Mr. Harrison Newlands reports

EVERKIND WELLNESS INC. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Further to Everkind Wellness Inc.'s press releases dated Oct. 14, 2025, March 12, 2026, and May 15, 2026, it has completed its previously announced qualifying transaction pursuant to which the company acquired all of the issued and outstanding securities of Everkind Inc. The transaction constitutes the company's qualifying transaction under Policy 2.4 -- Capital Pool Companies of the TSX Venture Exchange.

"Completing our qualifying transaction and listing on the TSX Venture Exchange marks a transformative milestone for Everkind," said Harrison Newlands, founder and chief executive officer. "This milestone, paired with our $6.1-million financing, provides the capital and visibility needed to scale our AI-driven wellness platform. As we enter the public markets, our focus remains on expanding our reach, deepening our strategic partnerships and delivering daily, accessible emotional support to our users."

The transaction

The transaction was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the company, its wholly owned subsidiary, 1001520531 Ontario Inc. (AF2 Subco), and Everkind, pursuant to which AF2 Subco and Everkind amalgamated to continue as one corporation and a wholly owned subsidiary of the company. In connection with the closing, holders of common shares of Everkind received one postconsolidation common share in the capital of the company for each Everkind share held, and each outstanding stock option and restricted share unit of Everkind was exchanged for like securities of the company.

Subject to the company fulfilling all of the exchange's listing requirements, it is expected that the common shares will commence trading on the exchange under the new ticker symbol EK at the open of markets on Aug. 26, 2026.

Concurrent financing

In connection with the transaction, Everkind completed a non-brokered private placement of an aggregate of 7,625,000 subscription receipts at a price of 80 cents per subscription receipt for aggregate gross proceeds of $6.1-million. Immediately prior to the effective time of the amalgamation, and upon satisfaction of the escrow release conditions, each subscription receipt converted into one Everkind share, which was then exchanged for one common share pursuant to the transaction. Completion of the concurrent financing was a condition to the completion of the transaction.

The net proceeds of the concurrent financing are intended to be used for marketing the Everkind App, continued research and development, and for general corporate purposes. In connection with the concurrent financing, the company paid aggregate cash finder's fees of $100,776.

Name change and consolidation

Immediately prior to the closing of the transaction, the company filed a notice of alteration to change its name from AF2 Capital Corp. to Everkind Wellness Inc. and consolidated its issued and outstanding common shares on the basis of one postconsolidation common share for every 5.33333 preconsolidation common shares. The company's new Cusip and ISIN numbers are 30036E104 and CA30036E1043, respectively.

Letters of transmittal with respect to the name change and consolidation will be mailed to registered shareholders of the company. All registered shareholders with physical certificates will be required to send their respective share certificates representing preconsolidation common shares, along with a properly executed letter of transmittal, to the company's registrar and transfer agent, Endeavor Trust Company, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their common shares through a broker, investment dealer, bank or trust company, or other intermediary should contact that nominee or intermediary for assistance in depositing their common shares in connection with the consolidation.

On completion of the transaction, the issued and outstanding share capital of the company consists of: (i) 101,523,249 common shares; (ii) outstanding stock options to acquire 5,536,276 common shares; and (iii) 593,908 restricted share units.

Directors and officers

In connection with the transaction, the company's board of directors and management have been reconstituted. The board of directors now comprises Harrison Newlands, Mark Saunders, Nagar Rahmani, Jonathan Held and Dr. Hamilton Jeyaraj. The company's management team consists of Harrison Newlands as chief executive officer, Jonathan Held as chief financial officer and corporate secretary, Brien Stelzer as chief operating officer, and Supreet Pal Singh as chief technology officer.

Additional information regarding the transaction is contained in the company's management information circular dated March 12, 2026, and in the company's news releases dated Oct. 14, 2025, March 12, 2026, and May 15, 2026, in each case available under the company's profile on SEDAR+.

About Everkind Wellness Inc.

Everkind is a Toronto-based emotional wellness company making mental and emotional support accessible, affordable, and stigma-free. Its platform combines artificial-intelligence-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.

We seek Safe Harbor.