ATHA Energy Corp. (
CSE: SASK)
(
FRA: X5U) (
OTCQB: SASKF)
(“
ATHA”) is pleased to announce that it has: (i)
entered into a definitive arrangement agreement (the
“
Latitude Arrangement Agreement”) with Latitude
Uranium Inc. (CSE: LUR) (“
Latitude”) pursuant to
which ATHA proposes to acquire all of the issued and outstanding
common shares of Latitude (the “
Latitude Shares”)
by way of a court-approved plan of arrangement under the Business
Corporations Act (Ontario) (the “
Latitude
Arrangement”); and (ii) entered into a binding scheme
implementation deed (the “
92E SID”) with 92 Energy
Limited (ASX: 92E) (“
92E”) pursuant to which ATHA
proposes to acquire all of the issued and outstanding fully paid
ordinary shares of 92E (the “
92E Shares”) by way
of a scheme of arrangement pursuant to Part 5.1 of the Australian
Corporations Act 2001 (Cth) (the “
92E Scheme”, and
together with the Latitude Arrangement, the
“
Transactions”). ATHA further proposes to complete
one or more financings on terms further described below to raise up
to approximately C$14 million in connection with the Transactions
(the “
Concurrent Financing”).
Copies of each of the Latitude Arrangement
Agreement and the 92E SID will be available on ATHA’s SEDAR+
profile at www.sedarplus.ca.
Strategic Rationale for the
Transactions
- Largest
Exploration Portfolio in Canada: The combined company is
expected to provide shareholders with exposure to 7.1 million acres
of exploration acreage spread across Canada’s top three uranium
jurisdictions, representing the largest exploration portfolios in
some of the highest-grade uranium districts in the world.
-
Institutional Participation: Significantly larger
market capitalization of the combined company is expected to
improve liquidity and attract increased institutional investor
interest, as demonstrated by IsoEnergy and Mega Uranium’s support
for the Transactions as a lead investor in the Concurrent
Financing.
-
Historical Resources with Expansion Potential: The
Company will hold two projects with significant expansion potential
with historical mineral resource estimates of:
- 2.8 million
tons at 0.69% U3O8 containing 43.3 million lbs of U3O8 Inferred at
the Angilak Deposit in Nunavut1; and
- 14.7 million
tons at 0.03% U3O8 containing 5.2 million lbs of U3O8 Indicated and
28.3 million tons at 0.03% U3O8 containing 4.4 million lbs of U3O8
Inferred at Moran Lake2 and 5.1 million tons at 0.04% U3O8
containing 4.9 million lbs of U3O8 Inferred at Anna Lake3, both in
the Central Mineral Belt (“CMB”) of Labrador.
-
Provides Exposure to a Recent Discovery Along a Mineralized
Trend: The Gemini Discovery in the Athabasca Basin is a
high-grade, basement hosted discovery along a mineralized trend
with tremendous potential for additional discovery along an
underexplored corridor.
- Robust
Pipeline of Exploration Catalysts: The planned 2024
exploration program is expected to include: post-discovery corridor
expansion geophysics and drilling, greenfield exploration programs,
and results from NexGen Energy’s summer 2023 drilling program on
areas including ATHA’s 10% carried interest, which constitutes
NexGen Energy’s largest exploration program since the discovery of
the Arrow Deposit.
- Strong
Balance Sheet to Execute on Growth Initiatives: With no
debt and a forecast cash balance of over C$55 million on completion
of the Transactions and assuming completion of best efforts
Concurrent Financing, the Company’s exploration activities are
expected to be fully funded well into 2025.
-
Exceptional Leadership Team: The amalgamated board
and management have decades of experience, with the demonstrated
track record in all facets of uranium exploration, development
operations, and capital formation needed to drive growth in uranium
resource and build shareholder value.
Troy Boisjoli, Chief Executive Officer of ATHA,
commented: “We are thrilled for ATHA to have such an incredible
opportunity to create Canada’s premier exploration company during a
period where the world’s increasing adoption of nuclear energy is
calling for new supplies of uranium. By combining highly
complimentary exploration assets from across the exploration risk
curve in top-tier Canadian mining jurisdictions, we believe the
combined entity will own one of the most complete portfolios of
uranium assets in the entire sector and are thrilled to be able to
leverage the combined team’s technical and financial resources to
maximize the value of this opportunity.”
Siobahn Lancaster, Chief Executive Officer of
92E, commented: “This merger helps realize the true value of 92E
assets, while combining three excellent teams that have the
resources to pursue uranium exploration at an unprecedented scale.
Our shareholders will be given the opportunity to be part of the
premier Canadian uranium explorer with outstanding growth potential
underpinned by a significant discovery, immense exploration upside,
robust funding, highly regarded management, and extensive local
contact network."
