Mr. Troy Boisjoli reports

ATHA ENERGY ANNOUNCES USD$20 MILLION CONVERTIBLE DEBENTURE FINANCING

Atha Energy Corp. has entered into a binding term sheet with Queen's Road Capital Investment Ltd. (QRC) for a private placement of $20-million (U.S.) (about $27.7-million) principal amount of unsecured convertible debentures of the company. Additionally, QRC will retain a two-year option to purchase an additional $20-million (U.S.) debentures at a price per common share equal to 130 per cent of market price.

Proceeds from the offering will be used to finance the exploration and development of the company's Angilak uranium project located in Nunavut, Canada, and for general corporate purposes.

The principal amount of the debentures will be convertible, in whole or in part, at the option of the holder thereof, into shares at a price per share of 85 cents per share, based on the Bank of Canada daily exchange rate and subject to adjustment in certain events.

Queen's Road Capital Investment Ltd. is a dividend-paying, leading financier to the global resource sector. QRC is a resource-focused investment company, making investments in privately held and publicly traded resource companies. QRC acquires and holds securities for long-term capital appreciation, with a focus on convertible debt securities and resource projects in advanced development or production located in safe jurisdictions. QRC was a critical supporter of NexGen Energy's development, investing approximately $100-million (U.S.) between 2020 and 2023.

Troy Boisjoli, chief executive officer and director of Atha, commented: "Queen's Road Capital has a proven track record of recognizing and investing early in top tier uranium exploration assets and companies, such as NexGen Energy and IsoEnergy. The investment by QRC is a tremendous vote of confidence and recognition of the potential that Atha sees at its Angilak uranium project in Nunavut.

"In 2025, the company followed up on the success of its maiden 2024 campaign by focusing exploration on regional high-priority target areas, designed to unlock the prospectivity of the Angikuni basin. As a result, Atha made five new uranium discoveries across the three currently defined mineralized corridors at Angilak: The mineralized RIB corridor (MRC) anchored by the RIB North discovery, the KU-Nine Iron corridor and expansion of mineralization along the Lac 50 deposit corridor outside of exploration target footprint.

"The Angilak uranium project is something truly unique in uranium exploration -- the project encompasses an entire basin with more than 10 uranium discoveries, all open and unconstrained, with unparalleled upside for additional discoveries. Atha has the right project and the right team, and with today's announcement of QRC's investment now has all components in place to unlock the potential of Angilak."

Warren Gilman, chairman and CEO of QRC, commented: "Queen's Road Capital is thrilled to support the next phase of development at the Angilak uranium project in Nunavut following the 2025 discovery of the mineralized RIB corridor with intercepts including 8.16 per cent U3O8 over 0.5 metre and 4.81 per cent U3O8 over 1.1 metres. The Angikuni basin, which Atha Energy owns in its entirety, is returning some of the best uranium intercepts in Canada outside the Athabasca basin in Saskatchewan. This investment complements our other high-quality asset uranium investments, including NexGen Energy and IsoEnergy."

The debentures will bear interest at a rate of 12 per cent per annum, payable quarterly, over a five-year term.

Two-thirds of the interest (8 per cent per annum) will be payable in cash and one-third of the interest (4 per cent per annum) will be payable at a price per share equal to the greater of the volume-weighted average trading price (VWAP) of the shares on the TSX Venture Exchange (or such other Canadian stock exchange on which the shares may be listed from time to time) for the 20 trading days ending on the last trading day prior to the date on which such interest is due, and the minimum price permitted by the policies of the TSX-V.

In connection with the offering and, subject to the receipt of all necessary regulatory approvals (including the TSX-V), the company will also enter into an investor rights agreement with QRC containing provisions relating to, among other things, voting alignment, standstill and transfer restriction covenants. The company will also grant QRC the option, exercisable for a period of two years, to acquire an additional $20-million (U.S.) of debentures on substantially the same terms as the debentures, including at a price per share equal to 130 per cent of the then market price. At Closing of the offering, the company will also pay to QRC in cash or shares, at the option of QRC, an establishment fee of 3 per cent of the principal amount of the debentures.

Closing of the offering is subject to customary closing conditions, including the completion of business, legal and financial due diligence satisfactory to QRC, the receipt of all necessary regulatory approvals (including the TSX-V), the completion of definitive documentation (which shall include other customary terms for a transaction of this nature), and there being no material adverse change in the business of the company, or a major event of national or international consequence that disrupts the financial markets or the business, operations or affairs of the company.

About Atha Energy Corp.

Atha Energy is a uranium mineral exploration company with a strategically balanced portfolio including three 100-per-cent-owned post discovery uranium projects (the Angilak uranium project located in Nunavut, CMB Discoveries in Labrador and the newly discovered basement hosted GMZ high-grade uranium discovery located in the Athabasca basin) and the largest cumulative prospective exploration land package (greater than seven million acres) in two of the world's most prominent basins for uranium discoveries. Atha Energy also holds a 10-per-cent carried interest in key Athabasca basin exploration projects operated by NexGen Energy Ltd. (Toronto Stock Exchange: NXE) and IsoEnergy Ltd. (TSX: ISO).

We seek Safe Harbor.