Toronto, Ontario--(Newsfile Corp. - March 12, 2026) - AF2 Capital Corp. (TSXV: AF.P) ("AF2"), a capital pool company as defined under Policy 2.4 - Capital Pool Companies ("CPC") of the TSX Venture Exchange (the "Exchange"), is pleased to announce that, further to its news release dated October 16, 2025, it has entered into a definitive amalgamation agreement dated March 12, 2026 (the "Amalgamation Agreement") with Everkind Inc. ("Everkind"). Pursuant to the Amalgamation Agreement, AF2's wholly-owned subsidiary, 1001520531 Ontario Inc. ("AF2 Subco"), will amalgamate with Everkind (the "Amalgamation") to complete AF2's qualifying transaction (the "Transaction") in accordance with the policies of the Exchange.
In connection with the Amalgamation, it is intended that AF2 will be renamed to "Everkind Corp." (the "Resulting Issuer"). The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals required by applicable corporate law, including the approval of the Exchange, as well as the satisfaction of conditions to closing as set out in the Amalgamation Agreement. It is intended that the Resulting Issuer will continue the business of Everkind and be listed on the Exchange as a tier 2 technology issuer, subject to Exchange approval.
About Everkind
Everkind was incorporated under the Business Corporations Act (Ontario), on March 10, 2022. Everkind is a digital wellness company focused on AI-assisted self-care practices. The Everkind Platform, a digital wellness platform, comprising a suite of software applications and related services, is delivered principally through the Everkind App. The Everkind Platform, through the Everkind App, integrates three core experiences that work together to support reflection, action, and ongoing growth: (i) the AI Journal, which is an AI conversational journal that prompts interactive self-reflection and generates insights, (ii) AI Activities which will include but not be limited to personalized meditation, breathing and mindfulness exercises, and (iii) the AI Companion, which is a SMS-based companion that supports on-the-go conversations, reminders, and check-ins, assistant-like use cases aimed at enhancing user engagement in ongoing daily life and providing reliable AI-based interaction experiences.
Everkind has 93,051,658 common shares ("Everkind Shares") issued and outstanding. Additionally, Everkind has 5,147,776 stock options and 437,572 restricted share units issued and outstanding.
Terms of the Proposed Transaction
The Transaction will be carried out pursuant to the terms of the Amalgamation Agreement, a copy of which is, or shortly will be, filed on AF2's SEDAR+ profile at www.sedarplus.ca. The below description of the terms of the Transaction and the Amalgamation Agreement is qualified in its entirety by reference to the full text of the Amalgamation Agreement.
Pursuant to the terms of the Amalgamation Agreement, at the effective time of the Amalgamation, Everkind will amalgamate with AF2 Subco to form an amalgamated entity ("Amalco"), which will continue as a wholly-owned subsidiary of AF2. In connection with the completion of the Amalgamation, each holder of Everkind Shares shall exchange their Everkind Shares for common shares in the capital of the Resulting Issuer ("Resulting Issuer Common Shares") on the basis of one (1) fully paid and non-assessable Resulting Issuer Common Share at a deemed price of $1.00 for every one (1) Everkind Share held. Each Everkind restricted share unit and stock option shall be exchanged for like securities of the Resulting Issuer.
AF2 intends to hold an annual and special meeting of its shareholders (the "AF2 Meeting") on April 13, 2026, to approve certain matters related to the Transaction, including, among other matters, the:
Appointment of SRCO Professional Corporation as the auditors of AF2 and the authorization of the board of directors of AF2 to fix the remuneration thereof;
fixing the number of directors of AF2 upon the completion of the Transaction;
election of the directors of AF2 to hold office from the effective time of the completion of the Transaction;
change in the name of AF2 from "AF2 Capital Corp." to "Everkind Corp." or such other name as the board of directors of AF2 deems appropriate;
adoption of a new omnibus equity compensation plan; and
majority of the minority approval of the Transaction by AF2 shareholders (collectively, the foregoing approvals, the "Required Approvals").
