Mr. Troy Boisjoli reports

ATHA ENERGY CLOSES $63 MILLION IN FINANCINGS FROM QUEENS ROAD CAPITAL INVESTMENT & FLOW THROUGH OFFERING

Atha Energy Corp. has closed approximately $63-million in new financing to advance exploration at scale and development of its Angilak project, Nunavut:

• Further to its news releases dated Jan. 13, 2026, and Jan. 22, 2026, the company has closed its private placement of $25-million (U.S.) (approximately $34.13-million (Canadian) (1)) principal amount of unsecured convertible debentures of the company with Queen's Road Capital Investment Ltd. (QRC).
• Further to its news release dated Jan. 15, 2026, the company has closed its best efforts brokered private placement of charity flow-through (FT) common shares of the company, including a full exercise of the agents' option, with Canaccord Genuity Corp. and CIBC Capital Markets acting as co-lead agents and joint bookrunners, together with a syndicate of agents including Stifel Nicolaus Canada Inc., Haywood Securities Inc. and Paradigm Capital Inc., through the issuance of 28,186,500 FT shares at a price per FT share of $1.02 (Canadian) for aggregate gross proceeds of $28,750,230 (Canadian) (the LIFE (listed issuer financing exemption) offering).

QRC investment

Queen's Road Capital Investment 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 Ltd.'s development, investing $100-million (U.S.) between 2020 and 2023.

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, based on the Bank of Canada daily exchange rate applicable at such time and subject to adjustment in certain events.

The debentures are issued pursuant to the terms of a debenture indenture dated Feb. 5, 2026, between the company and Odyssey Trust Company, as debenture trustee, and are unsecured obligations of the company that mature Feb. 5, 2031, and 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, subject to the approval of the TSX Venture Exchange, 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 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.

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, based on the Bank of Canada daily exchange rate applicable at such time and subject to adjustment in certain events.

The net proceeds from the QRC investment 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.

In connection with the QRC investment, the company also paid to QRC an establishment fee of 3 per cent of the principal amount of the debentures by the issuance of 1,552,900 shares.

In accordance with the policies of the TSX-V, the maximum number of shares issuable pursuant to the conversion of the principal amount of the debentures shall be 45,553,580.

All securities issued in connection with the QRC investment are subject to a statutory hold period expiring four months and one day following the date of issuance, in accordance with applicable Canadian securities legislation.

The company also granted QRC the option, exercisable for a period of two years, 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, subject to the approval of the TSX-V.

In connection with the QRC investment, the company also paid a cash finder's fee of $625,000 (U.S.) to H&P Advisory Ltd.

LIFE offering

The LIFE offering was conducted pursuant to an agency agreement dated Feb. 5, 2026, between the company and the agents.

The company will use an amount equal to the gross proceeds received by the company from the sale of the FT shares, pursuant to the Income Tax Act (Canada), to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures (as both terms are defined in the tax act) related to the company's projects in Canada, as more fully described in the listed issuer financing exemption offering document of the company dated Jan. 15, 2026, a copy of which is available on its SEDAR+ profile, on or before Dec. 31, 2027, and to renounce all the qualifying expenditures in favour of the subscribers of the FT shares effective Dec. 31, 2026. In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2026, for each FT share purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the company will indemnify each subscriber of the FT shares for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction as agreed.

The FT shares may be sold to initial purchasers or agents acting on behalf of disclosed principals that intend to: (i) donate such FT shares to registered charitable organizations, who may in turn choose to sell such FT shares to purchasers arranged by the agents; (ii) immediately sell the FT shares subscribed for to purchasers arranged by the agents; or (iii) any combination of (i) and (ii), in each case, without further action or involvement by the company. The secondary shares will not qualify as flow-through shares within the meaning of Subsection 66(15) of the tax act for any subsequent purchaser and consequently the company will only renounce qualifying expenditures to the initial purchasers of the FT shares.

In accordance with National Instrument 45-106, Prospectus Exemptions, the FT shares were sold to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 as amended and supplemented by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The FT shares issued to Canadian resident subscribers in the LIFE offering are not subject to a hold period pursuant to applicable Canadian securities laws.

In connection with the closing of the LIFE offering and as consideration for the services rendered by the agents under the LIFE offering, the agents received a cash fee representing 6.0 per cent of the aggregate gross proceeds from sales of the FT shares under the LIFE offering.

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 (more 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 and IsoEnergy Ltd.

(1) Converted to Canadian dollars based on Feb. 3, 2026, conversion pricing.

We seek Safe Harbor.