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These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States unless an exemption from registration is available. This press release does not constitute an offer to sell or the solicitation of any offer to buy these securities in the United States.

TORONTO, May 20, 2026 /CNW/ - AF3 Capital Corp. ("AF3" or the "Company") (TSX VENTURE: AFC.P) is pleased to announce that on May 20, 2026, it has successfully completed its initial public offering ("Offering"), raising gross proceeds of $300,000 pursuant to an amended and restated final prospectus dated May 12, 2026. An aggregate of 3,000,000 common shares in the capital of the Company (the "Shares") were subscribed for at a price of $0.10 per Share.

Haywood Securities Inc. (the "Agent") acted as agent for the Offering.  The Agent received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee and 300,000 non-transferable compensation warrants (the "Agent's Options"), with each Agent's Option exercisable to acquire one Share at a price of $0.10 per Share for a period of 60 months following the closing date of the Offering.

The Company is a "capital pool company" and intends to use the net proceeds of the Offering to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the policies of the Exchange. On May 15, 2026, the Exchange issued a bulletin announcing the listing of the Shares as of market close on May 19, 2026. The Shares will begin trading under the trading symbol "AFC.P" on May 20, 2026.

Upon closing of the Offering, AF3 granted an aggregate of 550,000 CPC stock options to its directors and officers, with each option exercisable to acquire one Share at an exercise price of $0.10 per Share for a period of 10 years from the date of grant.  All CPC stock options are subject to escrow under applicable TSXV policies. As a result of the closing of its initial public offering, AF3 now has 5,500,000 Shares issued and outstanding.

About the Company

AF3 is a capital pool company ("CPC") within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The board of directors of the Company consists of Messrs. Michael Galloro, Peter Simeon and Jonathan Held. The officers of the Company are Michael Galloro, Chief Executive Officer and Corporate Secretary, and Shahnewaz Shahidi, Chief Financial Officer. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

Forward Looking Information

This news release contains statements about AF3's expectations regarding the completion of the application for listing, and the commencement of trading, on the Exchange that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as final listing approval from the Exchange. Although AF3 believes that the expectations reflected in these forward-looking statements are reasonable as AF3 assumes it will be able to fulfill the terms of the conditional listing approval granted by the Exchange, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to fulfill conditions of listing and inability to obtain required regulatory approvals. The forward-looking statements contained in this news release are made as of the date hereof, and AF3 undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

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

SOURCE AF3 Capital Corp.