Everkind Wellness Inc. завершила сделку по слиянию и вышла на биржу TSX Venture

Toronto, Ontario--(Newsfile Corp. - August 24, 2026) - Everkind Wellness Inc. (TSXV: EK) (the "Company") (formerly AF2 Capital Corp.) is pleased to announce that, further to its press releases dated October 14, 2025, March 12, 2026 and May 15, 2026, it has completed its previously announced qualifying transaction (the "Transaction") pursuant to which the Company acquired all of the issued and outstanding securities of Everkind Inc. ("Everkind"). The Transaction constitutes the Company's qualifying transaction under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange"). "Completing our qualifying transaction and listing on the TSX Venture Exchange marks a transformative milestone for Everkind," said Harrison Newlands, Founder and CEO. "This milestone, paired with our $6.1 million financing, provides the capital and visibility needed to scale our AI-driven wellness platform. As we enter the public markets, our focus remains on expanding our reach, deepening our strategic partnerships, and delivering daily, accessible emotional support to our users." The Transaction The Transaction was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the Company, its wholly-owned subsidiary, 1001520531 Ontario Inc. ("AF2 Subco"), and Everkind, pursuant to which AF2 Subco and Everkind amalgamated to continue as one corporation and a wholly-owned subsidiary of the Company. In connection with the closing, holders of common shares of Everkind (each, an "Everkind Share") received one post-consolidation common share (each, a "Common Share") in the capital of the Company for each Everkind Share held, and each outstanding stock option and restricted share unit of Everkind was exchanged for like securities of the Company. Subject to the Company fulfilling all of the Exchange's listing requirements, it is expected that the Common Shares will commence trading on the Exchange under the new ticker symbol "EK" at the open of markets on August 26, 2026. Concurrent Financing In connection with the Transaction, Everkind completed a non-brokered private placement (the "Concurrent Financing") of an aggregate of 7,625,000 subscription receipts (the "Subscription Receipts") at a price of $0.80 per Subscription Receipt for aggregate gross proceeds of $6,100,000. Immediately prior to the effective time of the amalgamation, and upon satisfaction of the escrow release conditions, each Subscription Receipt converted into one Everkind Share, which was then exchanged for one Common Share pursuant to the Transaction. Completion of the Concurrent Financing was a condition to the completion of the Transaction. The net proceeds of the Concurrent Financing are intended to be used for marketing the Everkind App, continued research and development, and for general corporate purposes. In connection with the Concurrent Financing, the Company paid aggregate cash finder's fees of $100,776. Name Change and Consolidation Immediately prior to the closing of the Transaction, the Company filed a notice of alteration to change its name (the "Name Change") from "AF2 Capital Corp." to "Everkind Wellness Inc." and consolidated its issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every 5.33333 pre-consolidation Common Shares (the "Consolidation"). The Company's new CUSIP and ISIN numbers are 30036E104 and CA30036E1043, respectively. Letters of transmittal with respect to the Name Change and Consolidation will be mailed to registered shareholders of the Company. All registered shareholders with physical certificates will be required to send their respective share certificates representing pre-Consolidation Common Shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Endeavor Trust Company, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their Common Shares through a broker, investment dealer, bank or trust company or other intermediary should contact that nominee or intermediary for assistance in depositing their Common Shares in connection with the Consolidation. On completion of the Transaction, the issued and outstanding share capital of the Company consists of: (i) 101,523,249 Common Shares; (ii) outstanding stock options to acquire 5,536,276 Common Shares; and (iii) 593,908 restricted share units. Directors and Officers In connection with the Transaction, the Company's board of directors and management have been reconstituted. The board of directors is now comprised of Harrison Newlands, Mark Saunders, Nagar Rahmani, Jonathan Held and Dr. Hamilton Jeyaraj. The Company's management team consists of Harrison Newlands as Chief Executive Officer, Jonathan Held as Chief Financial Officer and Corporate Secretary, Brien Stelzer as Chief Operating Officer, and Supreet Pal Singh as Chief Technology Officer. Additional information regarding the Transaction is contained in the Company's management information circular dated March 12, 2026 and in the Company's news releases dated October 14, 2025, March 12, 2026 and May 15, 2026, in each case available under the Company's profile on SEDAR+ at www.sedarplus.ca. About Everkind Wellness Inc. Everkind is a Toronto-based emotional wellness company making mental and emotional support accessible, affordable, and stigma-free. Its platform combines AI-powered journaling, personalized meditations, acting as an intelligent companion that learns and adapts with each user, grounded in evidence-based practices and built for daily habit formation. Private, non-clinical, and designed for real life. Learn more at www.everkind.com. For further information, please contact: Contact: Harrison Newlands [email protected] www.everkind.com Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States. Cautionary and Forward-Looking Statements This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Forward-looking statements in this press release include, among other things, statements relating to the anticipated timing of the resumption of trading of the Company's common shares on the Exchange, the receipt of final acceptance of the Transaction by the Exchange, the business and operations of the Company, and the anticipated use of the net proceeds from the Concurrent Financing. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the failure to obtain final acceptance of the Transaction from the Exchange; and general business, economic, competitive, political and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company assumes no obligation to update the forward-looking statements, should they change. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310879 Source: Everkind Wellness Inc.