Business
ATH (AUSTRALIA) PTY LTD. and CASTLECAP CAPITAL INC. Announce Execution of Business Combination Agreement and Concurrent Private Placement
(TheNewswire) NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN ...
About this update from Castlecap Capital, Inc.
[{"type":"text","content":"ATH (AUSTRALIA) PTY LTD. and CASTLECAP CAPITAL INC. Announce Execution of Business Combination Agreement and Concurrent Private Placement\n \n \n (TheNewswire)\n \n \n \n \n \n \n \n \n \n NOT FOR DISTRIBUTION TO U.S.\nNEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF\nAMERICA\n \n \n \n \n September 12\n \n \n \n \n , 2022 –\n \n \n TheNewswire -\n \n \n Calgary, Alberta -\n \n \n Castlecap Capital Inc.\n \n \n (“\n \n \n CCI\n \n \n ”)\n \n \n (TSXV:CSTL.P) and ATH (Australia)\nPty Ltd. (“\n \n \n ATH\n \n \n ”) are pleased to announce that, further to CCI’s news\nrelease dated March 31, 2022, CCI and ATH have entered into a\ndefinitive business combination agreement dated August 26\n \n \n , 2022\n \n \n (the “\n \n \n Business Combination Agreement\n \n \n ”) in connection with the proposed business combination of\nCCI and ATH, which transaction (the “\n \n \n Qualifying Transaction\n \n \n ”) is intended to constitute CCI’s Qualifying Transaction\n(within the meaning of Policy 2.4 –\n \n \n Capital Pool Companies\n \n \n of the TSX Venture Exchange (the “\n \n \n Exchange\n \n \n ”)),\nsubject to meeting the requirements of the Exchange. CCI, as it exists\nupon completion of the Qualifying Transaction (the “\n \n \n Resulting Issuer\n \n \n ”),\nwill continue the business of ATH.\n \n \n \n \n The Business Combination Agreement provides for the\nimplementation of the Qualifying Transaction pursuant to which, among\nother things: (a) CCI will acquire, via a wholly-owned subsidiary, all\nof the issued and outstanding ordinary shares of ATH (“\n \n \n ATH Shares\n \n \n ”) in\nexchange for an aggregate of 55,000,000 common shares of the Resulting\nIssuer to be issued at a deemed price of CDN$1.00 per share; (b) CCI\nwill acquire all of the common shares of 2217317 Alberta Ltd.\n(“\n \n \n Alberta Finco\n \n \n ”), an Alberta corporation established for purposes of\ncompleting the Canadian Financing (as defined below), pursuant to a\nthree-cornered amalgamation of Alberta Finco and a wholly-owned\nsubsidiary of CCI (the “\n \n \n Amalgamation\n \n \n ”) whereby one common share of\nthe Resulting Issuer will be issued in exchange for each common share\nof Alberta F...