Additional details regarding the annual and special meeting of the shareholders of AF2 will be available in the management information circular delivered to shareholders of AF2, which will be filed on SEDAR+. The Amalgamation will be approved by the sole shareholder of AF2 Subco by way of a written resolution. The Amalgamation will further require the approval of the shareholders of Everkind.
In connection with the proposed Transaction, it is expected that 93,051,658 Resulting Issuer Common Shares will be issued to the holders of Everkind Shares (not including Everkind Shares issuable upon the conversion of Subscription Receipts (as defined below)). Based on the number of Everkind Shares outstanding as of the date hereof, and assuming the exchange of each Subscription Receipt into underlying securities, it is expected that there would be a minimum of 99,801,658 and a maximum of 100,801,658 Resulting Issuer Common Shares outstanding upon completion of the Transaction, on a non-diluted basis. On completion of the Transaction, the current shareholders of AF2 are expected to hold an aggregate of approximately 750,000 Resulting Issuer Common Shares, representing approximately 0.75% of the Resulting Issuer Common Shares, the current shareholders of Everkind would hold an aggregate of 93,051,658 Resulting Issuer Common Shares, representing approximately between 92.31% and 93.24% of Resulting Issuer Common Shares, and investors in the Financing (as defined below) would hold between 6,000,000 to 7,000,000 Resulting Issuer Common Shares, representing between 6.01% and 6.94% of the Resulting Issuer Common Shares.
The completion of the Amalgamation is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type. AF2 and Everkind anticipate closing the Transaction in mid to late April 2026.
Summary Financial Information of Everkind
Based on the audited annual financial statements for Everkind as at and for the years ended June 30, 2025 and 2024, and the unaudited interim financial statements for Everkind for the six months ended December 31, 2025:
| As at and for the six months ended December 31, 2025 (unaudited) | As at and for the year ended June 30, 2025 (audited) | As at and for the year ended June 30, 2024 (audited) | |
| Balance sheet data | |||
| Total assets | $3,801,318 | $1,299,653 | $Nil |
| Total liabilities | $360,965 | $222,868 | $11,700 |
| Shareholders' equity (deficit) | $3,440,353 | $1,076,785 | $(11,700) |
| Summary operating results | |||
| Revenue (interest income) | $19,359 | $1,240 | $Nil |
| Gross profit | $Nil | $Nil | $Nil |
| Operating expenses | $1,030,727 | $470,169 | $3,200 |
| Net loss before taxes | $1,011,468 | $468,929 | $3,200 |
| Tax expense | $Nil | $Nil | $Nil |
| Loss and comprehensive loss | $1,011,468 | $468,929 | $3,200 |
Further financial information will be included in the AF2 circular prepared in connection with the AF2 Meeting.
Financing of Subscription Receipts of Everkind
In connection with the Transaction, Everkind expects to complete a private placement (the "Financing") of a minimum of 6,000,000 and a maximum of 7,000,000 subscription receipts (the "Subscription Receipts") at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of between $6,000,000 and $7,000,000, which funds shall be placed in escrow pending the satisfaction of certain conditions (the "Escrow Release Conditions"). Each Subscription Receipt will convert into, immediately prior to the effective time of the Amalgamation upon satisfaction of the Escrow Release Conditions, one Everkind Share which will be then immediately exchanged for one Resulting Issuer Common Share pursuant to the Transaction. Completion of the Financing is a condition of the completion of the Transaction.
Each Subscription Receipt will automatically convert on the satisfaction or waiver of all of the following Escrow Release Conditions: (i) the completion, satisfaction or waiver of the conditions precedent to the Transaction, and the written confirmation thereof from each of Everkind and AF2; (ii) the receipt of all shareholder and regulatory approvals required for the Transaction; and (iii) the Resulting Issuer Common Shares being conditionally approved for listing on the Exchange.
Proceeds of the Financing
It is intended that the net proceeds from the Financing will be used for marketing the Everkind App, continued research and development, and general corporate purposes.
