ATHA Energy Announces Proposed Acquisition of 92 Energy and Latitude Uranium and Concurrent $14 Million Financing to Create Leading Uranium Exploration Company
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
ATHA ENERGY ANNOUNCES PROPOSED ACQUISITION OF 92 ENERGY AND LATITUDE URANIUM AND
CONCURRENT $14 MILLION FINANCING TO CREATE LEADING URANIUM EXPLORATION COMPANY
Vancouver, British Columbia, December 7, 2023 – ATHA Energy Corp. (CSE: SASK) (FRA: X5U) (OTCQB:
SASKF) (“ATHA”) is pleased to announce that it has: (i) entered into a definitive arrangement agreement
(the “Latitude Arrangement Agreement”) with Latitude Uranium Inc. (CSE: LUR) (“Latitude”) pursuant to
which ATHA proposes to acquire all of the issued and outstanding common shares of Latitude (the
“Latitude Shares”) by way of a court-approved plan of arrangement under the Business Corporations Act
(Ontario) (the “Latitude Arrangement”); and (ii) entered into a binding scheme implementation deed (the
“92E SID”) with 92 Energy Limited (ASX: 92E) (“92E”) pursuant to which ATHA proposes to acquire all of
the issued and outstanding fully paid ordinary shares of 92E (the “92E Shares”) by way of a scheme of
arrangement pursuant to Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “92E Scheme”, and
together with the Latitude Arrangement, the “Transactions”). ATHA further proposes to complete one or
more financings on terms further described below to raise up to approximately C$14 million in connection
with the Transactions (the “Concurrent Financing”).
Copies of each of the Latitude Arrangement Agreement and the 92E SID will be available on ATHA’s
SEDAR+ profile at www.sedarplus.ca.
Strategic Rationale for the Transactions
• Largest Exploration Portfolio in Canada: The combined company is expected to provide
shareholders with exposure to 7.1 million acres of exploration acreage spread across Canada’ s
top three uranium jurisdictions, representing the largest exploration portfolio s in some of the
highest-grade uranium districts in the world.
• Institutional Participation: Significantly larger market capitalization of the combined company is
expected to improve liquidity and attract increased institutional investor interest, as
demonstrated by IsoEnergy and Mega Uranium’s support for the Transactions as a lead investor
in the Concurrent Financing.
• Historical Resources with Expansion Potential : The Company will hold two projects with
significant expansion potential with historical mineral resource estimates of:
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o 2.8 million tons at 0.69% U3O8 containing 43.3 million lbs of U3O8 Inferred at the Angilak
Deposit in Nunavut1; and
o 14.7 million tons at 0.03% U 3O8 containing 5.2 million lbs of U 3O8 Indicated and 28.3
million tons at 0.03% U3O8 containing 4.4 million lbs of U3O8 Inferred at Moran Lake2 and
5.1 million tons at 0.04% U 3O8 containing 4.9 million lbs of U 3O8 Inferred at Anna Lake 3,
both in the Central Mineral Belt (“CMB”) of Labrador.
• Provides Exposure to a Recent Discovery Along a Mineralized Trend: The Gemini Discovery in
the Athabasca Basin is a high -grade, basement hosted discovery along a mineralized trend with
tremendous potential for additional discovery along an underexplored corridor.
• Robust Pipeline of Exploration Catalysts: The planned 2024 exploration program is expected to
include: post -discovery corridor expansion geophysics and drilling, greenfield exploration
programs, and results from NexGen Energy ’s summer 2023 drilling program on areas including
ATHA’s 10% carried interest, which constitutes NexGen Energy ’s largest exploration program
since the discovery of the Arrow Deposit.
• Strong Balance Sheet to Execute on Growth Initiatives: With no debt and a forecast cash balance
of over C$55 million on completion of the Transactions and assuming completion of best efforts
Concurrent Financing, the Company’s exploration activities are expected to be fully funded well
into 2025.