John Jentz, Chief Executive Officer of Latitude,
commented: “We are very excited to be part of such a transformative
transaction to create an unparalleled uranium exploration company
focused on Canada's three major uranium districts. The benefits for
LUR shareholders are clear, an immediate increase in value combined
with ongoing exposure to one of the most robust portfolios of
high-upside uranium assets in the entire sector. The combined
company will be fully funded with $55 million4 in cash and boasts a
suite of highly complementary uranium assets across the exploration
spectrum. The combined company will have increased scale and
prospectivity and we believe it will be a go-to name in the uranium
exploration industry."
Anticipated Benefits to ATHA Shareholders
- Builds on the
quality of ATHA’s existing exploration portfolio of tier 1 targets
by providing ATHA with access to advanced corridor expansion upside
in friendly and stable jurisdictions;
- Adds exposure
to the expansion of the underexplored Angilak Project, which hosts
a historical resource of 43 million lbs of U3O81 with expansion
potential in every direction, while ranking amongst the
highest-grade uranium deposits globally outside of the Athabasca
Basin;
- Entry to
Labrador’s prolific Central Mineral Belt through the CMB uranium
project, which hosts an underexplored historical resource of 14
million lbs U3O82,3 and is located adjacent to Paladin Energy’s
Michelin Deposit;
- Adds exposure
to the Gemini Discovery, with significant expansion and discovery
upside potential within the Athabasca Basin’s newest discovery
corridor; and
- Increased scale
providing for greater access to capital, added liquidity, and
expanded research coverage.
The Latitude Arrangement
Latitude is an exploration stage uranium company
listed on the Canadian Securities Exchange (the
“CSE”) focused on the Angilak uranium project in
Nunavut, Canada and the CMB uranium project located in Newfoundland
and Labrador, Canada. Together, the Angilak and CMB projects host
significant historical resources1,2,3 and are undergoing active
district-scale uranium exploration programs to determine the
potential to expand project corridors.
Under the terms of the Latitude Arrangement,
Latitude shareholders (the “Latitude
Shareholders”) will receive 0.2769 of a common share of
ATHA (each whole share, an “ATHA Share”) for each
Latitude Share held (the “Latitude Exchange
Ratio”). The Latitude Exchange Ratio was determined giving
consideration to recent average trading prices for each of Latitude
and ATHA. Based upon ATHA’s reference price of C$1.00, the implied
consideration per Latitude Share is C$0.28, representing a 68%
premium to Latitude’s closing price on December 6, 2023.
Additionally, each incentive stock option of
Latitude will be exchanged for incentive stock options of ATHA on
substantially the same basis as the Latitude Exchange Ratio and
following the effective time of the Latitude Arrangement, warrants
to purchase Latitude Shares will only evidence the right to receive
that number of ATHA Shares, upon exercise in accordance with the
terms thereto, that such holder of Latitude warrants would have
been entitled if such holder had exercised such Latitude warrants
into Latitude Shares immediately prior to the effective time of the
Latitude Arrangement.
Summary of the Latitude Arrangement
The Latitude Arrangement will be effected by way
of a court-approved plan of arrangement pursuant to the Business
Corporations Act (Ontario).
The Latitude Arrangement Agreement includes
customary representations and warranties for a transaction of this
nature as well as customary interim period covenants regarding the
operation of ATHA and Latitude’s respective businesses. The
Latitude Arrangement Agreement also provides for customary
deal-protection measures, including a $1,887,357 termination fee
payable by Latitude or ATHA in certain circumstances. In addition
to shareholder and court approvals, closing of the Latitude
Arrangement is subject to applicable regulatory approvals,
including, but not limited to, CSE approval and the satisfaction of
certain other closing conditions customary for transactions of this
nature. Completion of the Latitude Arrangement is not subject to
the completion of 92E Scheme.
Subject to the satisfaction of these conditions,
ATHA and Latitude expect that the Latitude Arrangement will be
completed in the first quarter of 2024.
Following completion of the Latitude
Arrangement, the ATHA Shares will continue to trade on the CSE,
subject to approval of the CSE in respect of the ATHA Shares being
issued pursuant to the Latitude Arrangement. The Latitude Shares
will be de-listed from the CSE following closing of the Latitude
Arrangement.
Details regarding these and other terms of the
Latitude Arrangement are set out in the Latitude Arrangement
Agreement, which will be available under the SEDAR+ profiles of
ATHA and Latitude at www.sedarplus.ca.
Full details of the Latitude Arrangement will
also be included in the Latitude Circular which will be available
under Latitude’s SEDAR+ profile.
