ATHA Energy Announces Upsizing of Convertible Debenture Financing to USD$25 Million

ATHA ENERGY ANNOUNCES UPSIZING OF CONVERTIBLE DEBENTURE FINANCING TO USD$25

MILLION

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR

FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia – January 22nd, 2026 – ATHA Energy Corp. (“ATHA” or the “Company”) (TSXV: SASK,

OTCQB: SASKF, FRA: X5U) is pleased to announce that, further to its press release dated January 13 th, 2026, the

Company has increased the size of its previously announced private placement (the “Offering”) with Queen’s Road

Capital Investment Ltd. (“QRC”) due to strong investor demand. The newly upsized Offering will consist of USD$25

million (approximately CAD$34.5 million1) principal amount of unsecured convertible debentures of the Company

(the “Debentures”).

Proceeds from the Offering will be used to fund the exploration and development of the Company’s Angilak

Uranium Project located in Nunavut, Canada and for general corporate purposes.

The principal amount of the Debentures will be convertible, in whole or in part, at the option of the holder thereof,

into common shares of the Company (“Shares”) at a price per Share of C$0.85, based on the Bank of Canada daily

exchange rate and subject to adjustment in certain events (the “Conversion Price”).

Queen’s Road Capital Investment Ltd. ( TSX: QRC) is a dividend paying, leading financier to the global resource

sector. QRC acquires and holds securities for long -term capital appreciation, with a focus on convertible debt

securities and resource projects in advanced development or production located in safe jurisdictions. QRC was a

critical supporter of NexGen Energy’s development, investing USD$100 million between 2020 and 2023.

The Debentures will bear interest (“Interest”) at a rate of 12% per annum, payable quarterly, over a five-year term.

Two-thirds of the Interest (8% per annum) will be payable in cash and one -third of the Interest (4% per annum)

will be payable, subject to the approval of the TSX Venture Exchange (the “ TSXV”), at a price per Share equal to

the greater of the volume-weighted average trading price (“ VWAP”) of the Shares on the TSXV (or such other

Canadian stock exchange on which the Shares may be listed from time to time) for the 20 trading days ending

three trading days prior to the date on which such Interest is due, and the minimum price permitted by the policies

of the TSXV.

In connection with the Offering and, subject to the receipt of all necessary regulatory approvals (including the

TSXV), the Company will also enter into an investor rights agreement with QRC containing provisions relating to,

among other things, voting ali gnment, standstill and transfer restriction covenants. The Company will also grant

QRC the option, exercisable for a period of two years, subject to regulatory (including TSXV) approvals, to acquire

an additional USD$25 million of debentures on substantially the same terms as the Debentures, including at a price

per Share equal to 130% of the then market price. At Closing of the Offering, the Company will also pay to QRC in

cash or Shares, at the option of QRC, an establishment fee of 3% of the principal amount of the Debentures. Closing

of the Offering is subject to customary closing conditions, including the completion of business, legal and financial

due diligence satisfactory to QRC, the receipt of all necessary regulatory approvals (including the TSXV), the

completion of definitive documentation (which shall include other customary terms for a transaction of this

nature), and there being no material adverse change in the business of the Company, or a major event of national

or international consequence that disrupts the financial markets or the business, operations or affairs of the

Company.

About ATHA Energy Corp.

ATHA Energy is a uranium mineral exploration company with a strategically balanced portfolio including three

100%-owned post discovery uranium projects (the Angilak Uranium Project located in Nunavut, CMB Discoveries

in Labrador, and the newly discovered basement hosted GMZ high -grade uranium discovery located in the

Athabasca Basin) and the largest cumulative prospective exploration land package (>7 million acres) in two of the

world’s most prominent basins for uranium discoveries. ATHA Energy also holds a 10% carried interest in key

Athabasca Basin exploration projects operated by NexGen Energy Ltd. (TSX: NXE) and IsoEnergy Ltd. (TSX: ISO).

For more information, please contact:

Troy Boisjoli

Chief Executive Officer

Email: [email protected]

Website: www.athaenergy.com

Phone: 1-(236)-521-0526

The securities described herein have not been, and will not be, registered under the United States Securities Act of

1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United

States (as defined in Regul ation S under the 1933 Act) unless registered under the 1933 Act and applicable state

securities laws, or an exemption from such registration requirements is available. 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

of the United States in which such offer, solicitation or sale would be unlawful.

Neither 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.

Notes

1 Estimate of proceeds converted to Canadian Dollar (CAD) based on January 20th, 2026, conversion pricing. The

value is an estimate only and will fluctuate based on conversion pricing at date of closing.

Cautionary Statement Regarding Forward-Looking Statements

The information contained herein contains “forward -looking information” within the meaning of applicable

Canadian securities legislation. “Forward -looking information” includes, but is not limited to, statements with

respect to the activities, events or de velopments that the Company expects or anticipates will or may occur in the

future, including, without limitation, statements with respect to, the completion of the Offering and the execution

of definitive documentation in connection therewith; the final terms of the Offering; the payment of any finder’s fees

or establishment fees; the expected gross proceeds of the Offering; the use of proceeds from the Offering; the

anticipated date for closing of the Offering; the receipt of all necessary regulatory and other approvals, including

approval of the TSXV; Q RC acquiring any additional debentures; the conversion of any Debentures including the

issuance of any Shares in connection therewith; the payment of any Interest including the issuance of any Shares in

connection therewith; and the number of Shares that may be issued upon the payment of any Interest or conversion

of any Debentures. Generally, but not always, forward-looking information can be identified by the use of words

such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “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”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the

negative connotation thereof.

Such forward-looking information is based on numerous assumptions, including among others, that the Offering will

be completed, that the results of planned exploration activities are as anticipated, the price of uranium and other

commodities, the anticipated cost of planned exploration activities, that general business and economic conditions

will not change in a material adverse manner, that financing will be available if and when needed and on reasonable

terms, that third party contractors, equipment and supplies and governmental and other approvals required to

conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner,

and the other assumptions set out in the Offering Document and the current annual information form of the

Company, copies of which are available on its SEDAR+ profile at www.sedarplus.ca. Although the assumptions made

by the Company in providing forward -looking information are considered reasonable by management at the time,

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, which may cause actual events or results in future periods to differ materially from any projections 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 of additional financing; no known

current mineral resources or reserves; the limited operating history of the Company; aboriginal title and consultation

issues; reliance on key management and other personnel; actual results of exploration activities being different than

anticipated; changes in exploration programs based upon results; availability of third party contractors; availability

of equipment and supplies; failure of equipment to operate as anticipated; accidents; effects of weather and other

natural phenomena and other risks associated with the mineral exploration industry; environmental risks; changes

in laws and regulations; community relations and delays in obtaining governmental or other approvals and the risk

factors with respect to the Company set out in the Offering Document, the Company’s current annual information

form and the Company’s other filings with the Canadian securities regulators and available under the Company’s

profile on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause actual results to differ

materially from those contained in the forward-looking information or implied by 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 forward-looking information will prove to be accurate, as actual results and future events could differ materially

from those anticipated, estimated or intended. Accordi ngly, readers should not place undue reliance on forward -

looking statements or information. The Company undertakes no obligation to update or reissue forward -looking

information as a result of new information or events except as required by applicable securities laws.