ATHA Energy Announces Proposed Option Agreements with Terra Uranium FOR Spire, Horizon, and Pasfield Projects
ATHA ENERGY ANNOUNCES PROPOSED OPTION AGREEMENTS WITH TERRA
URANIUM FOR SPIRE, HORIZON, AND PASFIELD PROJECTS
Vancouver, British Columbia, August 20th, 2024 – ATHA Energy Corp. (TSXV: SASK) (FRA: X5U) (OTCQB:
SASKF) (“ATHA”) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”)
with Terra Uranium Ltd. (ASX: T92) (“T92”), whereby the parties will work to negotiate a definitive option
and joint venture agreement for T92 to earn an option to acquire a 70% interest in ATHA’s Spire and
Horizon properties (together, the “ Spire Horizon Projects ”) and a definitive option and joint venture
agreement for ATHA to earn an option to acquire up to a 60% interest in T92’s Pasfield Lake property (the
“Pasfield Project”).
SPIRE HORIZON PROJECTS
The Spire Horizon Projects are comprised of 12 mineral claims totalling 60,965 hectares, located on the
eastern rim of the Athabasca Basin, Saskatchewan, within the Company’s East Rim Exploration District
(Figure 1). The properties are situated within the Needle Falls Shear Zone (“NFSZ”), where associated cross
cutting regional scale tabernor fault – known for hosting uranium mineralization – have been identified.
The Spire Horizon Projects are highly prospective for uranium exploration with numerous uraniferous
boulders and outcrops , associated with NFSZ, have been discovered (Figure 2) . Recent exploration
activities in the area include ATHA’s Gemini Project, which contains the shallow basement-hosted, high-
grade uranium GMZ discovery. In addition to uranium prospectivity , high-grade copper showings in
outcrops have been identified, along with anomalous copper returned from testing of lake sediments .
During ATHA’s maiden 2023 Exploration Program, the Company completed electromagnetic (“EM”)
surveys utilizing Xcite’s MobileMT (MMT) & Mag system, as well as Geotech’s VTEM -max system. Those
surveys identified approximately 144 km of cumulative conductors, associated with the NFSZ and regional
cross-cutting structures . These results demonstrate that the Spire Horizon Project s have a high
concentration of shallow prospective exploration targets for discovery of uranium mineralization.
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Figure 1: ATHA Energy – Mineral claims Athabasca Basin
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Figure 2: Spire Horizon Project (ATHA Energy Corp)
PASFIELD LAKE PROJECT
The Pasfield Project is comprised of 16 mineral claims totalling 68,768 hectares, located withi n the
Athabasca Basin , Saskatchewan (Figure 3). The Pasfield Project is situated within the Cable Bay Shear
Zone, contiguous to the north of ATHA’s Ridge Project (“Ridge”) within the Company’s Cable Bay
Exploration District. During ATHA’s maiden 2023 Exploration Program , the Company completed an EM
survey on Ridge using Xcite’s MMT system . Subsequently, in Q1 of 2024 ATHA deployed GNR’s airborne
gravity system and Space Fleet’s Ambient Noise Tomography (“ANT”). Th ose surveys resulted in the
identification of structural corridors that extend from Ridge through to the Pasfield Project – along which
T92’s 2023 ANT survey previously detected a low velocity anomaly – evidence of a prospective alteration
halo. In 2023 , T92 completed a Reverse Circulation (RC) drill exploration program targeting the
prospective structural corridor. Drilling intersected anomalous uranium within the sandstone, in addition
to the detection of significant helium anomalies – a decay product, and potential pathfinder for uranium
mineralization.
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Figure 3: Pasfield Project (Terra Uranium Ltd)
T92 has previously made significant investments into project infrastructure at their Pasfield Project,
including road access and a year-round exploration camp. As part of the option ATHA will have access to
this infrastructure, which will significantly decrease capital costs for any future exploration programs at
Ridge and the Pasfield Project.
