Mr. Yan Namer reports

EMPATHO HOLDINGS INC. ANNOUNCES CLOSING OF SHARES FOR DEBT SETTLEMENT

Empatho Holdings Inc. (formerly Shane Resources Ltd.) has issued 29,039,980 common shares to certain of its 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.

As previously announced on Aug. 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-per-cent shareholder of the corporation), Yan Namer (chief executive officer of the corporation), John Ross (chief financial officer 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 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.

Early warning disclosure

In connection with the closing of the shares-for-debt transaction, Hybrid Financial 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, representing approximately 17 per cent 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 a continuing 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 SEDAR 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 at 647-931-4015.

About Empatho Holdings Inc.

Empatho Holdings 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.

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