Toronto, Ontario--(Newsfile Corp. - October 14, 2025) - AF2 Capital Corp. (TSXV: AF.P) ("AF2" or the "Company") is pleased to announce it has entered into a non-binding letter of intent dated October 14, 2025 (the "LOI") with EverKind Inc. ("EverKind"), an AI-powered emotional wellness platform, which sets forth, in general terms, the basic terms and conditions upon which EverKind and AF2 will combine their business operations resulting in a reverse takeover of AF2 by EverKind and its shareholders (the "Transaction"). It is intended that the Transaction will constitute the "Qualifying Transaction" of AF2 as such term is defined in Exchange Policy 2.4 - Capital Pool Companies, resulting in the combination of EverKind and AF2, with the common shares of the resulting issuer to the Transaction (the "Resulting Issuer Shares") being listed on the TSX Venture Exchange (the "Exchange"), subject to approval of the Exchange.
EverKind is an AI-powered emotional wellness platform that helps users navigate mental and emotional challenges through intelligent, accessible tools. By combining cutting-edge AI with evidence-based wellness practices, EverKind supports users in building balance, clarity, and personal growth.
Pursuant to the terms of the LOI, it is intended that AF2 and EverKind will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure. The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice. The acceptance of the LOI is being followed by good faith negotiations of definitive documentation, including a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") among the parties setting forth the detailed terms of the Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of similar nature and magnitude to the Transaction.
AF2 is a capital pool corporation (a "CPC") as defined under the policies of the Exchange, and it is expected that an application for the listing of the Resulting Issuer Shares will be submitted to the Exchange following the execution of the Definitive Agreement. Completion of the Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. The Transaction is considered a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and will be subject to majority of the minority shareholder approval. There can be no certainty that the Transaction will be completed on the terms set out in the LOI or at all.
A comprehensive news release will be issued by AF2 in due course disclosing details of the Transaction, including financial information with respect to EverKind, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, the issued and outstanding securities of each of AF2 and EverKind, the terms of the exchange of securities of AF2 and EverKind, the applicable security exchange ratios, the details of any meetings of the shareholders of AF2 and EverKind required to approve the Transaction and matters related thereto (as applicable), and other material information respecting the Transaction once a Definitive Agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.
About AF2
AF2 is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The officers of the Company are Michael Galloro, Chief Executive Officer, and Jonathan Held, Chief Financial Officer and Corporate Secretary. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
About EverKind
EverKind is an AI-powered emotional wellness platform to support reflective, wellness-curious individuals. EverKind helps users navigate mental and emotional challenges through intelligent, accessible tools that meet them where they are, combining cutting-edge AI technology with evidence-based wellness practices to help achieve balance, clarity, and personal growth.
For further information:
AF2 - Michael Galloro, mgalloro@aloefinance.com
EverKind - Harrison Newlands, hello@everkind.com
Forward-Looking Statements
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Transaction and the timing thereof, the execution of the Definitive Agreement, the proposed business of the Resulting Issuer, shareholder and regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding general economic and industry factors, market conditions, management's ability to manage and to operate the EverKind business, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Resulting Issuer, the Company, or EverKind may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270296
SOURCE: AF2 Capital Corp.
