CSTL.P:CC - ATH (AUSTRALIA) PTY LTD. and CASTLECAP CAPITAL INC. Announce Execution of Business Combination Agreement and Concurrent Private Placement

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September 12 , 2022 – TheNewswire - Calgary, Alberta - Castlecap Capital Inc. (“ CCI ”) (TSXV:CSTL.P) and ATH (Australia)Pty Ltd. (“ ATH ”) are pleased to announce that, further to CCI’s newsrelease dated March 31, 2022, CCI and ATH have entered into adefinitive business combination agreement dated August 26 , 2022 (the “ Business Combination Agreement ”) in connection with the proposed business combination ofCCI and ATH, which transaction (the “ Qualifying Transaction ”) is intended to constitute CCI’s Qualifying Transaction(within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ Exchange ”)),subject to meeting the requirements of the Exchange. CCI, as it existsupon completion of the Qualifying Transaction (the “ Resulting Issuer ”),will continue the business of ATH.

The Business Combination Agreement provides for theimplementation of the Qualifying Transaction pursuant to which, amongother things: (a) CCI will acquire, via a wholly-owned subsidiary, allof the issued and outstanding ordinary shares of ATH (“ ATH Shares ”) inexchange for an aggregate of 55,000,000 common shares of the ResultingIssuer to be issued at a deemed price of CDN$1.00 per share; (b) CCIwill acquire all of the common shares of 2217317 Alberta Ltd.(“ Alberta Finco ”), an Alberta corporation established for purposes ofcompleting the Canadian Financing (as defined below), pursuant to athree-cornered amalgamation of Alberta Finco and a wholly-ownedsubsidiary of CCI (the “ Amalgamation ”) whereby one common share ofthe Resulting Issuer will be issued in exchange for each common shareof Alberta Finco; and (c) CCI will acquire all of the ordinary sharesof CCI Finco Limited (“ Australia Finco ”), an Australia corporationestablished for purposes of completing the Australian Financing (asdefined below), pursuant to a share exchange agreement which providesfor the issuance of one common share of the Resulting Issuer inexchange for each common share of Australia Finco. The shareholders ofATH, Alberta Finco and Australia Finco will receive post-Consolidation(as defined below) common shares in the capital of CCI (each, a“ CCI ConsolidatedShare ”).

After giving effect to the Qualifying Transaction, eachof ATH, Alberta Finco and Australia Finco will be a direct or indirectwholly-owned subsidiary of the Resulting Issuer and the ATHshareholders will collectively exercise control over CCI. All of theoutstanding options of ATH (“ ATH Options ”) shall be cancelled on closingin exchange for CCI issuing to such ATH optionholders replacementstock options (“ CCIReplacement Options ”) having terms equivalentto the surrendered ATH Options with respect tothe number of options, exercise price, vesting conditions and expirydate, but amended as required for compliance with the CCI stock optionplan and the policies of the Exchange.

Prior to completion of the Qualifying Transaction, itis intended that CCI will: (a) effect a consolidation of the issuedand outstanding common shares in the capital of CCI (“ CCI Shares ”) suchthat one (1) CCI Consolidated Share shall be issued in exchange forevery three (3) pre-Consolidation common shares of CCI (the“ Consolidation ”); and (b) change its name to “ATH Health Ltd.” orsuch other name as agreed to by ATH and accepted by the applicable regulatory authorities (the“ Name Change ”).

Completion of the proposed Qualifying Transaction issubject to, among other things, receipt of all necessary regulatoryand shareholder approvals, including the approval of theExchange.

TheBusiness Combination Agreement

Pursuant to the Business Combination Agreement, certainconditions precedent must be met prior to the closing of theQualifying Transaction, including, but not limited to, (a) acceptanceby the Exchange and receipt of other applicable regulatory approvals;(b) completion of the Concurrent Financing (as defined below) foraggregate gross proceeds of a minimum of CDN$10,000,000; (c)completion of the Consolidation and the Name Change; (d) thereconstitution of the board of directors of CCI (the “ ATH Director Appointments ”); (e) no material adverse change in the business,affairs, financial condition or operations of ATH or CCI has occurredbetween the date of entering into the Business Combination Agreementand the closing date of the Qualifying Transaction; (f) the QualifyingTransaction being completed by not later than December 31, 2022; and other customary closing conditions . There can be no assurance that the Qualifying Transactionwill be completed as proposed or at all.

