X5U ATHA Energy Corp

ATHA Energy Announces Approval to List on TSXV and Receipt of Final Order for Arrangement With Latitude Uranium
ATHA Energy Corp. (CSE: SASK) (FRA: X5U) (OTCQB: SASKF) (“ATHA” or the “Company”) is pleased to announce that it received final approval to list ATHA’s common shares on the TSX Venture Exchange (“TSXV”) with trading to commence at market opening on March 4, 2024, and will continue to use its current trading symbol. The CUSIP and ISIN numbers have not changed.

ATHA’s common shares have been listed on the Canadian Securities Exchange (the “CSE”) since April 11, 2023, under the trading symbol “SASK”. ATHA has applied to voluntarily delist its common shares (the “Delisting”) from the CSE, prior to completion of the listing on the TSXV. The common shares are expected to be delisted from the CSE at the close of market on or about March 1, 2024.

ATHA is also pleased to announce that the Ontario Superior Court of Justice has granted the final order (the “Final Order”) in connection with the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which, among other things, ATHA will acquire all of the issued and outstanding common shares (the “LUR Shares”) of Latitude Uranium Inc. (CSE: LUR) (OTCQB: LURAF) (“Latitude Uranium”) in exchange for 0.2769 of a common share of ATHA (each whole share, an “ATHA Share”) for each LUR Share held. As previously announced, the Arrangement was approved by Latitude Uranium’s shareholders at a special meeting held on February 27, 2024.

Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including stock exchange and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement on or around March 7, 2024.

Troy Boisjoli, CEO of ATHA commented, “On behalf of ATHA Energy, I extend our sincere appreciation to the Latitude Uranium team and shareholders for recognizing and approving of our shared vision and goals – creating one of the premier uranium exploration companies, globally. Additionally, we are very excited to announce ATHA’s listing on the TSXV, anticipated to provide improved access for international investors at the retail and institutional levels. The TSXV listing, concurrent with receipt of the final court approval of the Latitude Uranium transaction, is a momentous achievement and marks a new chapter for ATHA Energy as we continue to advance on our overall objective of discovering and developing the world’s next generation of uranium assets.”

About ATHA

ATHA is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. ATHA holds the largest cumulative exploration package in the Athabasca and Thelon Basins, two of the world’s most prominent regions for uranium discoveries, with 6.4 million total acres. Additionally, ATHA holds a 10% carried interest in key exploration claims operated by NexGen Energy Ltd. and Iso Energy Ltd within the Athabasca Basin.

For more information visit www.athaenergy.com

For more information, please contact:

Troy BoisjoliChief Executive Officer Email: info@athaenergy.comwww.athaenergy.com

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Cautionary Statements:

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) the fact that the Company will complete the listing following receipt of final approval from the TSXV; (ii) the Company’s intention to complete the Delisting; (iii) the fact that the common shares are expected to be delisted on the CSE on or about March 1, 2024; (iv) the Company’s intention to begin trading its common shares on March 4, 2024; (v) the anticipated closing of the Arrangement; and (vi) the ongoing business plan, exploration and work programs of ATHA.

Such forward-looking statements are based on a number of assumptions of management, that, while considered reasonable by management of Latitude Uranium and ATHA 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, including, without limitation, that the Company will complete the listing on the TSXV, that the CSE will approve the Delisting, that the common Shares will be delisted on the CSE on or about March 1, 2024, that the common shares will begin trading on the TSXV on March 4, 2024, receipt of required regulatory, stock exchange approvals, the ability of Latitude Uranium and ATHA to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, other expectations and assumptions concerning the Arrangement, and that general business and economic conditions will not change in a material adverse manner.

Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: that the Company may not be able to complete the listing on the TSXV after obtaining final approval from the TSXV; the CSE may not provide approval for the Delisting; the Company’s common shares may not be delisted on the CSE on or about March 1, 2024; the Company’s common shares may not begin trading on the TSXV on March 4, 2024; inability of Latitude Uranium and ATHA to complete the Arrangement, a material adverse change in the timing of any completion and the terms and conditions upon which the Arrangement is completed; inability to satisfy or waive all conditions to closing the Arrangement as set out in the arrangement agreement dated December 7, 2023 between ATHA and Latitude Uranium; the Canadian Securities Exchange and/or the TSX Venture Exchange not providing approval to the Arrangement and all required matters related thereto; changes to ATHA’s and/or Latitude’s current and future business and exploration plans and the strategic alternatives available thereto; the inability of ATHA to realize the benefits anticipated from the Arrangement and the timing to realize such benefits; unanticipated changes in market price for Latitude Shares and/or ATHA Shares; changes to Latitude Uranium’s and/or ATHA’s current and future business plans and the strategic alternatives available thereto; treatment of the Arrangement under applicable laws including applicable competition laws and the Investment Canada Act; regulatory determinations and delays; any impacts of COVID-19 on the business of the Company and the ability to advance the Company’s projects; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the filings of ATHA and Latitude with the Canadian securities regulators which are available, respectively, on each of ATHA’s and Latitude’s profiles on SEDAR+ at www.sedarplus.ca. Although ATHA has attempted to identify important 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. The forward-looking statements herein speak only as of the date they were originally made. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.