ACQUISITION OF COMMON SHARES AND WARRANTS OF ATLAS ENERGY CORP. BY RICHARD F. MCHARDY

CALGARY, AB, July 7, 2025 /CNW/ - Pursuant to the early warning requirements of applicable Canadian securities laws, Richard F. McHardy ("Acquiror") reports that, on June 19, 2025, the Acquiror, together with joint actors, acquired an aggregate of 64,400,000 common shares ("Common Shares") in the capital of Atlas Energy Corp. ("Atlas" or the "Company") and 64,400,000 Common Share purchase warrants ("Warrants") for a total purchase price of $3.2 million under a non-brokered private placement of 300,000,000 Common Shares and 300,000,000 units ("Units") of the Company at a price of CDN$0.05 per Common Share and Unit, as applicable (the "Private Placement"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of CDN$0.05 (the "Exercise Price") per Common Share at any time prior to June 19, 2025. The Warrants will vest and become exercisable as to one-third upon the 10-day weighted average trading price of the Common Shares (the "Market Price") equaling or exceeding 50% above the Exercise Price, an additional one-third upon the Market Price equaling or exceeding 75% above the Exercise Price and a final one-third upon the Market Price equaling or exceeding 100% above the Exercise Price.

Concurrent with the Private Placement, the Company: (a) changed its name to "Atlas Energy Corp." from "Willow Biosciences Inc."; (b) consolidated its Common Shares on the basis of one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares (the "Consolidation"); (c) appointed a new management team (the "New Executive Team") led by Mark Hodgson as President and Chief Executive Officer, Travis Doupe as Chief Financial Officer, Don Kornelsen as Vice President, Commercial, Ryan Giroux as Vice President, Corporate Development and Blair Anderson as Vice President, Geoscience of the Company and Richard Naden as a Senior Executive; and (d) reconstituted its board of directors, with the new board being comprised of Mark Hodgson, Richard F. McHardy, Gary Brown, Glenn McNamara and Scott Price. For the purposes of this Press Release, all figures are presented on a post-Consolidation basis.

The New Executive Team will focus on investing in producing and growth-oriented oil and gas assets aligned with their prior operating expertise. With a disciplined and diversified strategy, the Company will aim to acquire economic interests in undercapitalized assets that have been overlooked amid recent shifts in capital allocation within the industry. The portfolio will be structured to manage risk and capture upside by balancing exposure across jurisdictions, asset stages, commodity price dynamics and offtake structures. The Company is uniquely positioned as one of the only royalty and streaming platforms dedicated to international oil and gas - offering a rare opportunity to generate strong shareholder returns in an underserved segment of the market.

Immediately following the completion of the Private Placement, Acquiror beneficially owned or controlled, directly or indirectly, 64,400,000 Common Shares and 64,400,000 Warrants pursuant to the Private Placement, representing 10.23% (on a non-diluted basis) and 18.56% (on a fully diluted basis) of the voting securities of the Company. Prior to the Private Placement, Acquiror did not hold any securities of Atlas.

Acquiror acquired the Common Shares and Warrants for investment purposes and may, in the future, increase or decrease its ownership of securities of Atlas, directly or indirectly, from time to time depending upon, among other things, the business and prospects of Atlas and future market conditions.
For further details regarding the acquisition of the Common Shares and Warrants described above, see the Early Warning Report dated July 4, 2025, available on the Company's SEDAR+ profile.

SOURCE Richard F. McHardy