• Exceptional Leadership Team: The amalgamated board and management have decades of
experience, with the demonstrated track record in all facets of uranium exploration, development
operations, and capital formation needed to drive growth in uranium resource and build
shareholder value.
Troy Boisjoli, Chief Executive Officer of ATHA, commented: “ We are thrilled for ATHA to have such an
incredible opportunity to create Canada’s premier exploration company during a period where the world’s
increasing adoption of nuclear energy is calling for new supplies of uranium. By combining highly
complimentary exploration assets from across the exploration risk curve in top -tier Canadian mining
jurisdictions, we believe the combined entity will own one of the most complete portfolios of uranium
assets in the entire sector and are thrilled to be able to leverage the combined team’s technical and
financial resources to maximize the value of this opportunity.”
Siobahn Lancaster, Chief Executive Officer of 92E, commented: “This merger helps realize the true value
of 92E assets, while combining three excellent teams that have the resources to pursue uranium
exploration at an unprecedented scale. Our shareholders will be given the opportunity to be part of the
premier Canadian uranium explorer with outstanding growth potential underpinned by a significant
discovery, immense exploration upside, robust funding, highly regarded management, and extensive local
contact network."
1-3 This estimate is considered to be a “historical estimate” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI
43-101”) and is not considered by any of ATHA, Latitude or 92E to be current. See below for further details regarding the historical mineral
resource estimates.
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John Jentz, Chief Executive Officer of Latitude, commented: “ We are very excited to be part of such a
transformative transaction to create an unparalleled uranium exploration company focused on Canada's
three major uranium districts. The benefits for LUR shareholders are clear, an immediate increase in value
combined with ongoing exposure to one of the most robust portfolios of high -upside uranium assets in
the entire sector. The combined company will be fully funded with $55 million4 in cash and boasts a suite
of highly complementary uranium assets across the exploration spectrum . The combined company will
have increased scale and prospectivity and we believe it will be a go-to name in the uranium exploration
industry."
Anticipated Benefits to ATHA Shareholders
• Builds on the quality of ATHA’s existing exploration portfolio of tier 1 targets by providing ATHA
with access to advanced corridor expansion upside in friendly and stable jurisdictions;
• Adds exposure to the expansion of the underexplored Angilak Project, which hosts a historical
resource of 43 million lbs of U 3O81 with expansion potential in every direction, while ranking
amongst the highest-grade uranium deposits globally outside of the Athabasca Basin;
• Entry to Labrador’s prolific Central Mineral Belt through the CMB uranium project , which hosts
an underexplored historical resource of 14 million lbs U 3O82,3 and is located adjacent to Paladin
Energy’s Michelin Deposit;
• Adds exposure to the Gemini Discovery, with significant expansion and discovery upside potential
within the Athabasca Basin’s newest discovery corridor; and
• Increased scale providing for greater access to capital, added liquidity, and expanded research
coverage.
The Latitude Arrangement
Latitude is an exploration stage uranium company listed on the Canadian Securities Exchange (the “CSE”)
focused on the Angilak uranium project in Nunavut, Canada and the CMB uranium project located in
Newfoundland and Labrador, Canada. Together, the Angilak and CMB projects host significant historical
resources1,2,3 and are undergoing active district -scale uranium exploration programs to determine the
potential to expand project corridors.
Under the terms of the Latitude Arrangement, Latitude shareholders (the “ Latitude Shareholders”) will
receive 0.2769 of a common share of ATHA (each whole share, an “ATHA Share”) for each Latitude Share
held (the “Latitude Exchange Ratio”). The Latitude Exchange Ratio was determined giving consideration
to recent average trading prices for each of Latitude and ATHA. Based upon ATHA ’s reference price of
C$1.00, the implied consideration per Latitude Share is C$0.28, representing a 68% premium to Latitude’s
closing price on December 6, 2023.
