LDB Capital Corp. Announces Proposed Qualifying Transaction with Eventer Technologies Ltd.

Executive Summary

• LDB Capital Corp. entered into a Letter of Intent to acquire 100% of Eventer Technologies Ltd. in an arm‑length share‑exchange transaction.
• Upon closing, Eventer shareholders will receive ~21.5 M LDB shares, giving them 65% ownership of the combined entity; existing LDB shareholders will retain 35%.
• The transaction is expected to close no later than 27 Mar 2026, subject to regulatory approvals and a bridge loan of up to C$250,000 for Eventer’s working capital.

Key Details

• Transaction Structure: Share exchange – Eventer shares for LDB common shares; possible completion via amalgamation, plan of arrangement, or other structure.
• Valuation: Eventer valued at approximately $4,087,253 based on an assumed LDB share price of C$0.19.
• Post‑Closing Ownership: 65% to Eventer selling shareholders, 35% to existing LDB shareholders; ~33,095,168 LDB shares outstanding on a non‑diluted basis.
• Timeline: Definitive agreement targeted by 9 Jan 2026; closing expected by 27 Mar 2026. Annual general and special shareholder meeting anticipated for Feb 2026 (ancillary matters only).
• Bridge Loan: Up to C$250,000 secured loan to Eventer, interest at a commercially reasonable rate, secured by a general security agreement. No other financing anticipated.
• Board Composition (post‑closing): 3 directors – 2 nominated by Eventer, 1 by LDB; CEO and CFO of the combined entity will be Eventer’s current CEO and CFO.
• Finder’s Fee: Approx. 1,075,592 LDB shares to be issued to Capitalink Ltd., Hike Capital Inc., and L.I.A. Pure Capital Ltd. as compensation for advisory services.
• Regulatory Conditions: Requires director, shareholder, Exchange, and possibly Israel Tax Authority approvals; audited IFRS financials for Eventer (2023‑2024) and interim statements; minimum C$250 k working capital each for LDB and Eventer; minimum C$150 k net cash for Eventer at closing.
• Trading Halt: LDB common shares halted pending filing of required documentation with the TSX Venture Exchange.

Notable Quotes

• “We are pleased to announce this definitive step toward creating a Tier 2 technology issuer that leverages Eventer’s innovative SaaS platform,” – David Eaton, CEO, LDB Capital Corp.