The Business Combination Agreement provides that ATHmay, subject to acceptance by the Exchange, issue up to 1,336,660 ATHShares in satisfaction of a finder’s fee payable to Confero HealthPty Limited, an arm’s length party, in connection with thecompletion of the Qualifying Transaction. The ATH Shares issuable insatisfaction of the finder’s fee will be acquired by CCI in exchangefor up to 1,714,255 CCI Consolidated Shares on the same terms andconditions upon which it acquires the existing ATH Shares.

The Business Combination Agreement will not constitutea Non-Arm’s Length Qualifying Transaction (as such term is definedin the policies of the Exchange). No person which is a Non-Arm’sLength Party (as such term is defined in the policies of the Exchange)of CCI has any direct or indirect beneficial interest in ATH or itsassets prior to giving effect to the Qualifying Transaction and nosuch person is an insider of ATH. Similarly, there is no knownrelationship between or among any person which is a Non-Arm’s LengthParty of CCI and any person who or which is a Non-Arm’s Length Partyto ATH.

If all conditions to the implementation of theQualifying Transaction have been satisfied or waived, CCI and ATH willcarry out the Qualifying Transaction.

Upon completion of the QualifyingTransaction , it is anticipated that an aggregateof 55,000,000 CCI Consolidated Shares will be issued to former holdersof ATH Shares (including the finder’s feeshares disclosed above) and that an aggregate of 5,500,000 CCI ConsolidatedShares will be reserved for issuance to former holders of ATH Optionspursuant to the terms and conditions of the CCI ReplacementOptions.

Upon completion of the Qualifying Transaction, it isexpected that CCI will be a Tier 2 Life SciencesIssuer on the Exchange .

Trading in the CCI Shares is currently halted at therequest of CCI in accordance with Exchange policies, and will remainhalted until completion of the Qualifying Transaction. CCI intends to apply to the Exchange for reinstatement oftrading of the CCI Shares when permitted pursuant to Exchangepolicies.

Concurrent Financing

Canadian Financing

In connection with, and as a condition of, theQualifying Transaction, CCI, through itswholly-owned subsidiary, Alberta Finco , will complete a non-brokered privateplacement financing of subscription receipts (the “ Subscription Receipts ”), at an issue price of CDN$1.00 per Subscription Receipt, for aggregate gross proceeds of up to CDN$10,000,000, (the“ CanadianFinancing ”). The Subscription Receipts will begoverned by the terms of a subscription receipt agreement (the “ SubscriptionReceipt Agreement ”) tobe entered into between Alberta Finco and TSX Trust Company, assubscription receipt agent (the “ Subscription Receipt Agent ”) . EachSubscription Receipt will be automatically exchanged, without anyfurther action by the holder of such Subscription Receipt, and for noadditional consideration, for one (1) common share of Alberta Finco upon the satisfaction of Escrow ReleaseConditions (as defined below). Upon completionof the Amalgamation, each underlying Alberta Finco issued in exchangefor one (1) Subscription Receipt will then be exchanged for one (1) CCI Consolidated Share.

Proceeds of the Canadian Financing will be held inescrow pending satisfaction of customary escrow release conditions(the “ Escrow ReleaseConditions ”), including the completion, satisfaction or waiver of allconditions-precedent to the Qualifying Transaction, the receipt of allrequired shareholder and regulatory approvals, as applicable(including the approval of the Exchange) in connection with closing ofthe Qualifying Transaction, all as will be setforth in the Subscription Receipt Agreement to be entered into.

Australian Financing

In connection with, and as a condition of, theQualifying Transaction, CCI, through itswholly-owned subsidiary, Australia Finco , will complete a brokered privateplacement financing of ordinary shares (the “ Australia Finco Shares ”), at an issue price of CDN$1.00 per Australia FincoShare, for aggregate gross proceeds of up to CDN$15,000,000, (the“ AustralianFinancing ”, and together with the Canadian Financing, the “ Concurrent Financing ”). CCI shall enter into a share exchange agreement witheach holder of Australia Finco Shares such that holders of AustraliaFinco Shares shall receive, in respect of eachAustralia Finco Share held, one (1) CCI Consolidated Share and theAustralia Finco Shares will be transferred to CCI such that AustraliaFinco will be a wholly-owned subsidiary of CCI.

