Mr. Troy Boisjoli reports

ATHA ENERGY ANNOUNCES UPSIZING OF CONVERTIBLE DEBENTURE FINANCING TO USD$25 MILLION

Further to Atha Energy Corp.'s press release dated Jan. 13, 2026, the company has increased the size of its previously announced private placement with Queen's Road Capital Investment Ltd. (QRC) due to strong investor demand. The newly upsized offering will consist of $25-million (U.S.) (approximately $34.5-million) principal amount of unsecured convertible debentures of the company.

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 common shares of the company at a price per share of 85 cents, based on the Bank of Canada daily exchange rate and subject to adjustment in certain events.

Queen's Road Capital Investment Ltd. (Toronto Stock Exchange: QRC) is a dividend-paying, leading financier to the global resource sector. 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 $100-million (U.S.) between 2020 and 2023.

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, subject to the approval of the TSX Venture Exchange, at a price per share equal to the greater of the volume-weighted average trading price (VWAP) of the shares on the TSX-V (or such other Canadian stock exchange on which the shares may be listed from time to time) for the 20 trading days ending three trading days 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, subject to regulatory (including TSX-V) approvals, to acquire an additional $25-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.