Calgary, Alberta, Canada – TheNewswire - March 31, 2022 - ATH (Australia) Pty Ltd. (“ATH”) and Castlecap Capital Inc. (“Castlecap”) (TSXV:CSTL.P) are pleased to announce that ATH and Castlecap have entered into a letter of intent dated March 30, 2022 (the “LOI”) which sets forth, in general terms, the basic terms and conditions upon which ATH and Castlecap will combine their business operations resulting in a reverse takeover (“RTO”) of Castlecap by ATH and its shareholders.

Pursuant to the terms of the LOI, it is intended that ATH and Castlecap will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure (collectively, the forgoing with any related transaction, the “Transaction”) which will result in ATH becoming a wholly owned subsidiary of Castlecap or otherwise combining its corporate existence with that of Castlecap.  The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive transaction documents expected to be executed in the short term. The issuer resulting from the Transaction (the “Resulting Issuer”) will carry on the business currently carried on by ATH.  Prior to the completion of the Transaction, it is expected that the parties will complete a private placement (the “Concurrent Financing”).

When a definitive agreement between ATH and Castlecap is executed, ATH and Castlecap will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction. Completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all.

About Castlecap

Castlecap was incorporated under the Business Corporations Act (Alberta) on November 8, 2018. Castlecap is a capital pool company pursuant to TSX Venture Exchange (the “TSXV”) Policy 2.4 that completed its initial public offering and obtained a listing on the TSXV in May 2019 (trading symbol: “CASTL.P”). Castlecap does not carry on any active business activity other than reviewing potential transactions that would qualify as Castlecap’s Qualifying Transaction (as such term is defined in TSXV Policy 2.4).

Castlecap is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia.

About ATH

ATH is a privately-held corporation incorporated under the laws of Australia in 2014. ATH scientists have developed a first to market medical device for the detection of abnormal cell activity in the human body, known as CellHealthTest. The test is designed to identify abnormal levels of targeted amino acids and their metabolites in urine which has been recognized by independent research as attractive biomarkers for developing tumours in the body.

CellHealthTest is an at-home urine test with results available within 3 minutes. The patented reagent has been developed over 30 years and extensive clinical trials have confirmed it’s efficacy. Research has shown “Early detection saves lives.”

The test is inexpensive and non-invasive. It is NOT a diagnostic device, however detects important abnormalities which require further medical examination and diagnosis which can lead to potentially life saving treatment.

Further Information

All information contained in this news release with respect to ATH and Castlecap was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

For further information, please contact:

ATH (AUSTRALIA) PTY LTD.

Ross Butler, Chair

Phone: 6421-359-899

Email: ross@merlotconsulting.co.nz

CASTLECAP CAPITAL INC.  

Charles R. Chebry, President, Chief Executive Officer, Secretary and Director

Phone: 403-680-8511

Email:         charleschebry@outlook.com

Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Transaction, the business and operations of ATH and the Resulting Issuer; the completion and terms of the Concurrent Financing and the constitution of the Resulting Issuer’s board and management terms. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, Castlecap and ATH have made numerous assumptions including among other things, assumptions about general business and economic conditions of ATH and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although management of ATH and Castlecap believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Concurrent Financing; risks relating to the negotiation of a definitive agreement and receipt of all requisite approvals for the Transaction and/or other ancillary transactions, including the approval of ATH and Castlecap shareholders; and other risk factors as detailed from time to time. ATH and Castlecap do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. ATH and Castlecap assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this press release are made as of the date of this release.

Not for distribution to U.S. news wire services or for dissemination in the United States