Ms. Cheryl Grue reports

ATHABASCA MINERALS INC. ANNOUNCES COURT APPROVAL OF REORGANIZATION AND DELISTING FROM TSX VENTURE EXCHANGE

Athabasca Minerals Inc. has applied to delist its common shares from the TSX Venture Exchange. The delisting is being pursued in accordance with the terms of the subscription agreement between the corporation and Badger Mining Corp. dated Feb. 9, 2024, whereby, among other things, Badger will acquire all of the common shares. The transaction is subject to and has been approved by an order of the Court of King's Bench of Alberta under the Bankruptcy and Insolvency Act (BIA), which order has been granted following an application held the morning of April 19, 2024.

The transaction is expected to close on or before April 29, 2024, and is subject to certain conditions, including, but not limited to, closing requirements set forth in the agreement. A copy of the agreement is available on Athabasca's SEDAR+ profile.

The common shares are currently suspended from trading on the TSX-V and, in connection with the reorganization of the corporation under the BIA as a result of the transaction (including the corporation's application to cease to be a reporting issuer), the TSX-V will proceed to delist the common shares due to the corporation's failure to maintain the exchange requirements of the TSX-V. It is expected that the delisting will be effective at the close of trading on April 24, 2024. The TSX-V is expected to issue a bulletin to this effect on April 22, 2024. The common shares are also quoted on the OTC Pink Market. Concurrent with the delisting from the TSX-V, the corporation expects that the common shares will be delisted from the OTC Pink Market.

As part of the transaction, each outstanding common share will be transferred to a newly incorporated entity (ResidualCo) and cancelled in exchange for one common share of ResidualCo and Badger will be issued 1,000 common shares, such that Badger will become the sole shareholder of Athabasca and the former Athabasca shareholders will own all of the shares of ResidualCo in the same proportion to their prior shareholdings of Athabasca, all as more particularly set forth in the agreement. The purchase price pursuant to the transaction is approximately $29.2-million, which amount will also be transferred to ResidualCo in accordance with the terms and conditions of the agreement and the order of the court. The gross proceeds of the transaction will be used by ResidualCo, under the direction of KSV Restructuring Inc., in its capacity as the corporation's proposal trustee, to satisfy the corporation's obligations and liabilities to its secured and unsecured creditors (whose claims and encumbrances will be transferred to and assumed by ResidualCo). Following the satisfaction and discharge of all such transferred obligations and liabilities and the final payment of professional fees associated with the transaction, any residual value will be distributed to the shareholders of ResidualCo (being the former shareholders of the corporation) and the ResidualCo shares will thereafter be cancelled. The timing of any potential disbursement to shareholders of ResidualCo cannot be confirmed but is anticipated to take several months.

In connection with the transaction, the corporation is applying to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each Canadian jurisdiction in which it is a reporting issuer and expects to cease being a reporting issuer promptly following the closing of the transaction.

About Athabasca Minerals Inc.

Athabasca is an integrated industrial minerals company focused on the production and delivery of frac sand to Canada and the United States. Athabasca also operates aggregate operations in Western Canada and maintains the largest platform for buying, selling and transporting of aggregates through its 100-per-cent-owned technology platform, AMI RockChain.

We seek Safe Harbor.