Mr. Harrison Newlands reports

EVERKIND WELLNESS INC. TO ACQUIRE RAZROZE INC. TO EXPAND INSTITUTIONAL RESEARCH COLLABORATIONS AND PROPRIETARY AI SAFETY CAPABILITIES

Everkind Wellness Inc. has entered into a definitive share purchase agreement dated Oct. 27, 2026, to acquire 100 per cent of the issued and outstanding shares of Razroze Inc., a Canadian health-technology company developing conversational artificial intelligence models, clinical safety evaluation frameworks and institutional research partnerships.

Razroze is a health technology company with deep roots across Canada's premier health-technology and research ecosystems. Founded by alumni of the University of Waterloo and the University of Toronto with backgrounds in psychology and computer science, Razroze has earned recognition for its sophisticated conversational architectures and its proprietary SPARA (Safety Psychology Assessment and Risk Analysis) model. As part of the transaction, Everkind aims to apply key technical insights and foundational frameworks -- notably learnings from the SPARA model, clinical technique prompt databases and multiagent conversational guardrails. These take-aways have the potential to inform future enhancements across Everkind's core platform, helping to further evolve its evidence-aligned, daily emotional wellness companion.

Through this acquisition, Everkind significantly expands its research and scientific footprint by absorbing Razroze's formidable network of academic collaborations and institutional clinical research programs. These initiatives include an approved $240,000 Mitacs Accelerate project with the University of Waterloo under the academic supervision of Dr. Helen Chen, alongside a $170,000 Mitacs Accelerate global excellence study with the Centre for Addiction and Mental Health (CAMH) and the University of Toronto under Dr. Gillian Strudwick. By bringing these advanced research pipelines and institutional partnerships into the Everkind corporate umbrella, Everkind solidifies its position at the forefront of evidence-informed digital wellness and deepens its collaboration with Canada's top health care and academic research institutions.

"This transaction marks an exciting milestone as Everkind's first strategic acquisition since our public listing, reflecting our disciplined M&A [merger and acquisition] strategy to accelerate growth and build long-term shareholder value," stated Harrison Newlands, chief executive officer of Everkind Wellness. "Razroze has established extraordinary relationships with leading research institutions such as the University of Waterloo and CAMH. By welcoming their institutional research network into our corporate portfolio, we significantly enhance our scientific foundation and position Everkind at the leading edge of evidence-informed digital wellness, a blueprint we aim to replicate as we continue evaluating strategic expansion opportunities."

"Joining Everkind provides the ideal operational and commercial home to scale the research and technological foundation we have built," said Rastin Rassoli, founder and chief executive officer of Razroze. "Everkind's dedication to user privacy, accessibility and pro-active mental self-care mirrors our own core philosophy. We look forward to working closely with Harrison and the Everkind team to enrich Everkind's conversational companion."

Transaction details

Pursuant to the terms of the agreement, Everkind will acquire 100 per cent of the issued and outstanding Class A and Class B shares of Razroze for aggregate consideration of up to $250,000 in common shares of Everkind:

• $125,000 at closing, being 197,160 consideration shares at a deemed price of 63.4 cents per share, based on the five-day volume-weighted average price (VWAP) on the TSX Venture Exchange immediately prior to execution of the agreement;
• $125,000 in consideration shares upon meeting certain additional milestones, which shall be priced based on the five-day VWAP immediately prior to the date each milestone is achieved.

All consideration shares issued at closing will be subject to a contractual lock-up schedule, with 25 per cent released on the closing date and 25 per cent released every six months thereafter, in addition to statutory four-month-and-one-day hold periods under applicable Canadian securities laws and TSX-V policies. Twenty-five per cent of the closing consideration shares will be retained as an indemnity holdback for a period of 12 months following closing.

Rastin Rassoli, Razroze's founder, will enter into a consulting agreement with Everkind to support the transition, under which he may earn up to $25,000 in cash and up to 31,250 restricted share units (RSUs) on achievement of specified milestones. No RSUs will vest before the first anniversary of grant, and the grant is subject to TSX-V acceptance.

The transaction is an arm's-length transaction. Closing of the transaction is subject to customary closing conditions, including the delivery of accounting records, verification of intellectual property chain of title, absence of material adverse change, and receipt of required regulatory and TSX-V acceptance.

All dollar amounts in this news release are expressed in Canadian dollars.

About Everkind Wellness Inc.

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

We seek Safe Harbor.