AF2 Capital Corp. Enters into Letter of Intent for Reverse-Takeover Transaction with EverKind Inc.

Toronto, Ontario--(Newsfile Corp. - October 14, 2025) - AF2 Capital Corp. (TSXV: AF.P) ("AF2" or the "Company") is pleased to announce it has entered into a non-binding letter of intent dated October 14, 2025 (the "LOI") with EverKind Inc. ("EverKind"), an AI-powered emotional wellness platform, which sets forth, in general terms, the basic terms and conditions upon which EverKind and AF2 will combine their business operations resulting in a reverse takeover of AF2 by EverKind and its shareholders (the "Transaction"). It is intended that the Transaction will constitute the "Qualifying Transaction" of AF2 as such term is defined in Exchange Policy 2.4 - Capital Pool Companies, resulting in the combination of EverKind and AF2, with the common shares of the resulting issuer to the Transaction (the "Resulting Issuer Shares") being listed on the TSX Venture Exchange (the "Exchange"), subject to approval of the Exchange.

EverKind is an AI-powered emotional wellness platform that helps users navigate mental and emotional challenges through intelligent, accessible tools. By combining cutting-edge AI with evidence-based wellness practices, EverKind supports users in building balance, clarity, and personal growth.

Pursuant to the terms of the LOI, it is intended that AF2 and EverKind will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure. The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice. The acceptance of the LOI is being followed by good faith negotiations of definitive documentation, including a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") among the parties setting forth the detailed terms of the Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of similar nature and magnitude to the Transaction.

AF2 is a capital pool corporation (a "CPC") as defined under the policies of the Exchange, and it is expected that an application for the listing of the Resulting Issuer Shares will be submitted to the Exchange following the execution of the Definitive Agreement. Completion of the Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. The Transaction is considered a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and will be subject to majority of the minority shareholder approval. There can be no certainty that the Transaction will be completed on the terms set out in the LOI or at all.