Sponsorship
Under the policies of the Exchange, the parties to the Transaction would generally be required to engage a sponsor for the Transaction unless an exemption or waiver from this requirement can be obtained. AF2 has obtained a waiver from the sponsorship requirements for the Transaction from the Exchange.
Resulting Issuer
Immediately following the completion of the Transaction, the Resulting Issuer is expected to consolidate its share capital on the basis of 1 post-consolidation AF2 common share for (6.66667) pre-consolidation AF2 common shares, or such other ratio that results in AF2 having 750,000 common shares, issued and outstanding upon completion of such consolidation, as well as change its name to "Everkind Corp.", and the Resulting Issuer will be a tier 2 technology issuer under the policies of the Exchange.
Conditions to Completion of the Transaction
It is intended that the Transaction, when completed, will constitute AF2's "Qualifying Transaction" in accordance with Policy 2.4 of the Exchange. Completion of the Transaction is subject to a number of conditions precedent, including, but not limited to, (i) acceptance by the Exchange and receipt of other applicable regulatory approvals; (ii) receipt of the Required Approvals at the AF2 Meeting, (iii) receipt of the requisite approval of the shareholders of Everkind of the Amalgamation, and (iv) completion of the Financing. There can be no assurance that the Transaction will be completed as proposed or at all.
Proposed Management and Board of Directors of Resulting Issuer
Concurrent with the completion of the Transaction, it is expected that all directors and officers of AF2 will resign and the directors and officers of the Resulting Issuer will be as follows:
Harrison Newlands, Chief Executive Officer and Director, Age 34
Harrison Newlands has a diverse understanding of capital markets, having invested, advised, and helped co-found dozens of mid-cap companies spanning close to a decade of experience in the industry. Mr. Newlands started his career working on Bay Street as a Research Associate at MacNicol & Associates, thereafter he transitioned into the cannabis industry, and was one of the co-founders of Fire & Flower Cannabis Co., one of Canada's first retail-focused cannabis companies, where he led its early growth and served as Director of Business Development from March 2017 to April 2019. Shortly thereafter, he helped take the first electric vehicle company public in Canada (Taiga Motors, where he served as strategic advisor from July 2019 to March 2020, as well as launched Hoshi International, a producer of medical cannabis with a state-of-the-art facility in Portugal, focusing on the emerging European market (where he served as Director of Strategic Relations from April 2019-August 2022, and Vice President of Strategy and Investor Relations from August 2021 to December 2022). Mr. Newlands then went on to co-found Hypercharge Networks, Canada's first publicly traded electric vehicle charging company (where he was a strategic advisor from January 2021 to July 2024). Mr. Newlands was formerly a partner at Rockbank Capital, a Vancouver based Merchant Bank (from July 2021-September 2023), and, since January 2018, he has been the managing partner of North King Capital, an independent Toronto-based consulting firm, where he focuses on providing advisory services to companies throughout North America, helping guide companies through the capital markets landscape. Mr. Newlands currently sits on the board of a local Ontario-based charitable foundation and mentors students and start-ups at the University of Guelph. Mr. Newlands has a Bachelor of Arts from the University of Guelph.
Supreet Pal Singh, Chief Technology Officer, Age 35
Mr. Singh is the Chief Technology Officer of Everkind Inc., based in Montreal, Canada. He is responsible for the design and implementation of Everkind's technology infrastructure, overseeing the development of scalable AI systems and Everkind Platform architecture.
Mr. Singh has over a decade of experience in software architecture and product engineering. Prior to joining Everkind, he founded GentleGossip, an AI-powered life coach and emotional-support platform. He previously served in senior architecture roles at PSL Group, where he led the modernization of such company's digital platforms and the development of DougallGPT, an AI platform providing clinicians with access to medical research. His work at PSL Group focused on standardizing system design and implementing scalable cloud-based infrastructure for enterprise applications.
