ATH (Australia) Pty Ltd. entered into a letter of intent to acquire Castlecap Capital Inc. (TSXV:CSTL.P) from Charles Chebry, Antonio Ruggieri, Travis Rhodes, Sandra Dosdall and other in a reverse merger transaction for CAD 6.1 million on March 30, 2022. ATH (Australia) Pty Limited entered into a definitive business combination agreement to acquire Castlecap Capital Inc. (CCI) from Charles Chebry, Antonio Ruggieri, Travis Rhodes, Sandra Dosdall and other in a reverse merger transaction on August 26, 2022. Upon completion of the Transaction, shareholders of ATH will receive an aggregate of approximately 55,000,000 common shares in the capital of the Resulting Issuer. CCI will change its name to ?ATH Health Ltd.? or such other name as agreed to by ATH and accepted by the applicable regulatory authorities. Upon the closing of the Qualifying Transaction, it is anticipated that Ross Butler (Chair), Allan Farrar, Shane O?Neill and Charles Chebry will constitute the Board of Directors of the Resulting Issuer. The anticipated new senior management team of the Resulting Issuer will be comprised of Shane O?Neill (Chief Executive Officer) and Charles Chebry (Chief Financial Officer and Corporate Secretary). In addition to the proposed Board of Directors and senior management team of the Resulting Issuer, a scientific and medical team consisting of Allan Chisholm and Nic De Luca shall support the senior management team of the Resulting Issuer. In the event this Agreement is terminated, the Party that breaches its covenants will pay termination fee of CAD 0.1 million to other party.

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. Transaction is also subject to certain conditions precedent, including, the Resulting Issuer Shares shall have been conditionally approved for listing on the TSXV, the Escrow Agreement will have been executed and delivered, all of the directors and officers of CCI, other than Charles Chebry, shall have executed resignations; completion of the Concurrent Financing for aggregate gross proceeds of a minimum of CAD 10 million, completion of the Consolidation and the Name Change; the reconstitution of the board of directors of CCI, Transaction being completed by not later than December 31, 2022; and other customary closing conditions. The Consolidation, the Name Change, and the ATH Director Appointments were all approved by the CCI Shareholders at an annual and special meeting of CCI Shareholders (the ?CCI Meeting?), which was held on May 30, 2022.

There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all. Shareholders meeting of Castlecap Capital Inc. shall be held on May 30, 2022 to consider a special resolution authorizing the directors of Castlecap Capital to amend the articles of the Castlecap Capital to change its name to ?ATH Health Ltd." TSX Trust Company acted as Transfer Agent for Castlecap Capital Inc. Keith Inman of Pushor Mitchell LLP acted as legal advisor to CCI. Robb McNaughton of Borden Ladner Gervais LLP acted as legal advisor to ATH.
ATH (Australia) Pty Ltd. cancelled the acquisition of Castlecap Capital Inc. (TSXV:CSTL.P) from Charles Chebry, Antonio Ruggieri, Travis Rhodes, Sandra Dosdall and other in a reverse merger transaction on April 22. 2024.