SPIRE HORIZON OPTION
In accordance with the terms of the LOI and upon entering into a Definitive Agreement, ATHA shall grant
T92 the sole and exclusive right and option to acquire up to a 70% interest in the Spire Horizon Projects
(the “ Spire Horizon Option ”) in consideration for incurring a minimum of $4,750,000 exploration
expenditures as set out below:
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(i) on or before December 20, 2024, T92 must incur at least $750,000 of statutory exploration
expenditure, which must also include the costs associated with the payment for a mineral
exploration assessment report (the “First Expenditure”);
(ii) on or before September 21, 2025, T92 must incur additional statutory exploration expenditures
of at least $1,000,000 (the “Second Expenditure”);
(iii) on or before September 21, 2026, T92 must incur additional statutory exploration expenditures
of at least $1,000,000 (the “Third Expenditure”);
(iv) on or before September 21, 2027, T92 must incur additional statutory exploration expenditures
of at least $1,000,000 (the “Fourth Expenditure”); and
(v) on or before September 21, 2028, T92 must incur additional statutory exploration expenditures
of at least $1,000,000 (the “Fifth Expenditure”).
ATHA and T92 agree to form a joint venture on the Spire Horizon Projects upon the satisfaction of the
First Expenditure, Second Expenditure, and the Third Expenditure, with the initial interest of T92 being a
50% participating interest and ATHA’s being a 50% carried interest (subject to the 5% carried interest in
favour of a third party).
Upon the satisfaction of the Fourth Expenditure and the Fifth Expenditure, T92’s interest will increase to
a 70% participation interest and ATHA’s interest will adjust to a 30% participation interest. If at any time
during the period where ATHA holds a carried interest, T92 prepares and delivers a “preliminary economic
assessment” prepared in accordance with National Instrument 43 -101 - Standards of Disclosure for
Mineral Projects in respect of the Spire Horizon Projects to ATHA, ATHA’s carried interest may be
converted into a participating interest at the election of ATHA.
PASFIELD OPTION
In accordance with the terms of the LOI and upon entering into a Definitive Agreement, T92 shall grant to
ATHA the four exclusive and separate rights and options to acquire undivided legal and beneficial interests
in the Pasfield Project (together the “Pasfield Options” and each, a “Pasfield Option”) as follows:
(i) an undivided 15% interest in the Pasfield Project, which may be exercised by either: (a) funding
exploration expenditures totalling $1,000,000 or ( b) successfully completing one deep hole of at
least 1,000 m into the geophysical target on or before December 31, 2025;
(ii) an undivided 15% interest for a total of 30% interest in the Pasfield Project, which may be
exercised by either: (a) funding exploration expenditures totalling $2,000,000 or ( b) successfully
completing two deep holes of at least 1,000 m into the geophysical target on or before December
31, 2026;
(iii) an undivided 15% interest in the Pasfield Project, which may be exercised by either: ( a) funding
exploration expenditures totalling $3,000,000 or ( b) successfully completing three deep hole s of
at least 1,000 m into the geophysical target on or before December 31, 2027; and
(iv) an undivided 15% interest in the Pasfield Project (the “ Fourth CP Option ”), which may be
exercised by either: (a) funding exploration expenditures totalling $4,000,000 or (b) successfully
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completing four deep holes of at least 1,000 m into the geophysical target on or before December
31, 2028.
After exercising each Pasfield Option and u pon written notice by ATHA to T92, each undivided 15%
interest in the Pasfield Project can, at ATHA’s election, be converted into a 1% net smelter returns royalty
(“NSR”) for an aggregate maximum NSR of 4%. Upon the satisfaction of the Fourth CP Option and
assuming ATHA has not converted its interest s in the Pasfield Project into a NSR, the parties will be
deemed to form a joint venture on the Pasfield Project (the “Pasfield Joint Venture”) with T92 holding an
initial 40% participating interest in the Pasfi eld Joint Venture and ATHA holding a 60% participation
interest. ATHA will also have the sole and exclusive right to access and use all camp facilities located on
the Pasfield Project for a daily fee to be negotiated between ATHA and T92.
The full details of the terms will be released in a future press release if the parties proceed to a Definitive
Agreement. The closing of the Definitive Agreements will be subject to due diligence results, as well as
receipt of stock exchange and other third-party approvals.
About ATHA
ATHA is a Canadian mineral company engaged in the acquisition, exploration, and development of
uranium assets in the pursuit of a clean energy future. With a strategically balanced portfolio including
three 100%-owned post discovery uranium projects (the Angilak Project located in Nunavut , and CMB
Discoveries in Labrador hosting historical resource estimates of 43.3 million lbs and 14.5 million lbs U3O8
respectively, and the newly discovered basement hosted GMZ high -grade uranium discovery located in
the Athabasca Basin). In addition, the Company holds the largest cumulative prospective exploration land
package (8.1 million acres) in two of the world’s most prominent basins for uranium discoveries - ATHA is
well positioned to drive value. ATHA also holds a 10% carried interest in key Athabasca Basin exploration
projects operated by NexGen Energy Ltd. and IsoEnergy Ltd. For more information visit
www.athaenergy.com. 1,2,3.