Earlier in his career, Mr. Singh held software development and architecture roles at Fybr, FusionCharts, and uTrade Solutions, contributing to the design of IoT platforms, automated testing frameworks, and financial data-visualization systems. He holds a Bachelor of Engineering in Information Technology from Panjab University, India.
Within the last five years, Mr. Singh served as Software Architect at PSL Group Canada Ltd. (pharmaceutical marketing) from March 2020 to November 2024.
Brien Stelzer, Chief Operating Officer, Age 42
Mr. Stelzer is a Florida-based professional with extensive experience leading large-scale technology, operations, and innovation initiatives. He previously served as Program Manager on the CTO Enablement team at Expedia Group in Seattle, WA, where he was responsible for scoping, recommending, and implementing companywide strategic projects.
Prior to joining Expedia Group, Mr. Stelzer spent three years at Amazon in Seattle, WA, as a Senior Product Manager, where he managed the development of Amazon's global last-mile delivery asset tracking platform and successfully scaled such company's onsite maintenance and repair program from 18 to over 100 locations across North America.
Mr. Stelzer brings deep expertise in developing and scaling complex programs, orchestrating cross-functional teams, and negotiating and managing high-value partnerships exceeding $50 million annually.
He holds an MBA with a focus in Technology Strategy and an MSc in Public Policy from Carnegie Mellon University and is currently a candidate for an MSc in Clinical Mental Health Counseling at Capella University (expected 2026).
Within the last five years, Mr. Stelzer served as Lead Program Manager, Strategic Initiatives (Products & Tech) at Expedia Group (travel) from August 2023 to July 2025, and as Senior Product Manager, Platform Development (Products & Tech) at Amazon (eCommerce) from April 2020 to March 2023.
Jonathan Held, Chief Financial Officer and Director, Age 40
Mr. Held, CPA, CA, is a seasoned financial executive with CFO level experience for private / public companies. Mr. Held is a partner at ALOE Finance, a boutique firm specializing in transaction advisory and senior level finance solutions. Mr. Held has worked in a number of sectors including technology, biotech and natural resources, both domestic and international, and has been involved in numerous successful public market transactions including initial public offerings, reverse takeovers and financings. Mr. Held was previously the Chief Financial Officer of Awakn Life Sciences Corp., a research and development company in mental health, with an initial focus on addiction. Mr. Held holds a Bachelor of Mathematics and Masters of Accounting from the University of Waterloo.
Within the last five years, Mr. Held has served as a Partner at ALOE Finance Inc.
Nagar Rahmani, Director, Age 43
Nagar Rahmani is a Special Advisor at EnerTech Capital, where she focuses on the expansion of strategic partnerships, platform development, and sourcing new investment activity across the firm's funds, and assists in the development of its corporate residual fund strategy and building key corporate relationships for EnerTech.
Nagar brings over 15 years of experience in venture capital, private equity, and ecosystem development. She was previously a Partner at Maverix Private Equity, where she helped shape the firm's investment platform and led strategic partnerships, and capital formation. Prior to that, she co-led the Kensington Venture Funds, where she invested in both venture funds and early-stage technology companies across North America, served on numerous LP Advisory Committees, and held board positions with several Canadian technology companies. Ms. Rahmani holds a B.A. Hons from Western University.
She currently serves on the boards of 7Gen Inc. and Everkind, and is a member of the Odlum Brown Forum, a network of senior women leaders advancing female entrepreneurship.
Within the last five years, Ms. Rahmani has served as Special Advisor at EnerTech Capital (April 2025-present) and, previously, as Partner at Maverix Private Equity Ltd. (January 2020-February 2025).
Mark Saunders, Director, Age 62
Mark Saunders retired from the Toronto Police Service on July 31, 2020 with nearly 38 years of exemplary Service. Over his last 5 years Mr. Saunders served as Chief of Police, which at the time was the largest municipal Police Service in Canada and 4th largest in North America.
Mr. Saunders served on numerous committees and associations that address public safety issues on local, provincial, national and global levels. Some of these committees include in-depth knowledge in leadership skills, mental health in the work environment, and change management.
