ATHA Energy Announces $25 Million LIFE Private Placement of Flow-Through Shares
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NEWS RELEASE
ATHA Energy Announces $25 Million LIFE Private Placement of Flow-Through Shares
Not for distribution to United States newswire services or for dissemination in the United States
Vancouver, British Columbia, January 15, 2026 – ATHA Energy Corp. (TSXV:SASK) (FRA:X5U)
(OTCQB:SASKF) (“ATHA” or the “Company”) announces today that it has entered into an agreement
pursuant to which Canaccord Genuity Corp. and CIBC World Markets have agreed to act as co-lead agents
and joint bookrunners, for and on behalf of a syndicate of agents (the “Agents”), in connection with a best
efforts private placement of up to 24,510,000 flow-through shares of the Company (each, a “ FT Share”)
at a price of $1.02 per FT Share, for gross proceeds of up to $25,000,200.
The Agents will also have the option, exercisable in whole or in part at any time prior to the closing of the
Offering, to sell up to an additional 3,676,500 FT Shares. In the event that the option is exercised in its
entirety, the aggregate gross proceeds of the offering will be C$28,750,230.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of
the FT Shares, pursuant to the Tax Act, to incur (or be deemed to incur) eligible “Canadian exploration
expenses” that qualify as “flow-through critical mineral mining expenditures” (as both terms are defined
in the Tax Act) (the “Qualifying Expenditures”) related to the Company’s projects in Canada as more fully
described in the offering document, on or before December 31, 2027, and to renounce all the Qualifying
Expenditures in favour of the subscribers of the FT Shares effective December 31, 2026. In the event the
Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2026 for
each FT Share purchased in an aggregate amount no t less than the gross proceeds raised from the issue
of the FT Shares or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency,
the Company will indemnify each subscriber of the FT Shares for any additional taxes payable by such
subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures or as a result of
the reduction as agreed.
The Offering is expected to close on or about February 5 , 2026, or such other date as the Company and
the Agents may agree and is subject to certain conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the conditional approval of the TSX Venture Exchange
(the “Exchange”).
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45 -106 – Prospectus Exemptions (“NI 45 -106”), the FT Shares will be offered for sale to
purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing
exemption under Part 5A of NI 45-106 as amended and supplemented by Coordinated Blanket Order 45-
935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued to
Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable
Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company’s profile
on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.athaenergy.com. Prospective
investors should read this offering document before making an investment decision.
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This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities 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 or to, or for account or
benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an
exemption from such registration requirements is available. “United States” and “U.S. person” have the
meaning ascribed to them in Regulation S under the 1933 Act.
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 A ngilak Project located in Nunavut, and CMB
Discoveries in Labrador, and the newly discovered basement hosted GMZ high -grade uranium discovery
located in the Athabasca Basin). In addition, the Company holds a larges cumulative prospective
exploration land p ackage (>7 million acres) in two 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 mor e information visit
www.athaenergy.com.
On Behalf of the Board of Directors
Troy Boisjoli, CEO, ATHA Energy Corp
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.
For more information, please contact:
Troy Boisjoli
Chief Executive Officer
Email: [email protected]
Website: www.athaenergy.com
Phone: 1-(236)-521-0526
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 developments 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; the expected gross proceeds of the Offering; the use of proceeds from the Offerin g; the
anticipated date for closing of the Offering; the receipt of all necessary regulatory and other approvals,
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including approval of the Exchange; the expected incurrence by the Company of eligible Canadian
exploration expenses that will qualify as flow -through critical mineral mining expenditures on or before
December 31, 2027; and the renunciation by the Company of the Canadian exploration expenses (on a pro
rata basis) to each subscriber of FT Shares by no later than effective December 31, 2026. 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
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. Although the assumptions made by the Company in providing forward -
looking information are considered reasonable by manag ement 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 Company’s filings with the
Canadian securities regulators and available under the Company’s profile on SEDAR+ at
www.sedarplus.ca.