Additionally, each incentive stock option of Latitude will be exchanged for incentive stock options of ATHA
on substantially the same basis as the Latitude Exchange Ratio and following the effective time of the
Latitude Arrangement, warrants to purchase Latitude Shares will only evidence the right to receive that
number of ATHA Shares, upon exercise in accordance with the terms thereto, that such holder of Latitude
warrants would have been entitled if such holder had exercised such Latitude warrants into Latitude
Shares immediately prior to the effective time of the Latitude Arrangement.
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Summary of the Latitude Arrangement
The Latitude Arrangement will be effected by way of a court -approved plan of arrangement pursuant to
the Business Corporations Act (Ontario).
The Latitude Arrangement Agreement includes customary representations and warranties for a
transaction of this nature as well as customary interim period covenants regarding the operation of ATHA
and Latitude’s respective businesses. The Latitude Arrangement Agreement also provides for customary
deal-protection measures, including a $1,887,357 termination fee payable by Latitude or ATHA in certain
circumstances. In addition to shareholder and court approvals, closing of the Latitude Arrangement is
subject to applicable regulatory approvals, including, but not limited to, CSE approval and the satisfaction
of certain other closing conditions customary for transactions of this nature. Completion of the Latitude
Arrangement is not subject to the completion of 92E Scheme.
Subject to the satisfaction of these conditions, ATHA and Latitude expect that the Latitude Arrangement
will be completed in the first quarter of 2024.
Following completion of the Latitude Arrangement, the ATHA Shares will continue to trade on the CSE ,
subject to approval of the CSE in respect of the ATHA Shares being issued pursuant to the Latitude
Arrangement. The Latitude Shares will be de -listed from the CSE following closing of the Latitude
Arrangement.
Details regarding these and other terms of the Latitude Arrangement are set out in the Latitude
Arrangement Agreement, which will be available under the SEDAR+ profiles of ATHA and Latitude at
www.sedarplus.ca.
Full details of the Latitude Arrangement will also be included in the Latitude Circular which will be available
under Latitude’s SEDAR+ profile.
The 92E Scheme
92E is an exploration stage uranium company listed on the Australian Securities Exchange (the “ ASX”)
focused on exploration of its nine uranium exploration projects all located within the Athabasca Basin
region of Canada.
Under the terms of the 92E SID, 92E shareholders (the “ 92E Shareholders”) will, conditional on the 92E
Scheme becoming effective, receive 0.5834 of an ATHA Share for each 92E Share held at the 92E Scheme
record date (the “92E Exchange Ratio”). The 92E Exchange Ratio was determined giving consideration to
recent average trading prices for each of 92E and ATHA. Based upon ATHA ’s reference price of C$1.00 ,
the implied consideration per 92E Share is C$0.58, representing a 78% premium to 92E’s closing price on
December 7, 2023.
Additionally, the existing 92E options will be cancelled and, conditional on the 92E Scheme being effective,
exchanged for ATHA Shares pursuant to the ratios set forth in the 92E SID and based, inter alia, upon the
exercise price of such 92E options. All 92E performance rights automatically vest and will be converted
into 92E Shares immediately prior to the 92E Scheme becoming effective and prior to the 92E Scheme
record date in accordance with the provisions of the 92E SID.
Summary of the 92E Scheme
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The 92E Scheme will be effected and made effective by way of a court-approved Scheme of Arrangement
between 92E and 92E Shareholders.
The 92E SID includes customary representations and warranties for a transaction of this nature as well as
customary interim period covenants regarding the operation of ATHA and 92E’s respective businesses.