Mr. Saunders has been the recipient of numerous awards in recognition of his contributions to policing and service to the community, including Officer of the Order of Merit of the Police Forces and the Queen Elizabeth Diamond Jubilee Medal for Outstanding Community Contributions.
Mr. Saunders holds a Bachelor of Arts degree in Justice Studies.
Within the last five years, Mr. Saunders has been self-employed as a consultant through Mark Saunders Consulting Inc. He also currently serves as a director of Woodbine Entertainment Group and serves with the Senate of United Health Network.
Dr. Hamilton Jeyaraj, Director, Age 51
Dr. Hamilton Jeyaraj is a family physician and an interventional pain-management specialist in Ontario. Dr. Jeyaraj has been in active practice for the past 18 years in full spectrum family medicine including the care of patients with mental health conditions. Dr. Jeyaraj is currently an adjuvant assistant professor for the family medicine residency program at Queen's University in Kingston Ontario. Dr. Jeyaraj serves as the CEO of Medical Trust Clinics. Dr. Jeyaraj is the medical director of 3 different clinics across Ontario. Dr. Jeyaraj previously served as a director of a publicly listed company and was chair of the audit and compensation, governance & nomination committee during his tenure on the board. Dr. Jeyaraj completed his medical degree in India at the Kasturba Medical College in Manipal, India and completed his family medicine residency at University of Wisconsin. Dr. Jeyaraj also holds an Honors Bachelor of Science degree from University of Toronto.
Not a Non-Arm's Length Transaction
The Transaction is not a non-arm's length transaction in accordance with the policies of the Exchange. The Transaction is expected to constitute a "related party transaction" within Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). As the AF2 common shares are only listed on the Exchange, AF2 intends to rely on an exemption to the formal valuation requirement of MI 61-101. For greater certainty, it is expected that the Transaction will be subject to approval of the majority of the minority shareholders of AF2 (excluding Michael Galloro, Jonathan Held, Peter Simeon and John Muffolini) and accordingly AF2 is holding the AF2 Meeting on April 13, 2026, to seek, among others, approval of the Transaction by AF2's minority shareholders.
Finder's Fees
No finder's fees or commissions are payable by AF2 or Everkind in connection with the closing of the Transaction.
Circular
In connection with the Transaction and pursuant to Exchange requirements, AF2 will file a management information circular under its profile on SEDAR+ at www.sedarplus.ca, which will contain details regarding the Transaction, the Amalgamation, the Financing, AF2, Everkind and the Resulting Issuer.
Majority of the minority shareholder approval is required with respect to the Transaction under the rules of the Exchange. In the event any of the conditions set forth above are not completed or the Transaction does not proceed, AF2 will notify shareholders. Trading in the common shares of AF2 will remain halted and is not expected to resume trading until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any offer, sale, or solicitation of securities in any state in the United States in which such offer, sale, or solicitation would be unlawful.
Conditional Approval
The Exchange has conditionally approved the Transaction subject to fulfilment by AF2 and Everkind of certain requirements of the Exchange.
Investor Relations
Everkind has entered into the following agreements, which remain subject to the approval of the Exchange, with persons who will be providing promotional or investor relations services to Everkind, and to the Resulting Issuer upon completion of the Transaction:
Digital Marketing Services Agreement dated January 3, 2026 with Altura Media Co Inc., an arm's length party, having an office in Vancouver, British Columbia, pursuant to which Altura Media Co Inc. will provide digital marketing services, including the production of advertising and video or graphic creatives and optimization and management of digital traffic campaign, commencing on execution of the agreement for a period of twenty-four months, for consideration of $25,000 per month up to a maximum aggregate of $3,000,000 for the entire term of the agreement. An initial $150,000 is to be paid by March 31, 2026, such amount being applied to 25% of the monthly fee for the twenty-four months. Altura Media Co Inc. is an established marketing service provider, with Luis Matthias Campos providing the services to Everkind on behalf of Altura Media Co Inc., and neither Mr. Campos nor Altura Media Co Inc. is expected to have beneficial ownership of, or control or direction over, any securities of the Resulting Issuer, or a right to acquire the foregoing.