The 92E Scheme
92E is an exploration stage uranium company
listed on the Australian Securities Exchange (the
“ASX”) focused on exploration of its nine uranium
exploration projects all located within the Athabasca Basin region
of Canada.
Under the terms of the 92E SID, 92E shareholders
(the “92E Shareholders”) will, conditional on the
92E Scheme becoming effective, receive 0.5834 of an ATHA Share for
each 92E Share held at the 92E Scheme record date (the “92E
Exchange Ratio”). The 92E Exchange Ratio was determined
giving consideration to recent average trading prices for each of
92E and ATHA. Based upon ATHA’s reference price of C$1.00, the
implied consideration per 92E Share is C$0.58, representing a 78%
premium to 92E’s closing price on December 7, 2023.
Additionally, the existing 92E options will be
cancelled and, conditional on the 92E Scheme being effective,
exchanged for ATHA Shares pursuant to the ratios set forth in the
92E SID and based, inter alia, upon the exercise price of such 92E
options. All 92E performance rights automatically vest and will be
converted into 92E Shares immediately prior to the 92E Scheme
becoming effective and prior to the 92E Scheme record date in
accordance with the provisions of the 92E SID.
Summary of the 92E Scheme
The 92E Scheme will be effected and made
effective by way of a court-approved Scheme of Arrangement between
92E and 92E Shareholders.
The 92E SID includes customary representations
and warranties for a transaction of this nature as well as
customary interim period covenants regarding the operation of ATHA
and 92E’s respective businesses. The 92E SID also provides for
customary deal-protection and exclusivity measures in respect of
both parties (including “no shop”, “no talk” and “no due diligence”
restrictions, notification obligations and a “matching right” in
favour of the other party), and a reciprocal reimbursement fee in
an amount equal to 1.0% of the value of the 92E Scheme payable by
92E or ATHA in certain circumstances. The 92E SID also includes a
separate break fee regime payable by ATHA to 92E in the event that
92E terminates the 92E SID in the following circumstances: (i) the
Latitude Arrangement is validly terminated in accordance with its
terms and 92E provides written notice to ATHA of its preference
that the 92E Scheme does not proceed; or (ii) an event occurs and
is continuing that, in 92E’s opinion, entitles ATHA to terminate
the Latitude Arrangement and, following consultation between the
parties, provides ATHA with written notice of its preference that
Atha terminate the Latitude Arrangement.
Subject to the satisfaction of these conditions,
ATHA and 92E expect that the 92E Scheme will be implemented early
in the second quarter of 2024.
Following implementation of the 92E Scheme, the
ATHA Shares will continue to trade on the CSE, subject to approval
of the CSE in respect of the ATHA Shares being issued pursuant to
the 92E Scheme. Following implementation of the 92E Scheme, 92E
will apply to ASX to have 92E removed from the official list of
ASX, and quotation of 92E Shares on ASX terminated.
Details regarding these and other terms of the
92E Scheme are set out in the 92E SID, which will be available
under the SEDAR+ profile of ATHA at www.sedarplus.ca.
A scheme booklet will be sent to all 92E
Shareholders in due course. The booklet will contain full details
of the proposed 92E Scheme, including the basis for the unanimous
recommendation of the board of directors of 92E (the “92E
Board”) that 92E Shareholders approve the proposed 92E
Scheme in the absence of a superior proposal and subject to the
independent expert appointed by 92E concluding that the 92E Scheme
is in the best interests of 92E Shareholders.
Meeting and Board of Directors’
Recommendations
Latitude Meeting and Recommendation of the
Latitude Board
The Latitude Arrangement requires (i) the
approval of the Ontario Superior Court of Justice (Commercial
List), and (ii) the approval of (A) 66 2/3% of the votes cast on
the Latitude Arrangement Resolution by the Latitude Shareholders;
and (B) if required, a simple majority of the votes cast on the
Latitude Arrangement Resolution by Latitude Shareholders, excluding
Latitude Shares held or controlled by persons described in terms
(a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions,
at the Latitude Meeting.
Each of the directors and executive officers of
Latitude, together with IsoEnergy Ltd., representing an aggregate
of approximately 16.2% of the issued and outstanding Latitude
Shares, have entered into voting support agreements with ATHA,
pursuant to which they have agreed, among other things, to vote
their Latitude Shares in favour of the Latitude Arrangement
Resolution at the Latitude Meeting.
After consultation with its financial and legal
advisors, the board of directors of Latitude (the “Latitude
Board”) unanimously determined that the Latitude
Arrangement is in the best interests of Latitude and approved the
Latitude Arrangement Agreement. Accordingly, the Latitude Board
unanimously recommends that Latitude Shareholders vote in favour of
the resolution (the “Latitude Arrangement
Resolution”) to approve the Latitude Arrangement.
