Mr. Yan Namer reports

EMPATHO HOLDINGS INC. ANNOUNCES SHARES FOR DEBT SETTLEMENT

Empatho Holdings Inc. has agreed with certain of its creditors to issue an aggregate of 29,039,980 common shares to such creditors in exchange for outstanding accounts payable in the aggregate amount of $1,451,999.01 owing to certain creditors. The settlement shares are being issued at a price of five cents, in accordance with the policies of the Canadian Securities Exchange.

The company is completing the share-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. The share-for-debt transaction remains subject to CSE acceptance. No new control person of the company will be created pursuant to the share-for-debt transaction.

The share-for-debt transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as it is anticipated that Hybrid Financial Inc. (a greater-than-10-per-cent shareholder of the corporation), Yan Namer (chief executive officer of the corporation), John C. Ross Consulting, (an entity controlled by the chief financial officer of the corporation, John Ross), 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) will be 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 share-for-debt transaction with the forgoing insiders does not exceed 25 per cent 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.

About Empatho Holdings Inc.

Empatho Holdings is a virtual well-being firm focused on a smart solution powered by proprietary PsychAI artificial intelligence (AI), which 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.

We seek Safe Harbor.