CSTL.P:CC - ATH (Australia) Pty Ltd. and Castlecap Capital Inc. Announce Execution of Letter of Intent
(TheNewswire)
Calgary, Alberta, Canada – TheNewswire - March 31, 2022 - ATH (Australia) Pty Ltd. (“ ATH ”) andCastlecap Capital Inc. (“ Castlecap ”) (TSXV:CSTL.P) are pleased to announce that ATH and Castlecap have entered intoa letter of intent dated March 30,2022 (the “ LOI ”) which sets forth, in general terms, the basic terms andconditions upon which ATH and Castlecap will combine their business operations resultingin a reverse takeover (“ RTO ”) of Castlecap by ATH and itsshareholders.
Pursuant to the terms of the LOI, it is intended thatATH and Castlecap willenter 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 ”) whichwill result in ATH becoming a wholly owned subsidiary of Castlecap orotherwise combining its corporate existence with that of Castlecap. The final structure of the business combination is subject toreceipt by the parties of tax, corporate, and securities law adviceand will be agreed to pursuant to definitive transaction documentsexpected to be executed in the short term. The issuer resulting fromthe Transaction (the “ Resulting Issuer ”) will carry on thebusiness currently carried on by ATH. Prior tothe completion of the Transaction, it is expected that the partieswill complete a private placement (the “ Concurrent Financing ”).
When a definitive agreement between ATH and Castlecapis executed, ATH and Castlecap will issue a subsequent press releasecontaining the details of the definitive agreement and additionalterms of the Transaction. Completion of the Transaction and theConcurrent Financing is subject to a number of conditions, includingbut not limited to, receiving all required shareholder, regulatory,and other approvals. There can be no assurance that the Transaction orthe Concurrent Financing will be completed as proposed or atall.
About Castlecap
Castlecap was incorporated under the Business Corporations Act (Alberta) on November 8, 2018. Castlecap is a capital poolcompany pursuant to TSX Venture Exchange (the “ TSXV ”) Policy 2.4that completed its initial public offering and obtained a listing onthe TSXV in May 2019 (trading symbol: “CASTL.P”). Castlecap doesnot carry on any active business activity other than reviewingpotential transactions that would qualify as Castlecap’s QualifyingTransaction (as such term is defined in TSXV Policy 2.4).
Castlecap is a reporting issuer under the securitieslaws of the jurisdictions of Alberta and British Columbia.
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 CellHealthTest. The test is designed toidentify abnormal levels of targeted amino acids and their metabolitesin urine which has been recognized by independent research asattractive biomarkers for developing tumours in the body.
CellHealthTest is an at-home urine test with resultsavailable within 3 minutes. The patented reagent has been developedover 30 years and extensive clinical trials haveconfirmed it’s efficacy . Research has shown “Early detection saveslives.”
The test is inexpensive and non-invasive. It is NOT adiagnostic device, however detects important abnormalities whichrequire further medical examination and diagnosis which can lead topotentially life saving treatment.
All information contained in this news release withrespect to ATH and Castlecap 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.
Neither the TSX Venture Exchange norits Regulatory Services Provider (as that term is defined in policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.
This news release does not constitutean offer to sell or a solicitation of an offer to buy any of thesecurities in the United States. The securities have not been and willnot be registered under the United States Securities Act of 1933, asamended (the “U.S. Securities Act”) or any state securities lawsand may not be offered or sold within the United States or to U.S.persons unless registered under the U.S. Securities Act and applicablestate securities laws or an exemption from such registration isavailable.
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, 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 terms and conditions of theTransaction, the business and operations of ATH and the ResultingIssuer; the completion and terms of the Concurrent Financing and theconstitution of the Resulting Issuer’s board and managementterms . Often, but not always, forward-lookingstatements or information can be identified by the use of words suchas “estimate”, “project”, “belief”, “anticipate”,“intend”, “expect”, “plan”, “predict”, “may” or“should” and the negative of these words or such variationsthereon or comparable terminology are intended to identifyforward-looking statements and information.
With respect to forward-looking statements andinformation contained herein, Castlecap and ATH have made numerousassumptions including among other things, assumptions about generalbusiness and economic conditions of ATH and the market in which itoperates. The foregoing list of assumptions is not exhaustive.
Although management of ATH and Castlecap believet hat 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 thenegotiation of a definitive agreement and receipt of all requisiteapprovals for the Transaction and/or otherancillary transactions , including the approvalof ATH and Castlecap shareholders; and other risk factors as detailedfrom time to time. ATH and Castlecap do not undertake to update anyforward-looking information, except in accordance with applicablesecurities laws.
Readers should not place undue reliance on theforward-looking statements and information contained in this newsrelease. ATH and Castlecap assume no obligation to update theforward-looking statements of beliefs, opinions, projections, or otherfactors, should they change, except as required by law. The statementsin this press release are made as of the date of this release.
Not fordistribution to U.S. news wire services or for dissemination in theUnited States
Copyright (c) 2022 TheNewswire - All rights reserved.