Everkind Announces Closing of Private Placement of Subscription Receipts

Toronto, Ontario--(Newsfile Corp. - August 17, 2026) - Everkind Inc. (the "Company") is pleased to announce that it has closed a non-brokered private placement through the issuance of 7,625,000 subscription receipts (each, a "Subscription Receipt") at a price of $0.80 (the "Issue Price") per Subscription Receipt for aggregate gross proceeds of $6,100,000 (the "Offering").

"We are thrilled by the continued support from our investors in this financing, which validates both our business model and our vision for the future of digital mental health," said Harrison Newlands, Founder and CEO. "These funds place Everkind in a robust financial position as we work toward completing our public listing. and executing on our strategic growth initiatives in 2026 and beyond."

The gross proceeds of the Offering (the "Escrowed Funds") are being held in escrow on behalf of the subscribers of the Subscription Receipts by Endeavor Trust Company (the "Escrow Agent"), pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated August 14, 2026, between the Company and the Escrow Agent. Each Subscription Receipt will be automatically converted, without payment of any additional consideration and without further action on the part of the holder thereof, for one common share (each, a "Common Share") in the capital of the Company upon satisfaction or waiver of the escrow release conditions (the "Escrow Release Conditions") set out below and in the Subscription Receipt Agreement and prior to a Termination Event (as defined below), subject to adjustment in certain events.

The Escrow Release Conditions means each of the following being satisfied and/or waived:

1. the completion, satisfaction or waiver of all conditions precedent to the business combination between the Company and AF2 Capital Corp. ("AF2"), currently contemplated to be by way of three cornered amalgamation, in accordance with the binding amalgamation agreement entered into by the Company and AF2 (the "Proposed Transaction") other than the release of the Escrowed Funds;
2. the receipt of all shareholder and regulatory approvals required for the Proposed Transaction;
3. written confirmation from each of the Company and AF2 that all conditions of the Proposed Transaction have been satisfied or waived, other than release of the Escrowed Funds, and that the Proposed Transaction shall be completed forthwith upon release of the Escrowed Funds;
4. the distribution of the common shares (each, a "Resulting Issuer Share") of the Company resulting from the Proposed Transaction (the "Resulting Issuer") to be issued in exchange for the Underlying Shares pursuant to the Proposed Transaction following the satisfaction of the Escrow Release Conditions being exempt from applicable prospectus and registration requirements of applicable securities laws and not subject to any hold or restricted period;
5. the common shares (each, a "Resulting Issuer Share") of the company resulting from the Proposed Transaction (the "Resulting Issuer") being conditionally approved for listing on the TSX Venture Exchange (the "TSXV") and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrow Funds; and
6. the Corporation shall have delivered a release notice to the Subscription Receipt Agent.

The date on which the Escrow Release Conditions are satisfied is hereinafter referred to as the "Escrow Release Date".

In the event that: (i) the Escrow Agent does not receive the release notice contemplated by the Subscription Receipt Agreement prior to 5:00 p.m. (Toronto time) on December 14, 2026 (the "Escrow Release Deadline"); or (ii) prior to the Escrow Release Deadline, the Company announces to the public that it does not intend to proceed with the Proposed Transaction and/or satisfy the Escrow Release Conditions (each, a "Termination Event"), the Escrowed Proceeds (plus any interest accrued thereon) will be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds are not sufficient to refund the aggregate Issue Price paid to the holders of the Subscription Receipts, the Company will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.

The securities issued pursuant to the Offering will be subject to a hold period of four months and a day from the later of the closing date and the date the Company becomes a reporting issuer in any province or territory.

The securities that will be issued in connection with the Offering will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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, and 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.

Additional Information

Additional information regarding the Proposed Transaction and AF2, including the proposed management team and board of directors of the Resulting Issuer, will be made publicly available by the Company and AF2 in accordance with applicable securities laws and stock exchange requirements.

ON BEHALF OF THE BOARD OF DIRECTORS:

Harrison Newlands
Contact: [email protected]

READER ADVISORY

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and information concerning the Proposed Transaction, the expected business of the Resulting Issuer. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the Company, AF2, the Resulting Issuer, and the Proposed Transaction, the timely receipt of all required securityholder, TSXV and regulatory approvals and the satisfaction of other closing conditions in accordance with the terms of a definitive agreement. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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