Atha Energy Corp. (CNSX:SASK) entered into a definitive arrangement agreement to acquire Latitude Uranium Inc. (CNSX:LUR) for CAD 59.5 million on December 7, 2023. Under the terms of the Latitude Arrangement, Latitude shareholders will receive 0.2769 of a common share of ATHA for each Latitude Share held (the ?Latitude Exchange Ratio?) and the implied consideration per Latitude Share is CAD 0.28. Post completion, Atha, Latitude and 92E will own approximately 47.4%, 24.4%, and 24.4%, respectively of the combined entity. In a related transaction, Atha entered into a binding scheme implementation deed to acquire 92 Energy Limited (ASX: 92E) on December 7, 2023. Also, Atha has entered into an agreement with Eight Capital, as co-lead agent and joint bookrunners with Canaccord Genuity Corp. to raise financing through private placement of approximately CAD 14.048 million. Following completion of the Arrangement, the ATHA Shares will continue to trade on the CSE, subject to approval of the CSE in respect of the ATHA Shares being issued pursuant to the Arrangement. The Latitude Shares will be de-listed from the CSE following closing of the Arrangement. The Arrangement Agreement also provides for customary deal protection measures, including a CAD 1,887,357 termination fee payable by Latitude Uranium or ATHA in certain circumstances.

Post completion, the Company?s board of directors will consist of up to six directors, Mike Castanho (Chairman), Jeffrey Barber, Sean Kallir, Doug Engdahl, Siobhan Lancaster, and another individual to be determined by ATHA and Latitude, upon completion of the Concurrent Financing. The transaction is subject to applicable regulatory approvals, including, but not limited to, CSE approval, the Ontario Superior Court of Justice, ATHA, and Latitude shareholder's approval, necessary conditional approvals of the CSE in respect of the listing and posting for trading of consideration shares, and, dissent rights shall not have been exercised with respect to more than 5% of the issued and outstanding shares. The board of directors of Latitude Uranium as well as Atha have unanimously approved the transaction. As per filling on January 25, 2024, ATHA Energy shareholders approved the transaction. The transaction is expected to close in the first quarter of 2024. As of February 27, 2024, shareholders of Latitude Uranium approved the transaction. Latitude Uranium will seek a final order approving the Arrangement from the Ontario Superior Court of Justice on February 29, 2024. Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including receipt of final court, stock exchange and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement in early March 2024. As of March 2, 2024, ATHA Energy Corp. (CSE: SASK) (FRA: X5U) (OTCQB: SASKF) (ATHA or the Company) is pleased to announce that it received finalapproval to list ATHAs 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. 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 acquisition. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement on or around March 7, 2024.

PI Financial Corp. and Red Cloud Securities Inc. have provided a fairness opinion to the Latitude Board, PI Financial Corp. is acting as financial advisors to Latitude Uranium and Jamie Litchen, Tera Li Parizeau and Davit Akman of Cassels Brock & Blackwell LLP is acting as legal advisor to Latitude Uranium. Red Cloud Securities Inc. has provided a fairness opinion to the Latitude Board. Eight Capital is acting as a financial advisor to ATHA and has provided a fairness opinion to the ATHA Board. Mahdi Shams and Kevin Sorochan of MLT Aikins LLP is acting as a Canadian legal advisor and due diligence provider to ATHA. Cassels Brock & Blackwell and Red Cloud acted as due diligence providers to Latitude. The transfer agent, depositary and registrar for the ATHA Shares in Canada is Odyssey Trust Company. Computershare Investor Services Inc. and Computershare Trust Company of Canada acted as transfer agent to Latitude Uranium. Laurel Hill Advisory Group acting as Latitude Uranium?s proxy solicitation agent. Laurel Hill is expected to receive a fee of CAD 40,000.

Atha Energy Corp. (CNSX:SASK) completed the acquisition of Latitude Uranium Inc. (CNSX:LUR) on March 7, 2024.