Empatho Holdings Inc. Announces Closing of Shares for Debt Settlement

Toronto, Ontario–(Newsfile Corp. – August 28, 2023) – Empatho Holdings Inc. (CSE: EMPH) (formerly, Shane Resources Ltd.) (“Empatho” or the “Company“) announces that it has issued 29,039,980 common shares to certain of its creditors (the “Settlement Shares“) in exchange for outstanding accounts payable (the “Shares for Debt Transaction“) in the aggregate amount of CA$1,451,999.01 (the “Debt“) owing to certain creditors (the “Creditors“). The Settlement Shares are being issued at a price of $0.05, in accordance with the policies of the Canadian Securities Exchange (the “CSE“).

As previously announced on August 14, 2023, the Company is completing the Shares for Debt Transaction to improve its financial position by reducing its existing liabilities. All Settlement Shares will be subject to a four-month and one-day hold period. No new control person of the Company will be created pursuant to the Shares for Debt Transaction.

The Shares for Debt Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as Hybrid Financial Inc. (a greater than 10% shareholder of the Corporation), Yan Namer (CEO of the Corporation), John Ross (CFO of the Corporation), Dr R. Jetly MPC (a corporation controlled by Dr. Rakesh Jetly, Director of the Corporation), Cortical Insights Inc. (a corporation controlled by Josh Granek, Chief Technical Officer of the Corporation), and Tachyon Labs Inc. (a corporation controlled by Hamid Boland, Chief Scientific Officer of the Corporation), have all been issued Settlement Shares in connection with the debt settlement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the forgoing insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the debt settlement, which the Company deems reasonable in the circumstances as the Company wishes to improve its financial position by reducing its existing liabilities.

Early Warning Disclosure

In connection with the closing of the Shares for Debt Transaction, Hybrid Financial Ltd. (the “Insider”), was issued 3,755,034 Settlement Shares. Following the Shares for Debt Transaction, the Insider owns or controls 17,655,034 common shares of the Company (the “Common Shares”), representing approximately 17% of the issued and outstanding Common Shares on an undiluted basis. The Insider holds the Common Shares for investment purposes, and may evaluate such investment on an ongoing basis and subject to various factors including, without limitation, the Company’s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Company’s business or financial condition, and other factors and conditions that the Insider may deem appropriate. The Insider may increase, decrease or change his ownership over the Common Shares or other securities of the Company.

A copy of the Early Warning Report with additional information in respect of the foregoing matters will be filed on www.SEDAR.com under the Company’s profile. For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by the Insider as a result of the Shares for Debt Transaction referred to in this press release, please contact Hybrid Financial Ltd. at Telephone: (647) 931-4015.

About Empatho

Empatho Holdings Inc. is a virtual well-being firm focused on a smart solution powered by proprietary PsychAI™ artificial intelligence (AI), that strategically guides users to achieve individualized or personalized well-being goals. The Company provides a data-driven mobile application using advanced technology to engage individuals in the management of their own health, helping individuals become more productive and uncovering potential efficiencies and cost savings for employers.

On behalf of the Board of Directors

Yan Namer
Chief Executive Officer
E-mail: yan@empatho.com

Cautionary Statements

This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.

Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements in this news release include statements with respect to the Shares for Debt Transaction, including the terms, timing, CSE approval and completion thereof.

Forward-looking statements in this news release include statements with respect to the Shares for Debt Transaction, including the terms, timing, CSE approval and completion thereof.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: risks associated with general economic conditions, adverse industry events, marketing costs, loss of markets, future legislative and regulatory developments, the inability to access sufficient capital on favourable terms, income tax and regulatory matters, the ability of the Company to execute its business strategies, the inability of the Company’s proprietary applications to carry out the enumerated functions and risks associated with the Company’s common shares trading on the CSE.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

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