The 92E SID also provides for customary deal-protection and exclusivity measures in respect of both
parties (including “no shop”, “no talk” and “no due diligence” restrictions, notification obligations and a
“matching right” in favour of the other party), and a reciprocal reimbursement fee in an amount equal to
1.0% of the value of the 92E Scheme payable by 92E or ATHA in certain circumstances. The 92E SID also
includes a separate break fee regime payable by ATHA to 92E in the event that 92E terminates the 92E
SID in the following circumstances: (i) the Latitude Arrangement is validly terminated in accordance with
its terms and 92E provides written notice to ATHA of its preference that the 92E Scheme does not proceed;
or (ii) an event occurs and is continuing that, in 92E’s opinion, entitles ATHA to terminate the Latitude
Arrangement and, following consultation between the parties , provides ATHA with written notice of its
preference that Atha terminate the Latitude Arrangement.
Subject to the satisfaction of these conditions, ATHA and 92E expect that the 92E Scheme will be
implemented early in the second quarter of 2024.
Following implementation of the 92E Scheme, the ATHA Shares will continue to trade on the CSE, subject
to approval of the CSE in respect of the ATHA Shares being issued pursuant to the 92E Scheme. Following
implementation of the 92E Scheme, 92E will apply to ASX to have 92E removed from the official list of
ASX, and quotation of 92E Shares on ASX terminated.
Details regarding these and other terms of the 92E Scheme are set out in the 92E SID, which will be
available under the SEDAR+ profile of ATHA at www.sedarplus.ca.
A scheme booklet will be sent to all 92E Shareholders in due course. The booklet will contain full details
of the proposed 92E Scheme, including the basis for the unanimous recommendation of the board of
directors of 92E (the “ 92E Board ”) that 92E Shareholders approve the proposed 92E Scheme in the
absence of a superior proposal and subject to the independent expert appointed by 92E concluding that
the 92E Scheme is in the best interests of 92E Shareholders.
Meeting and Board of Directors’ Recommendations
Latitude Meeting and Recommendation of the Latitude Board
The Latitude Arrangement requires (i) the approval of the Ontario Superior Court of Justice (Commercial
List), and (ii) the approval of (A) 66 2/3% of the votes cast on the Latitude Arrangement Resolution by the
Latitude Shareholders; and (B) if required, a simple majority of the votes cast on the Latitude Arrangement
Resolution by Latitude Shareholders, excluding Latitude Shares held or controlled by persons described in
terms (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions, at the Latitude Meeting.
Each of the directors and executive officers of Latitude, together with IsoEnergy Ltd. , representing an
aggregate of approximately 16.2% of the issued and outstanding Latitude Shares, have entered into voting
support agreements with ATHA, pursuant to which they have agreed, among other things, to vote their
Latitude Shares in favour of the Latitude Arrangement Resolution at the Latitude Meeting.
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After consultation with its financial and legal advisors, the board of directors of Latitude (the “ Latitude
Board”) unanimously determined that the Latitude Arrangement is in the best interests of Latitude and
approved the Latitude Arrangement Agreement. Accordingly, the Latitude Board unanimously
recommends that Latitude Shareholders vote in favour of the resolution (the “Latitude Arrangement
Resolution”) to approve the Latitude Arrangement.
PI Financial Corp. and Red Cloud Securities Inc. have each provided a fairness opinion to the Latitude
Board, stating that, as of the date of such opinion, and based upon and subject to the assumptions,
limitations and qualifications stated in such opinion, the consideration to the Latitude Shareholders under
the Latitude Arrangement Resolution is fair, from a financial point of view, to Latitude Shareholders (the
“Latitude Fairness Opinions”).
The full text of the Latitude Fairness Opinions, which describe, among other things, the assumptions
made, procedures followed, factors considered and limitations and qualifications on the review
undertaken, and the terms and conditions of the Latitude Arrangement, will be included in the
management information circular of Latitude (the “Latitude Circular ”), to be delivered to Latitude
Shareholders in respect of a special meeting of the Latitude Shareholders to be held to consider the
Latitude Arrangement (the “Latitude Meeting”), which is expected to take place in Q1 2024.
