X5U ATHA Energy Corp

Atha Energy Agrees to Terms on $10.7 Million Option Agreement with Riverboat Energy Corporation for Vista Project
ATHA Energy Corp. (TSX.V: SASK) (FRA: X5U) (OTCQB: SASKF) (“ATHA” or the “Company”), holder of the largest uranium exploration portfolio in two of the highest-grade uranium districts in the world, is pleased to announce it has entered into a definitive option agreement (the “Option Agreement”) dated effective May 20th, 2024 (the “Effective Date”), with Riverboat Energy Corporation (“Riverboat”) a privately held Canadian exploration company. The Option Agreement grants Riverboat an exclusive option (the “Option”) to acquire an undivided 70% interest in ATHA’s Vista property (the “Vista Property”), situated within the Company’s East Rim Exploration District, located in the Athabasca Basin, Saskatchewan. The Option Agreement is subject to Riverboat fulfilling the option considerations and exploration expenditures detailed in the Option Agreement.

The Option Agreement on the Vista Property follows the similarly announced deal with Inspiration Energy Corp., as announced in the press release of the Company dated April 24, 2024, on two of its other early-stage exploration projects within the Athabasca Basin. These agreements are a result of the work the Company completed during its maiden 2023 Exploration Program, which successfully completed a total of seventeen EM surveys across its 4.1 million-acres of prospective exploration portfolio in the Athabasca Basin. The 2023 program identified hundreds of kilometres of prospective structural corridors and numerous highly prospective targets. ATHA’s exploration portfolio in the Athabasca Basin is divided into four exploration districts (each, an “Exploration District” and together the “Exploration Districts”): Cable Bay, East Rim, North Rim, and West. These Exploration Districts represent all past producing, currently producing, and developing uranium mining camps in the Basin. ATHA is continuing progress on it 2024 Exploration Program focusing on the Angilak Project – which host’s the high-grade uranium Lac 50 Deposit – in Nunavut, the post discovery high-grade uranium GMZ Discovery at the Gemini Project located in Saskatchewan, and its portfolio of early-stage Athabasca Basin exploration projects. The Company will continue to evaluate additional properties across its 8.1 million-acres of prospective mineral claims which cover Canada’s three top uranium jurisdictions – Saskatchewan, Nunavut, and Labrador – for additional strategic partnerships.

Troy Boisjoli, CEO of ATHA Energy commented: “In 2023, ATHA invested in the largest-ever EM survey in the Athabasca Basin, providing the Company with hundreds of kilometers of prospective corridors to further investigate for uranium mineralization in the preeminent location for large-scale uranium discoveries. The datasets resulting from those efforts have invited significant interest from other exploration groups eager to further explore our early-stage properties, offering capital-efficient upside for our shareholders while we continue to make significant investments into post-discovery projects like Angilak and Gemini.”

OPTION TERMS

In accordance with the terms of the Option Agreement, Riverboat can earn a 70% undivided interest (subject to underlying 2.0% NSR royalties on the Vista Property) in the Vista Property by making cash payments to ATHA, issuing common shares of Riverboat to ATHA, and completing expenditures on the Vista Property, each as described below.

Riverboat may exercise the option on the Vista Property by satisfying all of the following conditions:

1. Making an aggregate of $600,000 in cash payments to ATHA as follows:
   1. $50,000 on or before the date that is 30 days from the Effective Date;
   2. $350,000 on or before the date (the “Listing Date”) on which the common shares of Riverboat are listed for trading on a Canadian stock exchange;
   3. $100,000 on or before the second anniversary of the Effective Date; and
   4. $100,000 on or before the third anniversary of the Effective Date.
2. The issuance to ATHA of such number of common shares (each, an “Option Share”) in the capital of Riverboat equal to the quotient obtained by dividing $800,000 by the Price per Share, as follows:
   1. such number of Option Shares equal to the quotient obtained by dividing $600,000 by the Price per Share issuable on the Listing Date;
   2. such number of Option Shares equal to the quotient obtained by dividing $100,000 by the Price per Share issuable on or before the first anniversary of the Effective Date; and
   3. such number of Option Shares equal to the quotient obtained by dividing $100,000 by the Price per Share issuable on or before the second anniversary of the Effective Date.

For the purpose of this section, “Price per Share” means the issue price per share (or unit) in connection with an arm’s length common share (or unit) equity financing completed by Riverboat prior to the issuance of the Option Shares.

3. Incurring and funding aggregate expenditures in the amount of $9,300,000 on the Vista Property over a three-year period, as follows:
   1. Riverboat shall have incurred and funded a minimum of $500,000 of expenditures on the Vista Property on or before the first anniversary of the Effective Date;
   2. Riverboat shall have incurred and funded not less than an aggregate of $2,900,000 of expenditures on the Vista Property on or before the second anniversary of the Effective Date; and
   3. Riverboat shall have incurred and funded not less than an aggregate of $9,300,000 of expenditures on the Vista Property on or before the third anniversary of the Effective Date.