For more information, please contact:
Troy Boisjoli
Chief Executive Officer
Email: [email protected]
www.athaenergy.com
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.
Historical Mineral Resource Estimates
All mineral resources estimates presented in this news release are considered to be “historical estimates”
as defined under NI 43-101, and have been derived from the following (See notes below). In each instance,
the historical estimate is reported using t he categories of mineral resources and mineral reserves as
defined by the CIM Definition Standards for Mineral Reserves, and mineral reserves at that time, and these
“historical estimates” are not considered by ATHA to be current. In each instance, the rel iability of the
historical estimate is considered reasonable, but a Qualified Person has not done sufficient work to classify
the historical estimate as a current mineral resource, and ATHA is not treating the historical estimate as a
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current mineral resource. The historical information provides an indication of the exploration potential of
the properties but may not be representative of expected results.
Notes on the Historical Mineral Resource Estimate for the Angilak Deposit:
1. This estimate is considered to be a “historical estimate” under NI 43-101 and is not considered by any of to be current. See below for further
details regarding the historical mineral resource estimate for the Angilak Property.
a. Mineral resources which are not mineral reserves do not have demonstrated economic viability.
b. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation,
sociopolitical, marketing or other relevant issues.
c. The quality and grade of the reported inferred resource in this estimation are uncertain in nature and there has been insuffi cient
exploration to define these inferred resources as an indicated or measured mineral resource, and it is uncertain if further
exploration will result in upgrading them to an indicated or measured resource category.
d. Contained value metals may not add due to rounding.
e. A 0.2% U3O8 cut-off was used.
f. The mineral resource estimate contained in this press release is considered to be “historical estimates” as defined under NI 43-101
and is not considered to be current.
g. The “historical estimate” is derived from a Technical Report entitled “Technical Report and Resource Update For The Angilak
Property, Kivalliq Region, Nunavut, Canada”, prepared by Michael Dufresne, M.Sc., P.Geol. of APEX Geosciences, Robert Sim,
B.Sc., P.Geo. of SIM Geological Inc. and Bruce Davis, Ph.D., FAusIMM of BD Resource Consulting Inc., dated March 1, 2013 for
ValOre Metals Corp.
h. As disclosed in the above noted technical report, the historical estimate was prepared under the direction of Robert Sim, P.G eo,
with the assistance of Dr. Bruce Davis, FAusIMM, and consists of three -dimensional block models based on geostatistical
applications using commercial mine planning software. The project limits area based in the UTM coordinate system (NAD83
Zone14) using nominal block sizes measuring 5x5x5m at Lac Cinquante and 5x3x3 m (LxWxH) at J4. Grade (assay) and geological
information is derived from work conducted by Kivalliq during the 2009, 2010, 2011 and 2012 field seasons. A thorough review
of all the 2013 resource information and drill data by a Qualified Person, along with the incorporation of subsequent exploration
work and results, which includes some drilling around the edges of the historical resource subsequent to the publication of the
2013 technical report, would be required in order to verify the Angilak Property historical estimate as a current mineral resource.
i. The historical mineral resource estimate was calculated in accordance with NI 43 -101 and CIM standards at the time of publication
and predates the current CIM Definition Standards for Mineral Resources and Mineral Reserves (May, 2014) and CIM Estimation
of Mineral Resources & Mineral Reserves Best Practices Guidelines (November, 2019).
j. A thorough review of all historical data performed by a Qualified Person, along with additional exploration work to confirm r esults
would be required to produce a current mineral resource estimate prepared in accordance with NI 43-101.
