Mr. Michael Galloro reports

AF3 CAPITAL CORP. ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING

On May 20, 2026, AF3 Capital Corp. has completed its initial public offering, raising gross proceeds of $300,000 pursuant to an amended and restated final prospectus dated May 12, 2026. An aggregate of three million common shares in the capital of the company were subscribed for at a price of 10 cents per share.

Haywood Securities Inc. acted as agent for the offering. The agent received a cash commission equal to 10 per cent of the gross proceeds of the offering, a corporate finance fee and 300,000 non-transferable compensation warrants, with each agent's option exercisable to acquire one share at a price of 10 cents per share for a period of 60 months following the closing date of the offering.

The company is a capital pool company and intends to use the net proceeds of the offering to identify and evaluate assets or businesses for acquisition with a view to completing a qualifying transaction under the policies of the exchange. On May 15, 2026, the exchange issued a bulletin announcing the listing of the shares as of market close on May 19, 2026. The shares will begin trading under the trading symbol AFC.P on May 20, 2026.

Upon closing of the offering, AF3 granted an aggregate of 550,000 capital pool company stock options to its directors and officers, with each option exercisable to acquire one share at an exercise price of 10 cents per share for a period of 10 years from the date of grant. All CPC stock options are subject to escrow under applicable TSX Venture Exchange policies. As a result of the closing of its initial public offering, AF3 has 5.5 million shares issued and outstanding.

About AF3 Capital Corp.

AF3 is a capital pool company within the meaning of the policies of the exchange that has not commenced commercial operations and has no assets other than cash. The board of directors of the company consists of Michael Galloro, Peter Simeon and Jonathan Held. The officers of the company are Mr. Galloro, chief executive officer and corporate secretary, and Shahnewaz Shahidi, chief financial officer. 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.

We seek Safe Harbor.