Upon exercise of the option, a joint venture agreement shall be entered into by ATHA and Riverboat, with Riverboat and ATHA (including the carried over interest of the legacy owner) holding a 70% and a 30% interest, respectively.

The Option Agreement is subject to the policies of the TSX Venture Exchange on the part of ATHA, and other customary conditions as set out in the Option Agreement.

Figure 1: Vista Property relative to ATHA’s Athabasca Basin land claims

Qualified Person

The scientific and technical information contained in this news release have been reviewed and approved by Cliff Revering, P.Eng., the Vice President, Exploration of ATHA, who is a "qualified person" as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

About ATHA

ATHA is a Canadian mineral company engaged in the acquisition, exploration, and development of uranium assets in the pursuit of a clean energy future. With a strategically balanced portfolio including three 100%-owned post discovery uranium projects (the Angilak Project located in Nunavut, and CMB Discoveries in Labrador hosting historical resource estimates of 43.3 million lbs and 14.5 million lbs U3O8 respectively, and the newly discovered basement hosted GMZ high-grade uranium discovery located in the Athabasca Basin). In addition, the Company holds the largest cumulative prospective exploration land package (8.1 million acres) in two of the world’s most prominent basins for uranium discoveries - ATHA is well positioned to drive value. ATHA also holds a 10% carried interest in key Athabasca Basin exploration projects operated by NexGen Energy Ltd. and IsoEnergy Ltd. For more information visit www.athaenergy.com.1,2,3.

About Riverboat Energy Corporation

Riverboat Energy Corp. is a private exploration company focused on the natural resources sector. The Company’s principal focus is to explore and advance the Lake Nipigon, Vista, and St. Martin projects which are all located in Canada.

For more information, please refer to Riverboat’s information available on SEDAR+ (www.sedarplus.ca).

For more information, please contact:

Troy BoisjoliChief Executive OfficerEmail: info@athaenergy.comwww.athaenergy.com

Historical Mineral Resource Estimates

All mineral resources estimates presented in this news release are considered to be “historical estimates” as defined under NI 43-101, and have been derived from the following (See notes below). In each instance, the historical estimate is reported using the categories of mineral resources and mineral reserves as defined by the CIM Definition Standards for Mineral Reserves, and mineral reserves at that time, and these “historical estimates” are not considered by ATHA to be current. In each instance, the reliability of the historical estimate is considered reasonable, but a Qualified Person has not done sufficient work to classify the historical estimate as a current mineral resource, and ATHA is not treating the historical estimate as a current mineral resource. The historical information provides an indication of the exploration potential of the properties but may not be representative of expected results.

Notes on the Historical Mineral Resource Estimate for the Angilak Deposit:

