Atha Energy arranges $25-million private placement

Executive Summary

• Atha Energy Corp. announced a best-effort private placement of up to 24.51 million flow-through shares at $1.02 per share, targeting gross proceeds of up to $25 million.
• The offering includes an over-allotment option for up to 3,676,500 additional shares, which would increase total gross proceeds to approximately $28.75 million.
• Proceeds will be used to incur eligible Canadian exploration expenses related to critical mineral mining expenditures, which will be renounced to subscribers by December 31, 2026.

Key Details

• Transaction Structure: Best-effort private placement of flow-through shares (FT shares).
• Agents: Canaccord Genuity Corp. and CIBC World Markets acting as co-lead agents and joint bookrunners for a syndicate of agents.
• Share Price: $1.02 per FT share.
• Base Offering Size: Up to 24,510,000 FT shares.
• Base Gross Proceeds: Up to $25,000,200.
• Over-Allotment Option: Agents may exercise an option to sell up to 3,676,500 additional FT shares.
• Maximum Gross Proceeds: $28,750,230 (if over-allotment is exercised in full).
• Use of Proceeds: To incur eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures under the Tax Act.
• Renunciation Date: Qualifying expenditures to be renounced in favor of subscribers effective December 31, 2026.
• Expenditure Deadline: Expenses to be incurred on or before December 31, 2027.
• Indemnification: Company will indemnify subscribers for additional taxes payable if qualifying expenditures are not renounced by Dec 31, 2026, or if expenditures are reduced by the Canada Revenue Agency.
• Expected Closing Date: On or about February 5, 2026.
• Regulatory Conditions: Subject to receipt of necessary regulatory approvals, including conditional approval of the TSX Venture Exchange.
• Exemption: Offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A) and Coordinated Blanket Order 45-935.
• Hold Period: Securities issued to Canadian resident subscribers are not subject to a hold period.
• Company Profile: Canadian mineral company focused on uranium assets, including the Angilak project (Nunavut), CMB discoveries (Labrador), and GMZ discovery (Athabasca basin). Holds a 10% carried interest in projects operated by NexGen Energy Ltd. and IsoEnergy Ltd.