92E Meeting and Recommendation of the 92E Board
The 92E Scheme is further subject to approval by the 92E S hareholders at a meeting of such 92E
Shareholders to be called for the purposes of approving the 92E Scheme (the “92E Meeting”) by the
requisite majorities under section 411(4)(a) of the Australian Corporations Act 2001 (Cth).
Each of the directors and executive officers of 92E representing an aggregate of approximately 4.09% of
the issued 92E Shares, have indicated that they intend to vote their 92E Shares in favour of the resolution
of 92E Shareholders to approve the 92E Scheme (the “92E Scheme Resolution”) at the 92E Meeting.
After consultation with its financial and legal advisors, the 92E Board unanimously determined that the
92E Scheme is in the best interests of 92E Shareholders and approved the 92E SID. Accordingly, the 92E
Board unanimously recommends that 92E Shareholders vote in favour of the 92E Scheme Resolution to
approve the 92E Scheme in the absence of a superior proposal and subject to the independent expert
opining the 92E Scheme is in the best interests of 92E Shareholders.
ATHA Meeting and Recommendation of the ATHA Board
The issuance of ATHA S hares by ATHA in connection with the Transactions (the “ATHA Transactions
Resolution”) is subject to the approval of a majority of the votes cast by the ATHA shareholders voting in
person or represented by proxy at a special shareholders ’ meeting of ATHA (the “ATHA Meeting”) to be
called for the purposes of approving the ATHA Transactions Resolution.
Each of the directors and executive officers of ATHA , together with the New Saskatchewan Syndicate ,
representing an aggregate of approximately 32.2% of the issued and outstanding ATHA Shares have
entered into voting support agreements, pursuant to which they have agreed, among other things, to vote
their ATHA Shares in favour of the Latitude Arrangement at the ATHA Meeting.
After consultation with its financial and legal advisors, the ATHA board of directors ( the “ATHA Board”)
unanimously determined that the Transactions are in the best interests of ATHA and approved the
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Latitude Arrangement Agreement and 92E Scheme . Accordingly, the ATHA Board unanimously
recommends that, in the absence of a superior proposal, ATHA shareholders vote in favour of the ATHA
Transactions Resolution at the ATHA Meeting.
Eight Capital provided a fairness opinion to the ATHA Board stating that, as of the date of such opinion,
and based upon and subject to the considerations, assumptions, limitations and qualifications set out
therein, the consideration to be provided under each of the Transactions is fair, from a financial point of
view, to ATHA.
Additional details regarding the Transactions will be included in the management information circular of
ATHA (the “ATHA Circular”), to be delivered to ATHA Shareholders in respect of the ATHA Meeting which
is expected to take place in Q1 2024.
The Resulting Issuer
Pro Forma Capitalization
Assuming the completion of both the Latitude Arrangement and the 92E Scheme but excluding any
securities to be issued in connection with the Concurrent Financing, the implied market value of ATHA
post-Transactions (the “Company”) is expected to be approximately C$267 million with existing
shareholders of ATHA, Latitude and 92E owning approximately 49.25%, 25.38%, and 25. 37% of the
Company respectively, on a fully-diluted in-the-money basis.4
Board of Directors
The Company’s board of directors (the “Company Board”) will consist of up to six directors, four of whom
will be selected by ATHA from the existing ATHA directors, one of whom will be selected by Latitude from
the existing Latitude directors, and one of whom will be selected by 92E from the existing 92E directors.
ATHA shall take such necessary steps as may be required to permit the constitution of the Company Board
including obtaining the approval of ATHA shareholders with respect to the increase to the size of the
Company Board at the ATHA Meeting.