PI Financial Corp. and Red Cloud Securities Inc.
have each provided a fairness opinion to the Latitude Board,
stating that, as of the date of such opinion, and based upon and
subject to the assumptions, limitations and qualifications stated
in such opinion, the consideration to the Latitude Shareholders
under the Latitude Arrangement Resolution is fair, from a financial
point of view, to Latitude Shareholders (the “Latitude
Fairness Opinions”).
The full text of the Latitude Fairness Opinions,
which describe, among other things, the assumptions made,
procedures followed, factors considered and limitations and
qualifications on the review undertaken, and the terms and
conditions of the Latitude Arrangement, will be included in the
management information circular of Latitude (the “Latitude
Circular”), to be delivered to Latitude Shareholders in
respect of a special meeting of the Latitude Shareholders to be
held to consider the Latitude Arrangement (the “Latitude
Meeting”), which is expected to take place in Q1 2024.
92E Meeting and Recommendation of the 92E
Board
The 92E Scheme is further subject to approval by
the 92E Shareholders at a meeting of such 92E Shareholders to be
called for the purposes of approving the 92E Scheme (the
“92E Meeting”) by the requisite majorities under
section 411(4)(a) of the Australian Corporations Act 2001
(Cth).
Each of the directors and executive officers of
92E representing an aggregate of approximately 4.09% of the issued
92E Shares, have indicated that they intend to vote their 92E
Shares in favour of the resolution of 92E Shareholders to approve
the 92E Scheme (the “92E Scheme
Resolution”) at the 92E Meeting.
After consultation with its financial and legal
advisors, the 92E Board unanimously determined that the 92E Scheme
is in the best interests of 92E Shareholders and approved the 92E
SID. Accordingly, the 92E Board unanimously recommends that 92E
Shareholders vote in favour of the 92E Scheme Resolution to approve
the 92E Scheme in the absence of a superior proposal and subject to
the independent expert opining the 92E Scheme is in the best
interests of 92E Shareholders.
ATHA Meeting and Recommendation of the ATHA
Board
The issuance of ATHA Shares by ATHA in
connection with the Transactions (the “ATHA Transactions
Resolution”) is subject to the approval of a majority of
the votes cast by the ATHA shareholders voting in person or
represented by proxy at a special shareholders’ meeting of ATHA
(the “ATHA Meeting”) to be called for the purposes
of approving the ATHA Transactions Resolution.
Each of the directors and executive officers of
ATHA, together with the New Saskatchewan Syndicate, representing an
aggregate of approximately 32.2% of the issued and outstanding ATHA
Shares have entered into voting support agreements, pursuant to
which they have agreed, among other things, to vote their ATHA
Shares in favour of the Latitude Arrangement at the ATHA
Meeting.
After consultation with its financial and legal
advisors, the ATHA board of directors (the “ATHA
Board”) unanimously determined that the Transactions are
in the best interests of ATHA and approved the Latitude Arrangement
Agreement and 92E Scheme. Accordingly, the ATHA Board unanimously
recommends that, in the absence of a superior proposal, ATHA
shareholders vote in favour of the ATHA Transactions Resolution at
the ATHA Meeting.
Eight Capital provided a fairness opinion to the
ATHA Board stating that, as of the date of such opinion, and based
upon and subject to the considerations, assumptions, limitations
and qualifications set out therein, the consideration to be
provided under each of the Transactions is fair, from a financial
point of view, to ATHA.
Additional details regarding the Transactions
will be included in the management information circular of ATHA
(the “ATHA Circular”), to be
delivered to ATHA Shareholders in respect of the ATHA Meeting which
is expected to take place in Q1 2024.
The Resulting Issuer
Pro Forma Capitalization
Assuming the completion of both the Latitude
Arrangement and the 92E Scheme but excluding any securities to be
issued in connection with the Concurrent Financing, the implied
market value of ATHA post-Transactions (the
“Company”) is expected to be approximately C$267
million with existing shareholders of ATHA, Latitude and 92E owning
approximately 49.25%, 25.38%, and 25.37% of the Company
respectively, on a fully-diluted in-the-money basis.4
Board of Directors
The Company’s board of directors (the
“Company Board”) will consist of up to six
directors, four of whom will be selected by ATHA from the existing
ATHA directors, one of whom will be selected by Latitude from the
existing Latitude directors, and one of whom will be selected by
92E from the existing 92E directors. ATHA shall take such necessary
steps as may be required to permit the constitution of the Company
Board including obtaining the approval of ATHA shareholders with
respect to the increase to the size of the Company Board at the
ATHA Meeting.
