cumulative exploration package in each of the Athabasca Basin and Thelon Basin,
two of the world’s most prominent basins for uranium discoveries, with 6.5 million total acres along
with a 10% carried interest portfolio of claims in the Athabasca Basin operated by NexGen Energy
Ltd. and IsoEnergy Ltd.
For more information visit www.athaenergy.com.
For more information, please contact:
Troy Boisjoli
Chief Executive Officer
Email: [email protected]
1-306-460-5353
www.athaenergy.com
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Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE)
accepts responsibility for the adequacy or accuracy of this release.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
None of the securities to be issued pursuant to the Arrangement have been or will be registered
under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act”), or any
state securities laws, and any securities issuable in the Arrangement are anticipated to be issued
in reliance upon available exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable e xemptions under state securities laws. This
press release does not constitut e an offer to sell, or the solicitation of an offer to buy, any
securities.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward -looking information” within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be identified by the use of forward -looking terminology such as
“plans”, “expects” or “do es not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “woul d”, “might” or “will be taken”, “occur” or “be achieved”. These forward -looking
statements or information may relate to ATHA’s ongoing business plan, exploration and work program.
Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable
by management at the time, are inherently subject to business, market and economic risks, uncertainties and
contingencies that may cause actual results, performance or achievements to be materially different from those
expressed or implied by forward -looking statements. Such assumptions include, but are not limited to, assumptions
regarding expectations and assumptions concerning the Arrangement, and that general business and economic
conditions will not change in a material adverse manner. Although Latitude Uranium and ATHA have attempted to
identify important factors that could cause actual results to differ materially from those contained in forward -looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-
looking information.
Such statements represent the current views of Latitude Uranium and ATHA with respect to future events and are
necessarily based upon a number of assumptions and estimates that, while considered reasonable by Latitude Uranium
and ATHA, are inherently subject to significant business, economic, competitive, political and social risks, contingencies
and uncertainties. Risks and uncertainties include, but are not limited to the following: the TSX Venture Exchange not
providing final approv al to the Arrangement and all required matters related thereto; changes to Latitude Uranium’s
and/or ATHA’s current and future business plans and the strategic alternatives available thereto; regulatory
determinations and delays. Other factors which could materially affect such forward-looking information are described
in the risk factors in Latitude Uranium ’s most recent annual information form, in Latitude Uranium ’s management
information circular in connection with the Meeting, in ATHA’s most recent financial statements and m anagement
discussion and analysis, and in ATHA’s and Latitude Uranium’s other filings with the Canadian securities regulators
which are available on the Latitude Uranium ’s and ATHA’s respective profiles on SEDAR+ at www.sedarplus.ca.
Latitude Uranium and ATHA do not undertake to update any forward -looking information, except in accordance with
applicable securities laws.