It is anticipated that net proceeds of the ConcurrentFinancing will be used: (a) to fund the business plan of ATH; (b) forQualifying Transaction expenses; and (c) for general corporatepurposes and future working capital of the Resulting Issuer. AlthoughCCI intends to use the net proceeds of the Concurrent Financing asdescribed herein, the actual allocation of proceeds may vary from theuses set forth herein, depending on future operations or unforeseenevents or opportunities.

CCI, through its wholly-owned subsidiary, AustraliaFinco , has appointed JBAdvisory Partners Pty Limited and Stock MarketPlace Pty Limited to actas joint lead managers (“ JLM ” ) to complete the Australian Financing. Upon the successfulplacement of Australia Finco Shares foraggregate gross proceeds of at least CDN$10,000,000, the JLMs shall be entitled to: (a) a placement fee of 6% (excluding taxes) of fundsraised by the JLMs; and (b) broker options – split in proportionbetween the JLMs pursuant to their placement of Australia FincoShares, which such broker options shall entitle the holder to acquire:(i) 1,000,000 common shares of the ResultingIssuer with an exercise price of CDN$1.25 per common share and anexpiry date of two years from the closing of the QualifyingTransaction; and (ii) 1,000,000 common shares of the Resulting Issuerwith an exercise price of CDN$1.50 per common share and an expiry dateof three years from the closing of the Qualifying Transaction.

About CCI

CCI is incorporated under the Business Corporations Act (Alberta) and is a capital poolcompany within the meaning of the policies of the Exchange. CCI hasnot commenced operations and has no assets other than cash. CCI’sprincipal business is the identification and evaluation of assets orbusinesses with a view to completing a“Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the Exchange.

AboutATH

ATH is a privately-held corporation incorporated underthe laws of Australia in 2014. ATH scientists have developed a firstto market medical device for the detection of abnormal cell activityin the human body, known as the My Cell Health self-test kit . The My Cell Health self-test kit is designed to identifyabnormal levels of targeted amino acids and their metabolites inurine, which has been recognized by independent research as attractivebiomarkers for developing tumours in the body.

The My Cell Health self-testkit is an at-home urine test with resultsavailable within 3 minutes. The patented reagent has been developedover 30 years and extensive clinical trials have confirmed itsefficacy. Research has shown “Early detection saves lives.” The My Cell Health self-test kit isinexpensive and non-invasive. It is NOT a diagnostic device, however,it detects important abnormalities which require further medicalexamination and diagnosis which can lead to potentially lifesavingtreatment.

As of the date hereof, there are 41,548,627 ATH Sharesoutstanding. The following persons own, control or direct 10% or moreof the outstanding ATH Shares:

Summary of FinancialInformation

A summary of certain financial information for ATH,disclosed in accordance with Exchange policies, is included in thetables below:

Further financial information will be included in thefiling statement to be prepared in connection with the QualifyingTransaction.

Proposed Directors and Senior Management Team

Upon the closing of the Qualifying Transaction, it isanticipated that Ross Butler (Chair), Allan Farrar, Shane O’Neilland Charles Chebry will constitute the Board of Directors of theResulting Issuer. The anticipated new senior management team of theResulting Issuer will be comprised of Shane O’Neill (Chief ExecutiveOfficer) and Charles Chebry (Chief Financial Officer and CorporateSecretary).

The following are brief resumes of the currentlyproposed directors and officers of the Resulting Issuer following theQualifying Transaction:

Ross Butler, Chairman and Director

Ross is currently Chair of Mercer InvestmentsAustralia, part of the global MMC Group, that is listed on the NewYork, London and Chicago Stock Exchanges. Mercer has $40 billion infunds under management, and also offers investment and actuarialconsulting services. His previous roles include Deputy Chair of GNS,The New Zealand Government’s Crown Research Unit for geological andnuclear science, chairing the Crown’s rebuild companies followingthe Christchurch earthquakes, and the inaugural Chair of the FinancialServices Code Committee for Professional Conduct, as appointee of theFinancial Market Authority. Ross is a Chartered Fellow of theInstitute of Directors, and a Member of the Australian Institute ofCompany Directors.

