Everkind Wellness Inc. to Acquire Razroze Inc. to Expand Institutional Research Collaborations and Proprietary AI Safety Capabilities

Closing shares carry a staged release schedule, with 25% retained for twelve months as an indemnity holdback.

Rhea-AI Summary

Everkind Wellness (EKWIF) signed a definitive agreement to acquire Razroze for up to CAD $250,000 in Everkind common shares. The October 27, 2026 agreement covers all Class A and Class B shares. Closing consideration is CAD $125,000, or 197,160 shares at CAD $0.634 each; another CAD $125,000 in shares depends on additional milestones.

Razroze's research initiatives include an approved CAD $240,000 Mitacs project with the University of Waterloo and a CAD $170,000 Mitacs study with CAMH and the University of Toronto. Everkind aims to apply Razroze's AI safety frameworks to future platform enhancements. Founder Rastin Rassoli may earn up to CAD $25,000 cash and 31,250 restricted share units for transition support, subject to milestones. Closing requires accounting records, intellectual-property ownership verification, no material adverse change, and regulatory and TSXV acceptance.

4 points · 0 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

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0 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Definitive acquisition agreement would bring 100% of Razroze's shares into Everkind.
• Minor pointApproved CAD $240,000 Mitacs project with the University of Waterloo forms part of Razroze's research initiatives.
• Minor pointCAD $170,000 Mitacs study with CAMH and the University of Toronto adds institutional research collaborations.
• Minor point. Forward-looking: it has not happened yet and may not happen.AI safety frameworks are intended to inform future enhancements to Everkind's platform.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.197,160 closing shares at CAD $0.634 each represent CAD $125,000 of acquisition consideration and dilute holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional CAD $125,000 in shares depends on milestones, priced using the preceding five-day volume-weighted average price.
• Minor point. Forward-looking: it has not happened yet and may not happen.Transition consulting compensation may cost up to CAD $25,000 cash upon specified milestones.
• Minor point. Forward-looking: it has not happened yet and may not happen.Up to 31,250 restricted share units add potential dilution, subject to milestones and TSXV acceptance.
• Minor pointClosing remains conditional on accounting records, intellectual-property ownership verification, no material adverse change, and regulatory and TSXV acceptance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario--(Newsfile Corp. - October 28, 2026) - Everkind Wellness Inc. (TSXV: EK) (FSE: CG30) (OTCQB: EKWIF) (the "Company" or "Everkind"), a wellness platform built for emotional self-care, is pleased to announce that it has entered into a definitive share purchase agreement dated October 27, 2026 (the "Agreement") to acquire 100% of the issued and outstanding shares of Razroze Inc. ("Razroze"), a Canadian health-technology company developing conversational artificial intelligence models, clinical safety evaluation frameworks, and institutional research partnerships (the "Transaction").

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 multi-agent conversational guardrails. These takeaways 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 CAD Mitacs Accelerate project with the University of Waterloo under the academic supervision of Dr. Helen Chen, alongside a $170,000 CAD 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 healthcare 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 strategy to accelerate growth and build long-term shareholder value," stated Harrison Newlands, Chief Executive Officer of Everkind Wellness Inc. "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 CEO of Razroze Inc. "Everkind's dedication to user privacy, accessibility, and proactive 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% of the issued and outstanding Class A and Class B shares of Razroze for aggregate consideration of up to $250,000 CAD in common shares of Everkind ("Consideration Shares"):

• $125,000 CAD at closing being 197,160 Consideration Shares at a deemed price of 0.634 per share, based on the five (5) day volume-weighted average price ("VWAP") on the TSX Venture Exchange ("TSXV") immediately prior to execution of the Agreement; and

• $125,000 CAD in Consideration Shares upon meeting certain additional milestones, which shall be priced based on the 5-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% released on the Closing Date and 25% released every six (6) months thereafter, in addition to statutory four-month-and-one-day hold periods under applicable Canadian securities laws and TSXV policies. Twenty-five percent (25%) of the closing Consideration Shares will be retained as an indemnity holdback for a period of twelve (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 TSXV 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 TSXV acceptance.

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

The common shares to be issued under the Agreement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

About Everkind Wellness Inc.

Everkind Wellness Inc. is a Toronto-based emotional wellness company making mental and emotional support accessible, affordable, and stigma-free. Its platform combines AI-powered journaling 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. Private, non-clinical, and designed for real life. Learn more at www.everkind.com.

For further information:

Everkind contact: Harrison Newlands — hello@everkind.com - 647-366-2795

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. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. 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. Forward-looking statements in this news release include, but are not limited to, statements regarding the satisfaction of closing conditions and the completion of the Transaction; the receipt of TSXV acceptance; the integration of Razroze's technology, intellectual property, and research relationships into Everkind; the anticipated benefits to Everkind's platform capabilities; the potential achievement of milestones and the issuance of Consideration Shares; and the release of research funds under the Mitacs grant programs. These statements assume that all conditions precedent to closing will be satisfied or waived, that TSXV acceptance will be received in a timely manner, that the research collaborations with the University of Waterloo and CAMH will proceed as planned, that the research grants will be released in accordance with their terms, and that no material adverse change occurs in the business of Razroze or the Company. 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/321367

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will Everkind pay to acquire Razroze?

Everkind agreed to pay up to CAD $250,000 in common shares for all Razroze Class A and Class B shares. The closing payment is CAD $125,000 through 197,160 shares at CAD $0.634 each. Another CAD $125,000 in shares is payable upon additional milestones, priced using the five-day volume-weighted average price immediately before each milestone is achieved.

What restrictions apply to Everkind shares issued at the Razroze acquisition closing?

The closing shares have a contractual release schedule of 25% at closing and 25% every six months thereafter, alongside statutory four-month-and-one-day hold periods. Separately, 25% of the closing shares will be retained as an indemnity holdback for twelve months following closing.

When can Razroze founder Rastin Rassoli's Everkind restricted share units vest?

No restricted share units can vest before the first anniversary of grant. Rassoli may earn up to 31,250 units upon specified milestones under his transition consulting agreement, and the grant requires TSXV acceptance.