Atha Energy Announces Closing of 92 Energy Scheme

VANCOUVER, British Columbia, April 10, 2024 (GLOBE NEWSWIRE) -- ATHA Energy Corp. (TSXV: SASK) (FRA: X5U) (OTCQB: SASKF) (“ATHA”) is pleased to announce the successful completion of the previously announced Australian scheme (the “Scheme”) involving ATHA and 92 Energy Limited (ASX: 92E) (“92 Energy”) pursuant to which ATHA has acquired all of the fully paid ordinary shares in 92 Energy (the “92 Energy Shares”).

SCHEME CONSIDERATION

Pursuant to the Scheme, shareholders of 92 Energy (the “92 Energy Shareholders”) who hold 92 Energy Shares as at 4:00 p.m. (AWST) on April 4, 2024 (the “Record Date”), will receive 0.5834 ATHA common shares (each, an “ATHA Share”) per 92 Energy Share held (the “Scheme Consideration”) (other than ineligible foreign holders and Electing Selling Scheme Participants (as defined below) who made a valid election to participate in the Sale Facility (as defined below) (the “Electing Selling Scheme Participants”)). In the aggregate, ATHA issued 64,101,404 ATHA Shares under the Scheme.

Ineligible foreign holders and Electing Selling Scheme Participants will have the Scheme Consideration that they would have otherwise been entitled to receive issued to a sale agent, who will sell those ATHA Shares at such price and on such other terms as the sale agent determines in good faith, within a reasonable timeframe and in any event not more than 20 trading days (on which ATHA Shares are capable of being traded on the TSX Venture Exchange (the “TSXV”)) after April 11, 2024 (being the implementation date of the Scheme). The sale agent will then pay the total proceeds of those sales of ATHA Shares (after deducting any applicable fees, foreign exchange, stamp duty, brokerage and other selling costs, taxes and charges of the sale agent and after having converted such proceeds into Australian currency) to ATHA (or its agent), who will then remit to each such shareholder their proportion of the aggregate net sale proceeds (in Australian dollars) in accordance with the terms of the Scheme (the “Sale Facility”).

In connection with the closing of the Scheme, trading in 92 Energy Shares on the Australian Securities Exchange (the “ASX”) was suspended at the closing of trading on March 28, 2024. An application has been made to remove 92 Energy from the official list of ASX, which is expected to take effect on and from the close of trade on April 12, 2024.

For additional information on the Scheme, please refer to ATHA’s news releases dated December 7, 2023, and January 25, 2024, March 25, 2024, and March 27, 2024.

Board of Directors and Management