Concurrent Financing
In connection with the Transactions, ATHA has
entered into an agreement with Eight Capital, as co-lead agent and
joint bookrunners with Canaccord Genuity Corp. (together with a
syndicate of agents, the “Agents”) in connection
with a “best efforts” private placement of: (i) up to a combination
of up to 6,400,000 charitable federal flow-through ATHA Shares (the
“ATHA Federal CFT Shares”) and charitable
Saskatchewan flow-through ATHA Shares (the “ATHA
Saskatchewan CFT Shares” and, together with the ATHA
Federal CFT Shares, the “Offered Shares”) at an
issue price of $1.57 per ATHA Federal CFT Share and $1.75 per ATHA
Saskatchewan CFT Share respectively (the “CFT
Offering”); and (ii) up to 4,000,000 subscription receipts
of ATHA (the “Subscription Receipts”) at an issue
price of $1.00 per Subscription Receipt (the “SR
Offering” and together with the CFT Offering, the
“Offering”) for aggregate gross proceeds of up to
$14,048,000 assuming all of the Offered Shares are issued as ATHA
Federal CFT Shares.
The Agents will have an option (the
“Agents’ Option”) to increase the size of the CFT
Offering by up to 15% through the sale of up to 960,000 additional
Offered Shares at the requisite price, which Agents’ Option is
exercisable, in whole or in part, at any time up to 48 hours prior
to closing of the Offering.
Each Subscription Receipt will entitle the
holder thereof to receive, for no additional consideration and
without further action on part of the holder thereof, on or about
the date both Transactions are completed, one ATHA Share.
The net proceeds of the Offering will be used to
advance exploration and development of ATHA’s uranium assets, as
well as for working capital and general corporate purposes.
ATHA agrees and covenants, pursuant to the
provisions in the Income Tax Act (Canada) (the “Tax
Act”), that it will, in the case of the Offered Shares,
incur eligible “Canadian exploration expenses” which qualifies as
“flow-through critical mining expenditures” within the meaning of
the Tax Act and, in the case of the ATHA Saskatchewan CFT Shares,
“eligible flow-through mining expenditures”, within the meaning of
The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan)
(the “Qualifying Expenditures”) after the closing
date and on or prior to December 31, 2024 in the aggregate amount
of not less than the total amount of the gross proceeds raised from
the issue of Offered Shares. ATHA shall renounce the Qualifying
Expenditures so incurred to the purchasers of Offered Shares
effective on or prior to December 31, 2023.
The Offering is expected to close on or about
December 28, 2023, with the gross proceeds of the SR Offering to be
held in escrow pending the satisfaction of customary escrow release
conditions.
The Offering is subject to customary closing
conditions, including the approval of the securities’ regulatory
authorities and the CSE.
Other Business
ATHA further announces that Blake Steele has
resigned from the ATHA Board effective immediately to pursue other
opportunities. ATHA would like to thank Mr. Steele for his
invaluable contributions and wishes him the best in his future
endeavours.
ATHA further announces that it has granted an
aggregate of 1,600,000 incentive stock options
(“Options”) and 1,700,000 restricted share
units (“RSUs”) to certain eligible participants
under ATHA’s Equity Incentive Plan. Upon vesting, each Option shall
be exercisable to acquire one common share for a period of ten
years at an exercise price of $1.01. Each RSU, which shall vest on
the twelve-month anniversary of the date of issuance thereof, and
shall entitle the holder thereof to the issuance of one ATHA Share
upon redemption thereof.
A copy of ATHA’s Equity Incentive Plan is
available under ATHA’s SEDAR+ profile at www.sedarplus.ca.
ATHA also announces that it has entered an
investor relations consulting agreement with each of Spark Newswire
(“Spark”, and the agreement entered into between
ATHA and Spark the “Spark
Agreement”) and Quantum Ventures SEZC
(“Quantum”, and the agreement entered into between
ATHA and Quantum the “Quantum Agreement”).
Pursuant to the Spark Agreement, Spark shall
provide certain brand awareness and strategy, content and
communication strategy and technical analysis of market strategy
services to ATHA in consideration for a monthly cash fee of
C$49,999.00 for an initial term of two (2) months subject to
extension by mutual agreement. Pursuant to the Quantum Agreement,
Quantum shall provide certain media creation, online awareness
strategy and other services to ATHA in consideration for a cash fee
of US$60,000 for an initial term of six (6) months subject to
extension by mutual agreement. Each of Spark and Quantum is an
arm’s length third party to ATHA.
The services to be provided by Spark will be
principally provided through Stephen Hnatko, 800-885 West Georgia
Street Vancouver, BC V6C 3H1, 604-761-0543.
The services to be provided by Quantum will be
principally provided through Greg Wallis, 11 Dr. Roys Drive, George
Town, Grand Cayman KY1-1003, gw@quantumventures.co,
345-516-7002.
