AF2 Capital Corp. Announces Repricing of Concurrent Financing in Connection with its Proposed Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - May 15, 2026) - AF2 Capital Corp. (TSXV: AF.P) ("AF2"), a capital pool company as defined under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange"), announces that, further to its press releases dated October 16, 2025 and March 12, 2026, it has agreed with Everkind Inc. ("Everkind") to amend certain terms of the previously announced amalgamation agreement dated March 12, 2026 (the "Amalgamation Agreement") to reprice the concurrent private placement subscription receipt financing (the "Concurrent Financing") from $1.00 to $0.80 per subscription receipt (the "Subscription Receipts"). The gross proceeds to be raised pursuant to the Concurrent Financing remain between $6,000,000 and $7,000,000.

The Transaction

As previously announced, AF2 and Everkind have entered into the Amalgamation Agreement pursuant to which AF2 will consolidate its share capital (the "AF2 Consolidation") and then AF2's wholly-owned subsidiary, 1001520531 Ontario Inc., will amalgamate with Everkind (the "Amalgamation") and become a wholly-owned subsidiary of AF2, in order to complete AF2's qualifying transaction (the "Transaction"). In connection with the Transaction, it is intended that AF2 will be renamed "Everkind Corp." (the "Resulting Issuer") or such other name as may be approved by British Columbia Registry Services, and the Resulting Issuer will carry on the business of Everkind, subject to all required approvals.

In connection with the Transaction, Everkind expects to complete the Concurrent Financing issuing a minimum of 7,500,000 and a maximum of 8,750,000 Subscription Receipts at an amended price of $0.80 per Subscription Receipt for aggregate gross proceeds of between $6,000,000 and $7,000,000, which funds shall be placed in escrow pending the satisfaction of certain conditions (the "Escrow Release Conditions"). Each Subscription Receipt will convert into, immediately prior to the effective time of the Amalgamation upon satisfaction of the Escrow Release Conditions, one Everkind common share which will then be immediately exchanged for one common share of the Resulting Issuer ("Resulting Issuer Share") pursuant to the Transaction. Completion of the Concurrent Financing is a condition of the completion of the Transaction.

Schreibe Deinen Kommentar