Concurrent Financing
In connection with the Transactions, ATHA has entered into an agreement with Eight Capital, as co -lead
agent and joint bookrunners with Canaccord Genuity Corp. (together with a syndicate of agents , the
“Agents”) in connection with a “ best efforts ” private placement of: (i) up to a combination of up to
6,400,000 charitable federal flow-through ATHA Shares (the “ATHA Federal CFT Shares”) and charitable
Saskatchewan flow-through ATHA Shares (the “ATHA Saskatchewan CFT Shares” and, together with the
ATHA Federal CFT Shares, the “Offered Shares”) at an issue price of $1.57 per ATHA Federal CFT Share
and $1.75 per ATHA Saskatchewan CFT Share respectively (the “ CFT Offering”); and (ii) up to 4,000,000
subscription receipts of ATHA (the “Subscription Receipts”) at an issue price of $ 1.00 per Subscription
Receipt (the “ SR Offering” and together with the CFT Offering, the “Offering”) for aggregate gross
proceeds of up to $14,048,000 assuming all of the Offered Shares are issued as ATHA Federal CFT Shares.
4 ownership percentages calculated based on fully-diluted in-the-money capitalization of each of Atha, 92E and Latitude. On closing, 6.525M outstanding 92E options
will be cancelled and exchanged for 1.95M Atha shares a cashless basis
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The Agents will have an option (the “ Agents’ Option”) to increase the size of the CFT Offering by up to
15% through the sale of up to 960,000 additional Offered Shares at the requisite price , which Agents’
Option is exercisable, in whole or in part, at any time up to 48 hours prior to closing of the Offering.
Each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and
without further action on part of the holder thereof, on or about the date both Transactions are
completed, one ATHA Share.
The net proceeds of the Offering will be used to advance exploration and development of ATHA’s uranium
assets, as well as for working capital and general corporate purposes.
ATHA agrees and covenants, pursuant to the provisions in the Income Tax Act (Canada) (the “Tax Act”),
that it will, in the case of the Offered Shares, incur eligible “ Canadian exploration expenses ” which
qualifies as “flow-through critical mining expenditures” within the meaning of the Tax Act and, in the case
of the ATHA Saskatchewan CFT Shares, “eligible flow-through mining expenditures”, within the meaning
of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (the “Qualifying Expenditures”)
after the closing date and on or prior to December 31, 2024 in the aggregate amount of not less than the
total amount of the gross proceeds raised from the issue of Offered Shares . ATHA shall renounce the
Qualifying Expenditures so incurred to the purchasers of Offered Shares effective on or prior to December
31, 2023.
The Offering is expected to close on or about December 28, 2023 , with the gross proceeds of the SR
Offering to be held in escrow pending the satisfaction of customary escrow release conditions.
The Offering is subject to customary closing conditions, including the approval of the securities’ regulatory
authorities and the CSE.
Other Business
ATHA further announces that Blake Steele has resigned from the ATHA Board effective immediately to
pursue other opportunities. ATHA would like to thank Mr. Steele for his invaluable contributions and
wishes him the best in his future endeavours.
ATHA further announces that it has granted an aggregate of 1,600,000 incentive stock options (“Options”)
and 1,700,000 restricted share units ( “RSUs”) to certain eligible participants under ATHA’s Equity
Incentive Plan. Upon vesting, each Option shall be exercisable to acquire one common share for a period
of ten years at an exercise price of $1.01. Each RSU, which shall vest on the twelve-month anniversary of
the date of issuance thereof, and shall entitle the holder thereof to the issuance of one ATHA Share upon
redemption thereof.
A copy of ATHA’s Equity Incentive Plan is available under ATHA’s SEDAR+ profile at www.sedarplus.ca.
ATHA also announces that it has entered an investor relations consulting agreement with each of Spark
Newswire (“Spark”, and the agreement entered into between ATHA and Spark the “Spark Agreement”)
and Quantum Ventures SEZC (“Quantum”, and the agreement entered into between ATHA and Quantum
the “Quantum Agreement”).
Pursuant to the Spark Agreement, Spark shall provide certain brand awareness and strategy, content and
communication strategy and technical analysis of market strategy services to ATHA in consideration for a