Advisors
Eight Capital is acting as financial advisor to
ATHA and has provided a fairness opinion to the ATHA Board. MLT
Aikins LLP is acting as Canadian legal advisor to ATHA. Hamilton
Locke is acting as Australian legal advisor to ATHA.
Canaccord Genuity is acting as financial advisor
to 92E. Stikeman Elliott LLP is acting as Canadian legal advisor to
92E. Thomson Geer is acting as Australian legal advisor to 92E.
PI Financial Corp. is acting as financial
advisor to Latitude. Cassels Brock & Blackwell LLP is acting as
legal advisor to Latitude. Red Cloud Securities Inc. has provided a
fairness opinion to the Latitude Board.
Qualified Person Statement
The scientific and technical information
contained in this news release with respect to ATHA was prepared by
Chris Brown, P.Geo, who is a “Qualified Person” (as defined in NI
43-101 – Standards of Disclosure for Mineral Projects). Mr. Brown
has verified the data disclosed. For additional information
regarding the ATHA’s properties, please see the technical reports
filed by ATHA copes of which are available on ATHA’s profile at
www.sedarplus.ca.
The scientific and technical information in this
news release with respect to Latitude has been reviewed and
approved by Nancy Normore, M.Sc., P.Geo, the Vice President of
Exploration of Latitude, who is a “Qualified Person” (as defined in
NI 43-101). For additional information regarding the Latitude’s
properties, please see the technical reports filed by Latitude
copes of which are available on Latitude’s profile at
www.sedarplus.ca.
About ATHA
ATHA is a mineral exploration company focused on
the acquisition, exploration, and development of mineral resource
properties. ATHA holds the largest cumulative exploration package
in each of the Athabasca Basin and Thelon Basin, two of the world’s
most prominent basins for uranium discoveries, with 6.1 million
total acres along with a 10% carried interest portfolio of
claims in the Athabasca Basin operated by NexGen Energy Ltd. (TSX:
NXE) and Iso Energy Ltd. (TSX‐V: ISO).
For more information visit
www.athaenergy.com
For more information, please
contact:
Troy BoisjoliChief Executive Officer Email:
troy@athaenergy.com1-306-460-5353www.athaenergy.com
Neither the CSE nor its Market Regulator (as
that term is defined in the policies of the CSE) accepts
responsibility for the adequacy or accuracy of this release.
None of the securities to be issued pursuant to
the Transactions have been or will be registered under the United
States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or any state securities laws, and any
securities issuable in the Transactions are anticipated to be
issued in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the U.S. Securities
Act and applicable exemptions under state securities laws. This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities.
Historical Mineral Resource
Estimates
All mineral resources estimates presented in
this news release are considered to be “historical estimates” as
defined under NI 43-101, and have been derived from the following.
In each instance, the historical estimate is reported using the
categories of mineral resources and mineral reserves as defined by
the CIM Definition Standards for Mineral Reserves, and mineral
reserves at that time, and these “historical estimates” are not
considered by any of the Parties to be current. In each instance,
the reliability of the historical estimate is considered
reasonable, but a Qualified Person has not done sufficient work to
classify the historical estimate as a current mineral resource, and
none of ATHA, Latitude or 92E are treating the historical estimate
as a current mineral resource. The historical information provides
an indication of the exploration potential of the properties but
may not be representative of expected results.
Notes on the Historical Mineral Resource
Estimate for the Angilak Deposit:
1. This estimate is considered
to be a “historical estimate” under NI 43-101 and is not considered
by any of to be current. See below for further details regarding
the historical mineral resource estimate for the Angilak
Property.
- Mineral
resources which are not mineral reserves do not have demonstrated
economic viability.
- The estimate of
mineral resources may be materially affected by geology,
environment, permitting, legal, title, taxation, sociopolitical,
marketing or other relevant issues.
- The quality and
grade of the reported inferred resource in this estimation are
uncertain in nature and there has been insufficient exploration to
define these inferred resources as an indicated or measured mineral
resource, and it is uncertain if further exploration will result in
upgrading them to an indicated or measured resource category.
- Contained value
metals may not add due to rounding.
- A 0.2% U3O8
cut-off was used.
- The mineral
resource estimate contained in this press release is considered to
be “historical estimates” as defined under NI 43-101 and is not
considered to be current.
- Reported by
ValOre Metals Corp. in a Technical Report entitled “Technical
Report and Resource Update For The Angilak Property, Kivalliq
Region, Nunavut, Canada”, prepared by Michael Dufresne, M.Sc.,
P.Geol. of APEX Geosciences, Robert Sim, B.Sc., P.Geo. of SIM
Geological Inc. and Bruce Davis, Ph.D., FAusIMM of BD Resource
Consulting Inc., dated March 1, 2013.
