Toronto, Ontario--(Newsfile Corp. - August 19, 2026) - AF2 Capital Corp. (TSXV: AF.P) ("AF2" or the "Company"), a capital pool company as defined under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange"), announces that it intends to file a notice of alteration effective as of August 20, 2026 (the "Effective Date") to change its name to "Everkind Wellness Inc." (the "Name Change") and to complete a share consolidation on the basis of 5.33333 pre-consolidation common shares for each one (1) post-consolidation common share (the "Consolidation") effective as of the Effective Date. The Name Change and Consolidation are being completed in connection with the Company's business combination with Everkind Inc. ("Everkind"), which will constitute the Company's Qualifying Transaction (the "Proposed Transaction"), as defined under Policy 2.4 of the Exchange.
The new CUSIP number for the common shares of the Company will be 30036E104 and the new ISIN number will be CA30036E1XXX. Following the Consolidation, the Company will have approximately 937,500 common shares issued and outstanding prior to rounding for fractional common shares. No fractional common shares will be issued as a result of the Consolidation, and any fractional common shares will be rounded down to the nearest whole number.
Registered shareholders holding share certificates of the Company will be mailed a letter of transmittal from the Company's transfer agent, Endeavor Trust Corporation, advising them of the Name Change and the Consolidation and instructing them to surrender and exchange their share certificates or Direct Registration System (DRS) statements evidencing their pre-consolidated common shares for new share certificates or new DRS statements representing the number of post-consolidated common shares to which they are entitled. Non-registered shareholders holding common shares of the Company through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered shareholders. If shareholders hold their common shares of the Company through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries.
The Name Change and Consolidation were approved at the meeting of shareholders of the Company held on April 13, 2026.
About the Company
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.
About Everkind
Everkind Inc. 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.
Forward-Looking Information Cautionary Statement
This release includes forward-looking information ("forward-looking information") within the meaning of Canadian securities laws. Forward-looking information in this press release may include, but is not limited to, statements with respect to the completion of the Name Change, the Consolidation and the Proposed Transaction (and the terms thereof), the business plans and objectives of Everkind and the treatment of fractional common shares in connection with the Consolidation. 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 statements 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 Proposed 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 the Company and Everkind 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 and completion of the Proposed Transaction (and the proposed terms upon which the Proposed Transaction is proposed to be completed), 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 Proposed Transaction, including the approval of the Exchange for the Proposed Transaction (which may be conditional upon amendments to the terms of the Proposed Transaction), risks of the artificial intelligence industry, failure to obtain regulatory approvals, general business, economic, competitive, political and social uncertainties, any estimated amounts, the equity markets generally, general capital market conditions and market prices for junior market securities, and changes in legislation, including legislation affecting AF2 and Everkind. 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 speaks 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.
For further information, please contact:
AF2 - Michael Galloro, mgalloro@aloefinance.com
Everkind - Harrison Newlands, hello@everkind.com
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.
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Source: Everkind Wellness Inc.