Allan Farrar, Director

Allan has over 35-years’ experience in corporateadvisory roles and extensive experience in the Australian market. Heretired from the role of Head of Corporate Finance at internationalaccounting firm PKF in Sydney in 2016 and has been assisting thecompany in its establishment phase since that time. Allan is currentlyChair of the ASX-listed Bond Exchange Holdings Limited and is theformer Chair and a non-executive Director of the ASX-listed companiesLongreach Group Limited, Sabre Group Limited, Balmoral CorporationLimited, HarTec Limited and Datadot Technology Limited and was alsonon-executive Director of the ASX-listed companies AmalgamatedEquities Limited, Signature Leisure Limited, Lasseters CorporationLimited and Cypress Lakes Group Limited. Allan was also the Chair ofRosecorp (Rose Property Group), one of Sydney’s leading privatedevelopment companies, from 2003 to 2014.

Charles Chebry, Director, ChiefFinancial Officer and Corporate Secretary

Charles is a Chartered Professional Accountant withover 30 years of executive and directorship experience in the publicmarkets sector. He has worked in a variety of senior executive roleswith the following companies listed on the TSX Venture Exchangeincluding: Founder, Chief Executive Officer, President, and Directorof CastleCap Capital Inc.; Founder, Chief Executive Officer, Presidentand Chairman of Graphite One Resources Inc.; Founder, Chief ExecutiveOfficer, President and Chairman of Cedar Mountain Exploration Inc.;Founder, Chief Executive Officer and Chairman of Niblack MineralDevelopment Inc.; Founder, Chief Executive Officer and Chairman ofAltiplano Minerals Ltd.; Founder, Chief Executive Officer and Chairmanof Vela Minerals Ltd.; Chief Financial Officer and Director of bothOlympia Trust Company and Olympia Financial Group Inc.; ChiefExecutive Officer and Director of Prevent Health Care InternationalCorp.; Chief Financial Officer of Kivalliq Energy Corp. and KaminakGold Corp. Charles has an entrepreneurial flair having founded andlisted several companies on the TSX Venture Exchange.

Shane O’Neill, Director and ChiefExecutive Officer

Shane is a Chartered Accountant (SA) that has over 15years’ experience in executive roles. As an MD he covers a range ofdisciplines including company restructuring and rebranding. Beforeemigrating to Australia, he established a new entity in the Nigerianoil and gas sector, obtaining all required regulatory approvals,raising the capital required and commercially project managing theconstruction of the facility. Just under 50% of this business wasacquired two years after commissioning - by one of the world’slargest commodity traders. Since arriving in Australia, Shane hasconsulted to a variety of small businesses and sits on a number ofprivate company boards.

Proposed Scientific and Medical Team

In addition to theproposed Board of Directors and senior management team of theResulting Issuer, a scientific and medical team consisting of AllanChisholm and Nic De Luca shall support the senior management team ofthe Resulting Issuer.

The following are briefresumes of the currently proposed scientific andmedical team of the Resulting Issuer followingthe Qualifying Transaction:

Allan Chisholm

Allan received a scholarship from a SwissPharmaceutical Company researching Azo Chemistry and subsequently wasemployed by them in 1969 – originally concentrating on research anddevelopment and then marketing and finally senior management. He holdsnumerous patents in chemical and process fields. Allan has undertakenclinical trials in universities and the general population with newIVD’s and delivery systems. Allan has published and presentednumerous papers to Universities, Scientific bodies and conferencesworldwide especially in the Asia Pacific Region .

Nic De Luca

Nic graduated as a Medical Practitioner from St Mary'sHospital, Imperial College, London, UK in 1992, also completing a BScin 1991. He commenced Gastroenterology and Hepatology specialtytraining in the UK and was awarded Membership ofthe Royal College of Physicians in 1996. Nic moved to Sydney and wasawarded Fellowship of the Royal Australasian College of Physicians in2000. Nic is a Visiting Gastroenterologist at St Vincent’s Hospital,Sydney and visits both Westmead Private, St Vincent's Private &Norwest Private Hospitals. He sub-specialises in interventionalendoscopy & inflammatory bowel disease. He is involved inundergraduate & post graduate medical training andsupervision .

Proposed Qualifying Transaction

As the proposed Qualifying Transaction is not a“Non-Arm’s Length Qualifying Transaction” (within the meaning ofPolicy 2.4 of the Exchange), the Qualifying Transaction does notrequire approval of the shareholders of CCI (the “ CCI Shareholders ”).The Consolidation, the Name Change, and the ATH Director Appointmentswere all approved by the CCI Shareholders at an annual and specialmeeting of CCI Shareholders (the “ CCI Meeting ”),which was held on May 30, 2022 .

