ATHA Energy Corp. Provides Further Updates to Transaction With 92 Energy Limited

VANCOUVER, Feb. 21, 2024 - Atha Energy Corp. (CSE: SASK) (FRA: X5U) (OTCQB: SASKF) ("ATHA") is pleased to provide another update on its previously announced proposed acquisition transaction with 92 Energy Limited (ASX: 92E) (OTCQX: NTELF) ("92E") further to its press releases dated December 7, 2023, January 25, 2024, and February 7, 2024.

ATHA is pleased to announce that the independent expert of 92E, BDO Corporate Finance (WA) Pty Limited, has concluded that the proposed acquisition of 92E by ATHA is fair and reasonable and in the best interest of the shareholders of 92E ("92E Shareholders").

Additionally, the Federal Court of Australia has made orders approving, amongst other matters:

• the convening by 92E of a meeting of 92E Shareholders (the "Scheme Meeting") to consider and vote on the scheme of arrangement between ATHA and 92E (the "Scheme"); and


• the dispatch by 92E of an explanatory statement containing information about the Scheme together with the notice of the Scheme Meeting (together, the "Scheme Booklet") to 92E Shareholders.

The Scheme Meeting will be held at 9:00 a.m. (AWST) on Monday, March 25, 2024. Details of how to participate in the Scheme Meeting are provided in the Scheme Booklet and the notice of Scheme Meeting. The Scheme Booklet will be released to the Australia Securities Exchange and sent to 92 Energy Shareholders following registration with the Australian Securities and Investments Commission (ASIC). It will also be available for viewing and downloading on 92E's website at https://www.92energy.com/.

For additional information on the Scheme, please refer to ATHA's news releases dated December 7, 2023, January 25, 2024, and February 7, 2024.


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 each of the Athabasca Basin and Thelon Basin, two of the world's most prominent basins for uranium discoveries, with 6.4 million total acres along with a 10% carried interest portfolio of claims in the Athabasca Basin operated by NexGen Energy Ltd. and Iso Energy Ltd.

For more information visit www.athaenergy.com.



For more information, please contact:

Atha Energy Corp.
Troy Boisjolim Chief Executive Officer
Email: info@athaenergy.com
www.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 Scheme 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 Scheme 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 Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", 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". These forward-looking statements or information may relate to, among other things, the Scheme, including statements with respect to the Scheme Meeting and the documents prepared by 92E in connection therewith, the receipt of the required regulatory, stock exchange (including the CSE, TSX Venture Exchange and Australian Securities Exchange) and other approvals, and the ability of ATHA and 92E to successfully close the Scheme.

Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management 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. Such assumptions include, but are not limited to, assumptions regarding the ability of ATHA to satisfy the conditions imposed in connection with the completion of the Scheme, including finalization of meeting materials in connection with the Scheme Meeting, receipt of required shareholder, regulatory, court and stock exchange approvals, the ability of ATHA and 92E to satisfy, in a timely manner, the other conditions to the closing of the Scheme, other expectations and assumptions concerning the Scheme, and that general business and economic conditions will not change in a material adverse manner. Although each of ATHA and 92E have 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.

Such statements represent the current views of ATHA and 92E with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by ATHA and 92E, are inherently subject to significant business, economic, competitive, political, and social risks, contingencies, and uncertainties. Risks and uncertainties include, but are not limited to the following: inability of ATHA and 92E to finalize meeting materials and/or obtain the requisite shareholder approvals; inability of ATHA and 92E to complete the Scheme or satisfy certain conditions precedent thereto; the inability of ATHA to satisfy all conditions to its proposed listing on the TSX Venture Exchange; a material adverse change in the timing of any completion and the terms and conditions upon which the Scheme is completed; inability to satisfy or waive all conditions to closing the Scheme; 92E Shareholders not approving the Scheme; the CSE and/or the TSX Venture Exchange not providing approval to the Scheme and all required matters related thereto; the inability of the consolidated entity to realize the benefits anticipated from the Scheme and the timing to realize such benefits, including the exploration and drilling targets; unanticipated changes in market price for ATHA shares and/or 92E shares; changes to ATHA's and/or 92E's current and future business and exploration plans and the strategic alternatives available thereto; growth prospects and outlook of the business of each of ATHA and 92E; treatment of the Scheme under applicable competition laws and the Investment Canada Act; regulatory determinations and delays; any impacts of COVID-19 on the business of the consolidated entity and the ability to advance ATHA projects; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada, Australia 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 with the Canadian securities regulators which are available, respectively, on ATHA's profiles on SEDAR+ at www.sedarplus.ca and filings of 92E with the Australian regulatory authorities. None of ATHA or 92E undertake to update any forward-looking information, except in accordance with applicable securities laws.