ATHA Energy and Latitude Uranium Complete Merger Creating a Leading
Uranium Explorer
ATHA Energy Corp. (TSXV: SASK) (FRA: X5U) (OTCQB: SASKF)
(“
ATHA”) and Latitude Uranium Inc. (CSE: LUR)
(OTCQB: LURAF) (FRA: EI1) (“
Latitude Uranium”) are
pleased to announce the successful completion of the previously
announced arrangement (the “
Arrangement” or the
“
Merger”) whereby ATHA has acquired 100% of the
issued and outstanding common shares of Latitude Uranium (the
“
LUR Shares”) and Latitude Uranium has become a
wholly owned subsidiary of ATHA.
Pursuant to the Arrangement, Latitude Uranium
shareholders (the “LUR Shareholders”) received
0.2769 common shares of ATHA (each whole share, an “ATHA
Share”) for each LUR Share held. In aggregate, ATHA issued
approximately 64,444,004 ATHA Shares under the Arrangement.
In addition, the escrow release conditions in
relation to the 4,000,000 subscription receipts (the
“Subscription Receipts”) issued in connection with
ATHA’s private placement (the “Offering”) of
flow-through ATHA Shares and Subscription Receipts have been met.
As a result, each outstanding Subscription Receipt has been
converted into one ATHA Share and the net proceeds from the
offering have been released from escrow. For additional information
on the Offering, please refer to the news release of ATHA dated
December 28, 2023.
Troy Boisjoli, CEO of ATHA, commented, “We are
thrilled to announce the completion of this transaction, which in
our view adds considerable maturity to our asset portfolio and
further separates ATHA as the leading exploration company with
comprehensive exposure to a unique profile of uranium upside. This
acquisition marks a significant milestone for the Company by adding
historical resource to our portfolio and enabling us to expand the
reach of our robust balance sheet across a diverse range of
exploration catalysts. With the expertise of our excellent
development team, we are very excited about the prospect of further
exploration and development across multiple high-grade uranium
jurisdictions, with the objective of defining the next generation
of world-class uranium assets.”
Philip Williams, Executive Chairman of Latitude
Uranium, commented, “The closing of the Merger between Latitude
Uranium and Atha begins a new era of opportunity for LUR
shareholders, who can now expect to benefit from multi-basin
uranium exploration in Canada. With significant funding and an
exceptional team in place, Atha stands ready to accelerate
exploration at Angilak, and drive additional discoveries in the
Athabasca Basin and the Central Mineral Belt. In the two short
year’s of being public, Latitude Uranium has made significant
advancements through exploration and M&A, and I look forward to
supporting the Atha team drive additional growth as a board member.
I would like to thank the Latitude Uranium board and management for
their invaluable support and contributions since inception and wish
them well in their future endeavours.”
The LUR Shares are expected to be delisted from
the Canadian Securities Exchange at market close on March 7, 2024.
ATHA will cause Latitude Uranium to apply to the relevant Canadian
securities regulatory authorities to cease to be a reporting issuer
under applicable Canadian securities laws.
Board of Directors and
Management
ATHA’s board of directors now consists of five
directors, including Mike Castanho (Chair), Doug Engdahl, Sean
Kallir, Jeff Barber and Phil Williams.
The senior management team of ATHA includes Troy
Boisjoli as Chief Executive Officer, Akash Patel as Chief Financial
Officer and Cliff Revering as Vice President, Exploration.
Full details of the Merger and certain other
matters are set out in the management information circular of
Latitude Uranium and can be found under Latitude Uranium’s issuer
profile on SEDAR+ at www.sedarplus.ca. A copy of the early warning
report of ATHA in connection with its acquisition of the LUR Shares
will be filed under LUR’s issuer profile on SEDAR+ and can be
obtained by contacting ATHA as set out below.
Additional Information for Former LUR
Shareholders
In order to receive ATHA Shares in exchange for
LUR Shares, former registered LUR Shareholders must complete, sign,
date and return (together with the certificate or DRS statement
representing their LUR shares) the letter of transmittal that was
mailed to them prior to closing of the Merger. The letter of
transmittal is also available under LUR’s issuer profile on SEDAR+
at www.sedarplus.ca and by contacting Odyssey Trust Company, the
depositary for the transaction, by telephone at: (587) 885-0960 or
by email at: corp.actions@odysseytrust.com.
For those former LUR Shareholders whose LUR
Shares are registered in the name of a broker, investment dealer,
bank, trust company, trust or other intermediary or nominee, they
should contact such nominee for assistance in depositing their LUR
Shares and should follow the instructions of such intermediary or
nominee.
About ATHA
ATHA is a mineral exploration company focused on
the acquisition, exploration, and development of mineral resource
properties. ATHA owns the Angilak and CMB uranium discoveries,
hosting a historic resource estimate of 43.3 million lbs and 14.5
million lbs U3O8, respectively, in addition to 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 6.5 million total acres along with a
10% carried interest portfolio of claims in the Athabasca
Basin operated by NexGen Energy Ltd. and IsoEnergy Ltd.
For more information visit
www.athaenergy.com.
For more information, please
contact:
Troy BoisjoliChief Executive Officer Email:
troy@athaenergy.com1-306-460-5353www.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.
Neither TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) 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 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 ATHA’s ongoing business plan, exploration and work
program.
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 expectations and assumptions concerning the
Arrangement, and that general business and economic conditions will
not change in a material adverse manner. Although Latitude Uranium
and ATHA 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
Latitude Uranium and ATHA with respect to future events and are
necessarily based upon a number of assumptions and estimates that,
while considered reasonable by Latitude Uranium and ATHA, 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:
the TSX Venture Exchange not providing final approval to the
Arrangement and all required matters related thereto; changes to
Latitude Uranium’s and/or ATHA’s current and future business plans
and the strategic alternatives available thereto; regulatory
determinations and delays. Other factors which could materially
affect such forward-looking information are described in the risk
factors in Latitude Uranium’s most recent annual information form,
in Latitude Uranium’s management information circular in connection
with the Meeting, in ATHA’s most recent financial statements and
management discussion and analysis, and in ATHA’s and Latitude
Uranium’s other filings with the Canadian securities regulators
which are available on the Latitude Uranium’s and ATHA’s respective
profiles on SEDAR+ at www.sedarplus.ca. Latitude Uranium and ATHA
do not undertake to update any forward-looking information, except
in accordance with applicable securities laws.
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