Mr. Troy Boisjoli reports

ATHA ENERGY ANNOUNCES PROPOSED OPTION AGREEMENTS WITH TERRA URANIUM FOR SPIRE, HORIZON, AND PASFIELD PROJECTS

Atha Energy Corp. has entered into a non-binding letter of intent (LOI) with Terra Uranium Ltd. (T92), whereby the parties will work to negotiate a definitive option and joint venture agreement for T92 to earn an option to acquire a 70-per-cent interest in Atha's Spire and Horizon properties (together, the Spire Horizon projects) and a definitive option and joint venture agreement for Atha to earn an option to acquire up to a 60-per-cent interest in T92's Pasfield Lake property.

Spire Horizon projects

The Spire Horizon projects comprise 12 mineral claims totalling 60,965 hectares, located on the eastern rim of the Athabasca basin in Saskatchewan, within the company's East Rim exploration district. The properties are situated within the Needle Falls shear zone (NFSZ), where the associated crosscutting, regional-scale Tabernor fault -- known for hosting uranium mineralization -- has been identified. The Spire Horizon projects are highly prospective for uranium exploration with numerous uraniferous boulders and outcrops, associated with NFSZ, have been discovered. Recent exploration activities in the area include Atha's Gemini project, which contains the shallow basement-hosted, high-grade-uranium GMZ discovery. In addition to uranium prospectivity, high-grade copper showings in outcrops have been identified, along with anomalous copper returned from testing of lake sediments. During Atha's maiden 2023 exploration program, the company completed electromagnetic (EM) surveys utilizing Xcite's MobileMT (mobile metal ion) and mag system as well as Geotech's VTEM-Max system. Those surveys identified approximately 144 kilometres of cumulative conductors, associated with the NFSZ and regional crosscutting structures. These results demonstrate that the Spire Horizon projects have a high concentration of shallow prospective exploration targets for discovery of uranium mineralization.

Pasfield Lake project

The Pasfield project comprises 16 mineral claims totalling 68,768 hectares, located within the Athabasca basin in Saskatchewan. The Pasfield project is situated within the Cable Bay shear zone, contiguous to the north of Atha's Ridge project within the company's Cable Bay exploration district. During Atha's maiden 2023 exploration program, the company completed an EM survey on Ridge using Xcite's MMT system. Subsequently, in Q1 2024, Atha deployed GNR's airborne gravity system and Space Fleet's ambient noise tomography (ANT). Those surveys resulted in the identification of structural corridors that extend from Ridge through to the Pasfield project -- along which T92's 2023 ANT survey previously detected a low-velocity anomaly -- evidence of a prospective alteration halo. In 2023, T92 completed a reverse circulation (RC) drill exploration program targeting the prospective structural corridor. Drilling intersected anomalous uranium within the sandstone, in addition to the detection of significant helium anomalies, a decay product, and potential pathfinder for uranium mineralization.

T92 has previously made significant investments into project infrastructure at its Pasfield project, including road access and a year-round exploration camp. As part of the option, Atha will have access to this infrastructure, which will significantly decrease capital costs for any future exploration programs at Ridge and the Pasfield project.

Spire Horizon option

In accordance with the terms of the LOI and upon entering into a definitive agreement, Atha shall grant T92 the sole and exclusive right and option to acquire up to a 70-per-cent interest in the Spire Horizon projects in consideration for incurring a minimum of $4.75-million exploration expenditures as set out as follows:

1. On or before Dec. 20, 2024, T92 must incur at least $750,000 of statutory exploration expenditure, which must also include the costs associated with the payment for a mineral exploration assessment report (the first expenditure).
2. On or before Sept. 21, 2025, T92 must incur additional statutory exploration expenditures of at least $1-million (the second expenditure).
3. On or before Sept. 21, 2026, T92 must incur additional statutory exploration expenditures of at least $1-million (the third expenditure).
4. On or before Sept. 21, 2027, T92 must incur additional statutory exploration expenditures of at least $1-million (the fourth expenditure).
5. On or before Sept. 21, 2028, T92 must incur additional statutory exploration expenditures of at least $1-million (the fifth expenditure).

Atha and T92 agree to form a joint venture on the Spire Horizon projects upon the satisfaction of the first expenditure, the second expenditure and the third expenditure, with the initial interest of T92 being a 50-per-cent participating interest and Atha's being a 50-per-cent carried interest (subject to the 5-per-cent carried interest in favour of a third party).

Upon the satisfaction of the fourth expenditure and the fifth expenditure, T92's interest will increase to a 70-per-cent participation interest and Atha's interest will adjust to a 30-per-cent participation interest. If, at any time during the period where Atha holds a carried interest, T92 prepares and delivers a preliminary economic assessment prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, in respect of the Spire Horizon projects to Atha, Atha's carried interest may be converted into a participating interest at the election of Atha.

Pasfield option

In accordance with the terms of the LOI and upon entering into a definitive agreement, T92 shall grant to Atha the four exclusive and separate rights and options to acquire undivided legal and beneficial interests in the Pasfield project as follows:

1. An undivided 15-per-cent interest in the Pasfield project, which may be exercised by either: (a) financing exploration expenditures totalling $1-million; or (b) successfully completing one deep hole of at least 1,000 metres into the geophysical target on or before Dec. 31, 2025;
2. An undivided 15-per-cent interest for a total of 30-per-cent interest in the Pasfield project, which may be exercised by either: (a) financing exploration expenditures totalling $2-million; or (b) successfully completing two deep holes of at least 1,000 metres into the geophysical target on or before Dec. 31, 2026;
3. An undivided 15-per-cent interest in the Pasfield project, which may be exercised by either: (a) financing exploration expenditures totalling $3-million; or (b) successfully completing three deep holes of at least 1,000 metres into the geophysical target on or before Dec. 31, 2027;
4. An undivided 15-per-cent interest in the Pasfield project (the fourth CP option), which may be exercised by either: (a) financing exploration expenditures totalling $4-million; or (b) successfully completing four deep holes of at least 1,000 metres into the geophysical target on or before Dec. 31, 2028.

After exercising each Pasfield option and upon written notice by Atha to T92, each undivided 15-per-cent interest in the Pasfield project can, at Atha's election, be converted into a 1-per-cent net smelter return (NSR) royalty for an aggregate maximum NSR royalty of 4 per cent. Upon the satisfaction of the fourth CP option and assuming Atha has not converted its interests in the Pasfield project into an NSR royalty, the parties will be deemed to form a joint venture on the Pasfield project, with T92 holding an initial 40-per-cent participating interest in the Pasfield joint venture and Atha holding a 60-per-cent participation interest. Atha will also have the sole and exclusive right to access and use all camp facilities located on the Pasfield project for a daily fee to be negotiated between Atha and T92. The full details of the terms will be released in a future press release if the parties proceed to a definitive agreement. The closing of the definitive agreements will be subject to due diligence results as well as receipt of stock exchange and other third party approvals.

About Atha Energy Corp.

Atha is a Canadian mineral company engaged in the acquisition, exploration and development of uranium assets in the pursuit of a clean energy future. The company has a strategically balanced portfolio, including three 100-per-cent-owned postdiscovery uranium projects (the Angilak project located in Nunavut; the CMB discoveries in Labrador hosting historical resource estimates of 43.3 million pounds and 14.5 million pounds U3O8 (triuranium octoxide), 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-per-cent carried interest in key Athabasca basin exploration projects operated by NexGen Energy Ltd. and IsoEnergy Ltd.

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