Sponsorship of the QualifyingTransaction

Sponsorship of the Qualifying Transaction is requiredby the Exchange unless an exemption or waiver from this requirementcan be obtained in accordance with the policies of the Exchange. CCIintends to apply to the Exchange for an exemption from the sponsorshiprequirements for the Qualifying Transaction based upon the ConcurrentFinancing and other exemptions available in Exchange policies. Thereis no assurance that an exemption from this requirement will beobtained.

Further Information

All information contained in this news release withrespect to CCI and ATH was supplied by the respective party, forinclusion herein, without independent review by the other party, andeach party and its directors and officers have relied on the otherparty for any information concerning the other party.

Completion of the Qualifying Transaction is subject toa number of conditions, including but not limited to, Exchangeacceptance and if applicable pursuant to Exchange requirements,majority of the minority shareholder approval. There can be noassurance that the Qualifying Transaction or the Concurrent Financingwill be completed as proposed or at all.

Investors are cautioned that, except as disclosed inthe management information circular of CCI or filing statement of CCIto be prepared in connection with the Qualifying Transaction, anyinformation released or received with respect to the QualifyingTransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of CCI should be considered highlyspeculative.

The Exchange has not in any way passed upon the meritsof the proposed Qualifying Transaction and has neither approved nordisapproved the contents of this news release.

The securitieshave not been and will not be registered under the United StatesSecurities Act of 1933, as amended and may not be offered or sold inthe United States absent registration or an applicable exemption fromthe registration requirement. This press release shall not constitutean offer to sell or the solicitation of an offer to buy nor shallthere be any sale of the securities in any jurisdiction in which suchoffer, solicitation or sale would be unlawful.

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

Neither TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this newsrelease.

Forward Looking Information

Certain statements and information herein, includingall statements that are not historical facts, contain forward-lookingstatements and forward-looking information within the meaning ofapplicable securities laws. Such forward-looking statements orinformation include but are not limited to statements or informationwith respect to: the Concurrent Financing; the terms and conditions ofthe Qualifying Transaction , including receipt of Exchange approval; the capitalizationof the Resulting Issuer; the anticipated directors, officers andinsiders of the Resulting Issuer; the filing statement to be preparedin connection with the Qualifying Transaction, including theinformation included therein; trading in the CCI Shares; the businessof the Resulting Issuer; actions taken by CCI prior to completion ofthe Qualifying Transaction, including the Consolidation and the NameChange; and the closing of the QualifyingTransaction, including the Resulting Issuer’s status on the Exchangethereafter . Often, but not always,forward-looking statements or information can be identified by the useof words such as “anticipate”, “believe”, “estimate”,“expect”, “intend”, “may”, “plan”, “predict”,“project”, “should” or “will” and the negative of thesewords or such variations thereon or comparable terminology areintended to identify forward-looking statements andinformation.

With respect to forward-looking statements andinformation contained herein, CCI and ATH have made numerousassumptions including among other things, assumptions about thereceipt of all necessary third party and regulatory approvals requiredfor completion of the Qualifying Transaction, general business andeconomic conditions of ATH and the market in which it operates. Theforegoing list of assumptions is not exhaustive.

Although management of CCI and ATH believe that theassumptions made and the expectations represented by such statementsor information are reasonable, there can be no assurance thatforward-looking statements or information herein will prove to beaccurate. Forward-looking statements and information by their natureare 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 materiallydifferent from any future results, performance or achievementsexpressed or implied by such forward-looking statements orinformation. These factors include, but are not limited to: risksrelating to the Concurrent Financing; risks relating to the receipt ofall requisite approvals for the QualifyingTransaction , including the approval of theExchange; changes in interest and currency exchange rates; risksrelating to unanticipated operational difficulties (including failureof technology or processes to operate in accordance withspecifications or expectations, cost escalation, unavailability ofmaterials and equipment, government action or delays in the receipt ofgovernment approvals, industrial disturbances or other job action, andunanticipated events related to health, safety and environmentalmatters); changes in general economic conditions or conditions in thefinancial markets; changes in laws; risks related to the direct andindirect impact of COVID-19 pandemic including, but not limited to,its impact on general economic conditions, the ability to obtainfinancing as required; and other risk factors as detailed from time totime in CCI’s final prospectus dated February 25, 2019 and otherdocuments available under CCI’s profile at www.SEDAR.com. CCI andATH do not undertake to update any forward-looking information, exceptin accordance with applicable securities laws.

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