Marketing Agreement dated January 9, 2026 with i2i Marketing Group, LLC, an arm's length party, having an office in Key West, Florida, pursuant to which i2i Marketing Group, LLC will provide marketing and investor awareness services, including the production of marketing materials and online advertising and increasing market visibility and engagement among qualified retail investors, commencing in March 2026 for a period of up to twenty-four months, subject to continued services being provided on a month to month basis thereafter upon mutual agreement of the parties, for consideration of a minimum of US$50,000 per month up to an annual maximum aggregate of US$2,000,000. i2i Marketing Group, LLC is an established marketing service provider. Joe Grubb and Kailyn White will be providing the services to Everkind on behalf of i2i Marketing Group, LLC. Each of Joe Grubb and Kailyn White own, indirectly, 136,363 Everkind Shares. Everkind has also issued 1,000,000 Everkind options with an exercise price of $0.80, expiring five years from the date of issuance, which shall vest 15% on the six month anniversary from the date the Resulting Issuer Common Shares commence trading on the TSXV with 15% vesting on each of the 12-month, 18-month and 24-month, 30-month anniversary of such date and 25% vesting on the 36-month anniversary of such date.
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 AF2 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, AF2 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.
For further information, please contact:
AF2 - Michael Galloro, mgalloro@aloefinance.com
Everkind - Harrison Newlands, hello@everkind.com
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
The information contained or referred to in this press release relating to Everkind has been furnished by Everkind. Although AF2 has no knowledge that would indicate that any statement contained herein concerning Everkind is untrue or incomplete, neither AF2 nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals, and any ancillary matters thereto, are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This forward-looking information in respect of AF2 and Everkind reflects Everkind's or AF2's, as the case may be, current beliefs and is based on information currently available to AF2 and Everkind, respectively, and on assumptions AF2 and Everkind, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management's assumptions about the Exchange approval for the Transaction, majority of the minority shareholder approval, closing of the Financing, closing of the Amalgamation announced above and Everkind's assumptions regarding its business objectives.
Forward-Looking Information Cautionary Statement
This release includes forward-looking information ("forward-looking information") within the meaning of Canadian securities laws regarding AF2, AF2 Subco, Amalco, Everkind, the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion, and the terms and conditions, of the Transaction, the Everkind business plans, the satisfaction of conditions to closing, Everkind shareholder approval, majority of the minority shareholder approval of AF2, the proposed composition of the board of directors of the Resulting Issuer, the proposed business and business plans of the Resulting Issuer, the Financing, the terms and timing on which the Transaction and the Financing are intended to be completed, the use of the net proceeds from the Financing, the ability to obtain regulatory and shareholder approvals, the name of the Resulting Issuer and the business plans of the Resulting Issuer. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes", "estimates" or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each respective entity believes that the assumptions underlying the forward-looking information as applicable to them or their respective businesses or the Transaction are reasonable, such forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of AF2, Everkind and the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information and may prove to be incorrect. The forward-looking information, events and circumstances discussed in this release, including but not limited to regulatory approval, completion of the Transaction (and the proposed terms upon which the Transaction is proposed to be completed) and the Financing, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including the risk that Everkind and AF2 may not obtain all requisite approvals for the Transaction, including the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction), risks of the artificial intelligence industry, failure to obtain regulatory or shareholder approvals, general business, economic, competitive, political and social uncertainties, any estimated amounts, timing of the Financing, the equity markets generally, general capital market conditions and market prices for junior market securities, and changes in legislation, including legislation affecting AF2, Everkind and the Resulting Issuer. Although AF2 and Everkind have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking information contained herein. No statements comprising forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information contained herein speak only as of the date on which they are made and AF2 and Everkind undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288368
Source: AF2 Capital Corp.