- As disclosed in
the above noted technical report, the historic estimate was
prepared under the direction of Robert Sim, P.Geo, with the
assistance of Dr. Bruce Davis, FAusIMM, and consists of
three-dimensional block models based on geostatistical applications
using commercial mine planning software. The project limits area
based in the UTM coordinate system (NAD83 Zone14) using nominal
block sizes measuring 5x5x5m at Lac Cinquante and 5x3x3 m (LxWxH)
at J4. Grade (assay) and geological information is derived from
work conducted by Kivalliq during the 2009, 2010, 2011 and 2012
field seasons. A thorough review of all the 2013 resource
information and drill data by a Qualified Person, along with the
incorporation of subsequent exploration work and results, which
includes some drilling around the edges of the historical resource
subsequent to the publication of the 2013 technical report, would
be required in order to verify the Angilak Property historical
estimate as a current mineral resource.
- The historical
mineral resource estimate was calculated in accordance with NI
43-101 and CIM standards at the time of publication and predates
the current CIM Definition Standards for Mineral Resources and
Mineral Reserves (May, 2014) and CIM Estimation of Mineral
Resources & Mineral Reserves Best Practices Guidelines
(November, 2019).
Notes on the Historical Mineral Resource
Estimate for the Moran Lake Deposit:
2. Jeffrey A. Morgan, P.Geo.
and Gary H. Giroux, P.Eng. completed a NI 43-101 technical report
titled “Form 43-101F1 Technical Report on the Central Mineral Belt
(CMB) Uranium Project, Labrador, Canada, Prepared for Crosshair
Exploration & Mining Corp.” and dated July 31, 2008, with an
updated mineral resource estimate for the Moran Lake C-Zone along
with initial mineral resources for the Armstrong and Area 1
deposits. They modelled three packages in the Moran Lake Upper
C-Zone (the Upper C Main, Upper C Mylonite, and Upper C West),
Moran Lake Lower C-Zone, two packages in Armstrong (Armstrong Z1
and Armstrong Z3), and Trout Pond. These mineral resources are
based on 3D block models with ordinary kriging used to interpolate
grades into 10 m x 10 m x 4 m blocks. A cut-off grade of 0.015%
U3O8 was used for all zones other than the Lower C Zone which
employed a cut-off grade of 0.035%. A thorough review of all
historical data performed by a Qualified Person, along with
additional exploration work to confirm results, would be required
to produce a current mineral resource estimate prepared in
accordance with NI 43-101 standards.
3. Notes on the Historical Mineral
Resource Estimate for the Anna Lake Deposit:
- The mineral
resource estimate contained in this table is considered to be a
“historical estimate” as defined under NI 43-101, and is not
considered to be current and is not being treated as such. A
Qualified Person has not done sufficient work to classify the
historical estimate as current mineral resources. A qualified
person would need to review and verify the scientific information
and conduct an analysis and reconciliation of historical drill and
geological data in order to verify the historical estimate as a
current mineral resource.
- Reported by
Bayswater Uranium Corporation in a Technical Report entitled “Form
43-101 Technical Report on the Anna Lake Uranium Project, Central
Mineral Belt, Labrador, Canada”, prepared by R. Dean Fraser, P.Geo.
and Gary H. Giroux, P.Eng., dated September 30, 2009.
- A 3-dimensional
geologic model of the deposit was created for the purpose of the
resource estimate using the Gemcom/Surpac modeling software. A
solid model was created using a minimum grade x thickness cutoff of
3 meters grading 0.03% U3O8. Intersections not meeting this cutoff
were generally not incorporated into the model. The shell of this
modeled zone was then used to constrain the mineralization for the
purpose of the block model. Assay composites 2.5 meters in length
that honoured the mineralized domains were used to interpolate
grades into blocks using ordinary kriging. An average specific
gravity of 2.93 was used to convert volumes to tonnes. The specific
gravity data was acquired in-house and consisted of an average of
seventeen samples collected from the mineralised section of the
core. The resource was classified into Measured, Indicated or
Inferred using semi-variogram ranges applied to search ellipses.
All resources estimated at Anna Lake fall under the “Inferred”
category due to the wide spaced drill density. An exploration
program would need to be conducted, including twinning of
historical drill holes in order to verify the Anna Lake Project
estimate as a current mineral resource.
