ATHA Energy Announces 92 Energy Obtains Shareholder Approval for
Transaction
ATHA Energy Corp. (
TSXV: SASK)
(
FRA: X5U) (
OTCQB: SASKF)
(“
ATHA”) is pleased to announce that shareholders
(“
92 Energy Shareholders”) of 92 Energy Limited
(ASX: 92E) (“
92 Energy”) have voted in favour of
the previously announced Australian scheme (the
“
Scheme”) involving ATHA and 92 Energy at 92
Energy’s meeting of 92 Energy Shareholders.
In accordance with Listing Rule 3.13.2 of the
Australia Securities Exchange (the “ASX”) and
section 251AA of the Corporations Act 2001 (Cth), 92 Energy advises
that the resolution to approve the Scheme as set out in the notice
of meeting included as Annexure D of the scheme booklet released on
the ASX on 21 February 2024 was passed by the requisite majorities
of 92 Energy Shareholders.
In summary:
-
99.65% of the votes cast by 92 Energy Shareholders
were in favour of the Scheme; and
-
94.62% of 92 Energy Shareholders present and
voting (in person or by proxy, attorney or corporate
representative) voted in favour of the Scheme.
Although 92 Energy Shareholder approval has been
obtained, the Scheme remains subject to a number of customary
conditions detailed in the amended and restated scheme
implementation deed dated January 25, 2024, between ATHA and 92
Energy, including, without limitation, final approval of the
Federal Court of Australia, final approval of the TSX Venture
Exchange (the “TSXV”), and other customary closing
conditions.
Subject to these remaining conditions being
satisfied or waived (where applicable), implementation of the
Scheme is expected to occur on or about Thursday, 11 April 2024
(Australia Time).
For additional information on the Scheme, please
refer to ATHA’s news releases dated December 7, 2023, and January
25, 2024.
About ATHA
ATHA is a Canadian mineral company engaged in
the acquisition, exploration, and development of uranium assets in
the pursuit of a clean energy future. With a strategically balanced
portfolio including two 100%-owned post discovery uranium projects
(the Angilak Deposit located in Nunavut and CMB Discoveries in
Labrador hosting historical resource estimates of 43.3 million lbs
and 14.5 million lbs U3O8 respectively) and the largest cumulative
prospective exploration land package (6.5 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% carried
interest in key Athabasca Basin exploration projects operated by
NexGen Energy Ltd. and IsoEnergy Ltd. 1,2,3
For more information visit
www.athaenergy.com.
For more information, please
contact:
Troy BoisjoliChief Executive Officer Email:
info@AthaEnergy.com www.athaenergy.com
Neither the TSXV nor its Market Regulator (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
None of the securities to be issued pursuant to
the Scheme 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 Scheme 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
(See notes below). 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 ATHA 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
ATHA is not 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:
- 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.
- The “historical estimate” is derived from 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 for ValOre Metals
Corp.
- As disclosed in the above noted technical report, the
historical 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).
- 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.
- Notes on the Historical Mineral Resource Estimate for
the Moran Lake Deposit:
- 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.
- 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, among other things, the Scheme, the receipt of the
required regulatory, stock exchange, court and other approvals, and
the ability of ATHA and 92 Energy to successfully close the Scheme
and the timing for same.
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 ability of ATHA and 92 Energy to satisfy
the conditions imposed in connection with the completion of the
Scheme, completion of the Scheme, receipt of required regulatory,
court and stock exchange approvals, the ability of ATHA and 92
Energy to satisfy, in a timely manner, the other conditions to the
closing of the Scheme, other expectations and assumptions
concerning the Scheme, and that general business and economic
conditions will not change in a material adverse manner. Although
each of ATHA and 92 Energy 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 and 92 Energy with respect to future events and are
necessarily based upon a number of assumptions and estimates that,
while considered reasonable by ATHA and 92 Energy, 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 and 92 Energy to complete the Scheme or satisfy
certain conditions precedent thereto; a material adverse change in
the timing of any completion and the terms and conditions upon
which the Scheme is completed; inability to satisfy or waive all
conditions to closing the Scheme; the TSXV not providing approval
to the Scheme and all required matters related thereto; the
inability of the consolidated entity to realize the benefits
anticipated from the Scheme and the timing to realize such
benefits, including the exploration and drilling targets;
unanticipated changes in market price for ATHA shares and/or 92
Energy shares; changes to ATHA’s and/or 92 Energy’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 and 92 Energy; treatment of the Scheme
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
its projects; stock market conditions generally; demand, supply and
pricing for uranium; and general economic and political conditions
in Canada 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
with the Canadian securities regulators which are available on
ATHA’s profile on SEDAR+ at www.sedarplus.ca, and filings of 92
Energy with the Australian regulatory authorities. Neither ATHA nor
92 Energy undertake to update any forward-looking information,
except in accordance with applicable securities laws.
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