AF2 Capital Corp. Enters into Definitive Agreement in Respect of Proposed Qualifying Transaction

Executive Summary

• AF2 Capital Corp. entered into a definitive amalgamation agreement with Everkind Inc., whereby AF2’s subsidiary will merge with Everkind to form “Everkind Corp.” as the resulting issuer.
• The transaction includes a private‑placement financing of 6 – 7 million subscription receipts at $1.00 each (gross proceeds $6 M‑$7 M) and an exchange of Evermind shares for Resulting Issuer common shares on a 1:1 basis.
• Shareholder approval is sought at an AF2 annual/special meeting on April 13 2026; closing is expected in mid‑ to late‑April 2026, subject to regulatory, shareholder and financing conditions.

Key Details

• Amalgamation Structure – AF2 Subco (1001520531 Ontario Inc.) will amalgamate with Everkind; the combined entity will be a wholly‑owned subsidiary of AF2 until the qualifying transaction is completed.
• Resulting Issuer – Post‑amalgamation, the company will be renamed “Everkind Corp.” and listed as a Tier 2 technology issuer on the TSX Venture Exchange.
• Share Exchange Ratio – Each Everkind share converts to one Resulting Issuer common share at a deemed price of $1.00 per share.
• Capital Structure Post‑Transaction – Expected outstanding shares: 93,051,658 (Everkind holders) + ~750,000 (AF2 existing shareholders) + 6 – 7 million (Financing investors) = approx. 99.8 M – 100.8 M shares.
• Financing of Subscription Receipts – Minimum 6 M and maximum 7 M subscription receipts at $1.00 each; proceeds placed in escrow, released upon satisfaction of escrow conditions (completion of transaction, approvals, listing). Net proceeds earmarked for marketing the Everkind app, R&D, and general corporate purposes.
• Shareholder Meeting – AF2 will hold an annual and special meeting on 2026‑04‑13 to obtain required approvals (auditor appointment, director numbers, name change, omnibus equity plan, majority‑of‑minority approval).
• Regulatory & Shareholder Approvals Required – Exchange conditional approval, shareholder approvals of both AF2 and Everkind, completion of the financing, and escrow release conditions.
• Management & Board Post‑Closing – Current AF2 directors will resign; new board includes Harrison Newlands (CEO), Supreet Pal Singh (CTO), Brien Stelzer (COO), Jonathan Held (CFO/Director) and several independent directors.
• Financial Summary of Everkind (unaudited) – Six‑month ended Dec 31 2025: assets $3.80 M, liabilities $0.36 M, equity $3.44 M; revenue $19.4 k, net loss before tax $1.01 M.
• Related Party & Sponsor Waiver – Transaction is a related‑party transaction under MI 61‑101; AF2 obtained a waiver from the Exchange’s sponsor requirement.
• Finder’s Fees – No finder’s fees or commissions payable in connection with the closing.

Notable Quotes

(No direct CEO/President quotes were provided in the release.)