Atha Energy closes financings for approximately $63M

Executive Summary

• Atha Energy Corp. has closed approximately $63 million in total financing to advance exploration and development of its Angilak uranium project in Nunavut.
• The financing consists of two distinct transactions: a $25 million (U.S.) private placement of unsecured convertible debentures with Queen's Road Capital Investment Ltd. (QRC) and a $28.75 million (Canadian) charity flow-through share offering via the Listed Issuer Financing Exemption (LIFE).
• Proceeds will be used for the exploration and development of the Angilak project and general corporate purposes.

Key Details

• Total Financing: Approximately $63 million (combined U.S. and Canadian dollars).
• Transaction 1: Convertible Debentures (QRC Investment)
  • Issuer: Queen's Road Capital Investment Ltd. (QRC).
  • Principal Amount: $25 million (U.S.) / ~$34.13 million (Canadian).
  • Instrument: Unsecured convertible debentures.
  • Maturity: February 5, 2031 (5-year term).
  • Interest Rate: 12% per annum, payable quarterly.
    • 8% payable in cash.
    • 4% payable in shares at a price equal to the greater of the VWAP for the 20 trading days prior to the due date or the TSX-V minimum price.
  • Conversion Price: 85 cents per share (based on Bank of Canada daily exchange rate at time of conversion, subject to adjustment).
  • Maximum Shares Issuable upon Conversion: 45,553,580 shares.
  • Establishment Fee: 3% of principal amount paid via issuance of 1,552,900 shares to QRC.
  • Finder’s Fee: $625,000 (U.S.) cash paid to H&P Advisory Ltd.
  • Warrant/Option: QRC granted an option to acquire an additional $25 million (U.S.) of debentures on substantially similar terms, exercisable for two years. The conversion price for this option would be 130% of the then-market price.
  • Hold Period: 4 months and 1 day following issuance.
• Transaction 2: Charity Flow-Through Shares (LIFE Offering)
  • Agents: Canaccord Genuity Corp. and CIBC Capital Markets (co-lead agents/joint bookrunners); syndicate includes Stifel Nicolaus Canada Inc., Haywood Securities Inc., and Paradigm Capital Inc.
  • Shares Issued: 28,186,500 FT shares (including full exercise of agents' option).
  • Price Per Share: $1.02 (Canadian).
  • Gross Proceeds: $28,750,230 (Canadian).
  • Use of Proceeds: To incur eligible Canadian exploration expenses (flow-through critical mineral mining expenditures) related to Canadian projects, to be renounced to subscribers effective December 31, 2026.
  • Renunciation Deadline: December 31, 2026 (or prior).
  • Indemnification: Company indemnifies subscribers for additional taxes if qualifying expenditures are reduced by CRA or if renunciation fails.
  • Agent Fee: 6.0% of aggregate gross proceeds paid in cash to agents.
  • Hold Period: No hold period for Canadian resident subscribers under NI 45-106.
• Use of Proceeds (General): Finance exploration and development of the Angilak uranium project and general corporate purposes.

Notable Quotes

• None provided in the text.