1. This estimate is considered to be a “historical estimate” under NI 43-101 and is not considered by any of to be current. See below for further details regarding the historical mineral resource estimate for the Angilak Property.
   1. Mineral resources which are not mineral reserves do not have demonstrated economic viability.
   2. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues.
   3. The quality and grade of the reported inferred resource in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource, and it is uncertain if further exploration will result in upgrading them to an indicated or measured resource category.
   4. Contained value metals may not add due to rounding.
   5. A 0.2% U3O8 cut-off was used.
   6. The mineral resource estimate contained in this press release is considered to be “historical estimates” as defined under NI 43-101 and is not considered to be current.
   7. The “historical estimate” is derived from a Technical Report entitled “Technical Report and Resource Update For The Angilak Property, Kivalliq Region, Nunavut, Canada”, prepared by Michael Dufresne, M.Sc., P.Geol. of APEX Geosciences, Robert Sim, B.Sc., P.Geo. of SIM Geological Inc. and Bruce Davis, Ph.D., FAusIMM of BD Resource Consulting Inc., dated March 1, 2013 for ValOre Metals Corp.
   8. As disclosed in the above noted technical report, the historical estimate was prepared under the direction of Robert Sim, P.Geo, with the assistance of Dr. Bruce Davis, FAusIMM, and consists of three-dimensional block models based on geostatistical applications using commercial mine planning software. The project limits area based in the UTM coordinate system (NAD83 Zone14) using nominal block sizes measuring 5x5x5m at Lac Cinquante and 5x3x3 m (LxWxH) at J4. Grade (assay) and geological information is derived from work conducted by Kivalliq during the 2009, 2010, 2011 and 2012 field seasons. A thorough review of all the 2013 resource information and drill data by a Qualified Person, along with the incorporation of subsequent exploration work and results, which includes some drilling around the edges of the historical resource subsequent to the publication of the 2013 technical report, would be required in order to verify the Angilak Property historical estimate as a current mineral resource.
   9. The historical mineral resource estimate was calculated in accordance with NI 43-101 and CIM standards at the time of publication and predates the current CIM Definition Standards for Mineral Resources and Mineral Reserves (May, 2014) and CIM Estimation of Mineral Resources & Mineral Reserves Best Practices Guidelines (November, 2019).
   10. A thorough review of all historical data performed by a Qualified Person, along with additional exploration work to confirm results would be required to produce a current mineral resource estimate prepared in accordance with NI 43-101.
2. Notes on the Historical Mineral Resource Estimate for the Moran Lake Deposit:
   1. Jeffrey A. Morgan, P.Geo. and Gary H. Giroux, P.Eng. completed a NI 43-101 technical report titled “Form 43-101F1 Technical Report on the Central Mineral Belt (CMB) Uranium Project, Labrador, Canada, Prepared for Crosshair Exploration & Mining Corp.” and dated July 31, 2008, with an updated mineral resource estimate for the Moran Lake C-Zone along with initial mineral resources for the Armstrong and Area 1 deposits. They modelled three packages in the Moran Lake Upper C-Zone (the Upper C Main, Upper C Mylonite, and Upper C West), Moran Lake Lower C-Zone, two packages in Armstrong (Armstrong Z1 and Armstrong Z3), and Trout Pond. These mineral resources are based on 3D block models with ordinary kriging used to interpolate grades into 10 m x 10 m x 4 m blocks. A cut-off grade of 0.015% U3O8 was used for all zones other than the Lower C Zone which employed a cut-off grade of 0.035%. A thorough review of all historical data performed by a Qualified Person, along with additional exploration work to confirm results, would be required to produce a current mineral resource estimate prepared in accordance with NI 43-101 standards.
3. Notes on the Historical Mineral Resource Estimate for the Anna Lake Deposit:
   1. The mineral resource estimate contained in this table is considered to be a “historical estimate” as defined under NI 43-101, and is not considered to be current and is not being treated as such. A Qualified Person has not done sufficient work to classify the historical estimate as current mineral resources. A qualified person would need to review and verify the scientific information and conduct an analysis and reconciliation of historical drill and geological data in order to verify the historical estimate as a current mineral resource.
   2. Reported by Bayswater Uranium Corporation in a Technical Report entitled “Form 43-101 Technical Report on the Anna Lake Uranium Project, Central Mineral Belt, Labrador, Canada”, prepared by R. Dean Fraser, P.Geo. and Gary H. Giroux, P.Eng., dated September 30, 2009.
   3. A 3-dimensional geologic model of the deposit was created for the purpose of the resource estimate using the Gemcom/Surpac modeling software. A solid model was created using a minimum grade x thickness cutoff of 3 meters grading 0.03% U3O8. Intersections not meeting this cutoff were generally not incorporated into the model. The shell of this modeled zone was then used to constrain the mineralization for the purpose of the block model. Assay composites 2.5 meters in length that honoured the mineralized domains were used to interpolate grades into blocks using ordinary kriging. An average specific gravity of 2.93 was used to convert volumes to tonnes. The specific gravity data was acquired in-house and consisted of an average of seventeen samples collected from the mineralised section of the core. The resource was classified into Measured, Indicated or Inferred using semi-variogram ranges applied to search ellipses. All resources estimated at Anna Lake fall under the “Inferred” category due to the wide spaced drill density. An exploration program would need to be conducted, including twinning of historical drill holes in order to verify the Anna Lake Project estimate as a current mineral resource.

Cautionary Statement Regarding Forward-Looking Information

Forward-Looking Information and Statements

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 the grant of the Option thereunder, the ability of ATHA and Riverboat to complete their obligations thereunder, the success and expectations of any exploration activities conducted on the Claims, exchange approval of the Option, the terms of the Options and the value of any securities of Riverboat received by ATHA.

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, the ability of ATHA to obtain approval from the stock exchange for the Option; the ability of ATHA and Riverboat to complete their obligations thereunder, the success and expectations of any exploration activities conducted on the Claims. 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.

Such statements represent the current view of ATHA with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by 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 nature of mineral exploration; commodity pricing; stock market volatility and general market conditions; changes in global and regional demand for products; the business prospects of ATHA and Riverboat, competition; unanticipated changes in market price for ATHA shares; risks inherent in mineral exploration including risks related to worker safety, weather and other natural occurrences, accidents, availability of personnel and equipment, and other factors; inflation; trade uncertainties as a result of, among other things, changes to global trade restrictions and tariffs; the availability of credit on commercially reasonable terms; foreign exchange risks; legal and regulatory risks (including changes in law or regulation); risks related to relationships with stakeholders including any first nations or aboriginal groups; costs of inputs; weather and other acts of god and their impact on activities proposed to by carried on by ATHA or Riverboat. 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 on ATHA’s profile on SEDAR+ at www.sedarplus.ca. ATHA does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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

A photo accompanying this announcement is available at:https://www.globenewswire.com/NewsRoom/AttachmentNg/071ff487-8024-48bf-a19b-d39f46c0294e