2. Notes on the Historical Mineral Resource Estimate for the Moran Lake Deposit:
1. Jeffrey A. Morgan, P.Geo. and Gary H. Giroux, P.Eng. completed a NI 43 -101 technical report titled “Form 43 -101F1
Technical Report on the Central Mineral Belt (CMB) Uranium Project, Labrador, Canada, Prepared for Crosshair Exploration
& Mining Corp.” and dated July 31, 2008, with an updated mineral resource estimate for the Moran Lake C-Zone along with
initial mineral resources for the Armstrong and Area 1 deposits. They modelled three packages in the Moran Lake Upper
C-Zone (the Upper C Main, Upper C Mylon ite, and Upper C West), Moran Lake Lower C -Zone, two packages in Armstrong
(Armstrong Z1 and Armstrong Z3), and Trout Pond. These mineral resources are based on 3D block models with ordinary
kriging used to interpolate grades into 10 m x 10 m x 4 m blocks. A cut-off grade of 0.015% U3O8 was used for all zones
other than the Lower C Zone which employed a cut-off grade of 0.035%. A thorough review of all historical data performed
by a Qualified Person, along with additional exploration work to confirm results , would be required to produce a current
mineral resource estimate prepared in accordance with NI 43-101 standards.
3. Notes on the Historical Mineral Resource Estimate for the Anna Lake Deposit:
1. The mineral resource estimate contained in this table is considered to be a “historical estimate” as defined under NI 43 -
101, and is not considered to be current and is not being treated as such. A Qualified Person has not done sufficient work
to classify the historical estimate as current mineral resources. A qualified person would need to review and verify the
scientific information and conduct an analysis and reconciliation of historical drill and geological data in order to verify the
historical estimate as a current mineral resource.
2. Reported by Bayswater Uranium Corporation in a Technical Report entitled “Form 43 -101 Technical Report on the Anna
Lake Uranium Project, Central Mineral Belt, Labrador, Canada”, prepared by R. Dean Fraser, P.Geo. and Gary H. Giroux,
P.Eng., dated September 30, 2009.
3. A 3 -dimensional geologic model of the deposit was created for the purpose of the resource estimate using the
Gemcom/Surpac modeling software. A solid model was created using a minimum grade x thickness cutoff of 3 meters
grading 0.03% U3O8. Intersections not meeting this cutoff were generally not incorporated into the model. The shell of this
modeled zone was then used to con strain the mineralization for the purpose of the block model. Assay composites 2.5
meters in length that honoured the mineralized domains were used to interpolate grades into blocks using ordinary kriging.
An average specific gravity of 2.93 was used to convert volumes to tonnes. The specific gravity data was acquired in-house
and consisted of an average of seventeen samples collected from the mineralised section of the core. The resource was
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classified into Measured, Indicated or Inferred using semi -variogram ranges applied to search ellipses. All resources
estimated at Anna Lake fall under the “Inferred” category due to the wide spaced drill density. An exploration program
would need to be conducted, including twinning of historical drill holes in order to verify the Anna Lake Project estimate as
a current mineral resource.
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 “does 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 the transactions contemplated herein, including statements with respect to the expected benefits of the
transactions described herein to ATHA and the ATHA shareholders, the expectation that the parties will
successfully negotiate the terms of the Definitive Agreement, the approval by the securities exchanges, the
successful incurrence of exploration expenditure as required to earn the opti ons, any results that may be
derived from the diversification of ATHA’s portfolio, the prospects of ATHA’s projects, including mineral
resources estimates and mineralization of each project, the prospects of ATHA’s business plans and any
expectations with respect to defining mineral resources or mineral reserves on any of ATHA’s projects, and
any expectation with respect to any permitting, development or other work that may be required to bring
any of the projects into development or production.
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 ATHA following completion of the transactions, that
the a nticipated benefits of the transactions will be realized, completion of the transactions, including
receipt of required stock exchange approvals, the ability of ATHA and T92 to satisfy, in a timely manner,
the other conditions to the closing of the transac tions or earning the option, other expectations and
assumptions concerning the transactions, the ability of ATHA and T92 to complete its exploration activities
as currently expected, assumptions that the anticipated benefits of ATHA’s proposed exploration program
will be realized, that no additional permit or licenses will be required in connection with ATHA’s exploration
programs, the ability of ATHA to complete its exploration activities as currently expected and on the
current anticipated timelines, incl uding ATHA’s proposed exploration program, that ATHA will be able to
execute on its current plans, and that general business and economic conditions will not change in a
material adverse manner. Although each of ATHA and T92 have attempted to identify impo rtant 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 ATHA and T92 with respect to future events and are
necessarily based upon a number of assumptions and estimates that, while considered reasonable by ATHA
and T92, are inherently subject to significant business, economic, competitive, political and social risks,
contingencies and uncertainties. Risks and uncertainties include, but are not l imited to the following: the
parties being unable to negotiate the terms of the Definitive Agreement, inability of ATHA to complete the
exploration expenditures to earn the option, a material adverse change in the timing of any completion