LDB Capital enters LOI to acquire Eventer as QT

Executive Summary

• LDB Capital Corp. has entered into a non-binding Letter of Intent (LOI) to acquire Eventer Technologies Ltd. (an Israeli software company) in an arm's-length share exchange transaction, which is expected to constitute a "qualifying transaction" under TSX Venture Exchange Policy 2.4.
• Upon completion, selling shareholders of Eventer will own 65% of the resulting issuer, while existing LDB shareholders will retain 35%. The transaction values Eventer at approximately $4.09 million based on an issue price of 19 cents per share.
• The transaction is subject to various conditions, including regulatory approvals, audited financials, and minimum working capital requirements, with a definitive agreement expected by January 9, 2026, and closing anticipated by March 27, 2026.

Key Details

• Transaction Structure: Share exchange transaction where LDB acquires all issued and outstanding shares of Eventer in exchange for common shares of LDB.
• Ownership Post-Transaction:
  • Selling Shareholders (Eventer): 65.0% of resulting issuer shares.
  • Existing LDB Shareholders: 35.0% of resulting issuer shares.
• Valuation and Share Count:
  • Total resulting issuer shares (non-diluted): 33,095,168.
  • Shares issued to Eventer shareholders: 21,511,859.
  • Implied Valuation of Eventer: $4,087,253.
  • Issue Price: 19 cents per resulting issuer share (based on LDB's closing price).
• Listing Status: The resulting issuer is anticipated to be listed on the TSX Venture Exchange as a Tier 2 technology issuer.
• Conditions Precedent:
  • Receipt of director, shareholder, regulatory, and court approvals (including TSX and potentially Israel tax authority).
  • Delivery of audited financial statements for years ended Dec 31, 2024, and 2023 (IFRS), plus reviewed financials for periods ended Sept 30, 2025.
  • Minimum working capital of $250,000 for both LDB and Eventer at closing.
  • Minimum net cash of $150,000 for Eventer at closing.
  • Execution of share exchange agreements by 100% of selling shareholders.
  • Receipt of tax-deferred ruling from Israel tax authority (if required).
• Timeline:
  • LOI Date: November 21, 2025.
  • Definitive Agreement Target: By January 9, 2026.
  • Expected Closing: No later than March 27, 2026.
  • Shareholder Meeting: Expected for February 2026 (ancillary matters only; no shareholder approval required for the transaction itself).
• Bridge Loan: LDB will advance a secured bridge loan of up to $250,000 to Eventer for working capital needs prior to closing, bearing a commercially reasonable interest rate.
• Finder's Fees: LDB intends to issue approximately 1,075,592 resulting issuer shares to Capitalink Ltd., Hike Capital Inc., and LIA Pure Capital Ltd. as compensation for advisory services.
• Board Composition: The resulting board will consist of three directors: two nominees from Eventer and one from LDB. The existing CEO and CFO of Eventer will serve as CEO and CFO of the resulting issuer.
• Trading Status: Trading in LDB common shares is halted pending exchange approval and filing of required documentation.
• Sponsorship: LDB intends to apply for a waiver from the sponsorship requirement for this qualifying transaction.

Notable Quotes

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