Cautionary Statement Regarding
Forward-Looking Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. These forward-looking statements or information may
relate to the Transactions, including statements with respect to
the expected benefits of the Transactions to ATHA, the ATHA
shareholders, the anticipated composition of the Company Board, the
anticipated mailing of the 92E scheme booklet, ATHA Circular and
Latitude Circular and the date of the 92E Meeting, ATHA Meeting and
Latitude Meeting, timing for closing of the Transactions and
receiving the required regulatory, ATHA shareholders, 92E
Shareholders, Latitude Shareholders and court approvals, stock
exchange (including the CSE and ASX) and other approvals, the
ability of ATHA, Latitude and 92E to successfully close the
Transactions, the terms and closing of the Offering, the incurrence
and renunciation of Qualifying Expenditures by ATHA, any benefits
that may be derived from the Spark Agreement and Quantum Agreement
including any extensions to the terms thereto, and the
participation therein by any Key Investors on the timing and terms
described herein, or at all, the filing of materials on SEDAR+, the
successful integration of the businesses of ATHA, Latitude and 92E,
the prospects of each companies’ respective projects, including
mineral resources estimates and mineralization of each project, and
any expectations with respect to defining mineral resources or
mineral reserves on any of ATHA’s, Latitude’s and 92E’s projects,
the anticipated makeup of the Company Board and management, and any
expectation with respect to any permitting, development or other
work that may be required to bring any of the projects into
development or production.
Forward-looking statements are necessarily based
upon a number of assumptions that, while considered reasonable by
management at the time, are inherently subject to business, market
and economic risks, uncertainties and contingencies that may cause
actual results, performance or achievements to be materially
different from those expressed or implied by forward-looking
statements. Such assumptions include, but are not limited to,
assumptions regarding the Company following completion of the
Transactions, that the anticipated benefits of the Transactions
will be realized, completion of the Transactions, including receipt
of required shareholder, regulatory, court and stock exchange
approvals, the ability of ATHA, 92E and Latitude to satisfy, in a
timely manner, the other conditions to the closing of the
Transactions, other expectations and assumptions concerning the
Transactions, the ability of ATHA, 92E and Latitude to complete its
exploration activities as currently expected, and that general
business and economic conditions will not change in a material
adverse manner. Although each of ATHA, 92E and Latitude have
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information.
Such statements represent the current views of
ATHA, 92E and Latitude with respect to future events and are
necessarily based upon a number of assumptions and estimates that,
while considered reasonable by ATHA, 92E and Latitude, are
inherently subject to significant business, economic, competitive,
political and social risks, contingencies and uncertainties. Risks
and uncertainties include, but are not limited to the following:
inability of ATHA, 92E and Latitude to complete the Transactions
and the Offering, a material adverse change in the timing of any
completion and the terms and conditions upon which the Transactions
is completed; inability to satisfy or waive all conditions to
closing the Transactions as set out in the 92E SID and Latitude
Arrangement Agreement; 92E Shareholders not approving the 92E
Scheme; Latitude Shareholders not approving the Latitude
Arrangement; ATHA shareholders not approving the ATHA Transactions
Resolution and the alterations to the Company Board; the inability
of ATHA to complete the Offering; failure by the Key Investors to
participate in the Offering as expected; the inability of ATHA to
obtain the requisite shareholder approval to consummate the
Transactions (as applicable); the CSE not providing approval to the
Transactions and all required matters related thereto; the
inability of the consolidated entity to realize the benefits
anticipated from the Transactions and the timing to realize such
benefits, including the exploration and drilling targets described
herein or elsewhere; unanticipated changes in market price for ATHA
Shares, 92E Shares and/or Latitude Shares; changes to ATHA’s, 92E’s
and/or Latitude’s current and future business and exploration plans
and the strategic alternatives available thereto; growth prospects
and outlook of the business of each of ATHA, 92E and Latitude;
treatment of the Transactions under applicable competition laws and
the Investment Canada Act; regulatory determinations and delays;
any impacts of COVID-19 on the business of the consolidated entity
and the ability to advance the Company projects; stock market
conditions generally; demand, supply and pricing for uranium; and
general economic and political conditions in Canada, Australia and
other jurisdictions where the applicable party conducts business.
Other factors which could materially affect such forward-looking
information are described in the filings of ATHA and Latitude with
the Canadian securities regulators which are available,
respectively, on each of ATHA’s and Latitude’s profiles on SEDAR+
at www.sedarplus.ca and filings of 92E with the Australian
regulatory authorities. None of ATHA, 92E or Latitude undertake to
update any forward-looking information, except in accordance with
applicable securities laws.
_____________________
1-3 This estimate is considered to be a
“historical estimate” under National Instrument 43-101 – Standards
of Disclosure for Mineral Projects (“NI 43-101”) and is not
considered by any of ATHA, Latitude or 92E to be current. See below
for further details regarding the historical mineral resource
estimates.
4 ownership percentages calculated based on
fully-diluted in-the-money capitalization of each of Atha, 92E and
Latitude. On closing, 6.525M outstanding 92E options will be
cancelled and exchanged for 1.95M Atha shares a cashless basis
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