ATHA Energy Announces Upsizing of Financing to $22,840,000

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

ATHA Energy Corp. (CSE: SASK) (FRA: X5U) (OTCQB: SASKF ) (" ATHA ") is pleased to announce that, due to strong demand, ATHA has agreed with Eight Capital, as co-lead agent and joint bookrunner with Canaccord Genuity Corp. (together with a syndicate of agents, the " Agents "), to increase the size of its previously announced "best efforts" private placement offering of: (i) a combination of up to 6,400,000 charitable federal flow-through common shares of ATHA (the " ATHA Federal CFT Shares ") and charitable Saskatchewan flow-through common shares of ATHA (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 (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 ").

Pursuant to the upsized deal terms, the Agents have agreed to increase the CFT Offering to a combination of up to 12,000,000 ATHA Federal CFT Shares and ATHA Saskatchewan CFT Shares at the original issue prices of $1.57 per ATHA Federal CFT Share and $1.75 per ATHA Saskatchewan CFT Share, for aggregate gross proceeds under the CFT Offering and the SR Offering of up to $22,840,000, assuming all of the Offered Shares are issued as ATHA Federal CFT Shares. All other terms of the Offering previously announced on December 7, 2023, including the terms of the SR Offering, shall remain in full force and effect, unamended.

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 1,800,000 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.

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.

The Offering is expected to close on or about December 28, 2023 and is subject to customary closing conditions, including the approval of the securities' regulatory authorities and the Canadian Securities Exchange (" CSE ").

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 Boisjoli
Chief Executive Officer
Email: troy@athaenergy.com
1-306-460-5353
www.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.

Cautionary and Forward-Looking Statements

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Offering and certain terms and conditions thereof; the use of proceeds from the Offering, and corporate and regulatory approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements 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 the forward-looking statements and information contained in this press release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.