eXeBlock Technology signs deal to acquire Aitenders

Executive Summary

• eXeBlock Technology Corp. has entered into a share exchange agreement to acquire Aitenders, a French AI-powered tender response and contract management platform, in a transaction structured as a reverse takeover.
• The transaction involves the issuance of 54 million post-consolidated common shares of eXeBlock to Aitenders shareholders, valued at a deemed price of 58.33 cents per share.
• The deal is subject to several conditions, including regulatory approvals, the consolidation of eXeBlock shares, a name change to Aitenders Technologies Inc., and the completion of a concurrent private placement.

Key Details

• Transaction Structure: Share exchange agreement dated Dec. 22, 2025, resulting in a reverse takeover of eXeBlock by Aitenders shareholders.
• Consideration: eXeBlock will issue 54 million common shares (on a post-consolidated basis) to acquire all issued and outstanding shares of Aitenders.
• Deemed Price: 58.33 cents per eXeBlock share.
• Target Company (Aitenders):
  • Private company headquartered in Saint-Etienne, France.
  • Develops an end-to-end AI platform for tender response and contract management.
  • Founded in 2019; serves enterprise customers including three of the top five largest construction companies in Europe and North America.
  • Annual recurring revenue: Over $1.5 million.
  • Pre-transaction equity shares outstanding: 2,754,817.
  • Principal shareholder: Geoffrey Guilly (69.17% ownership).
• Share Consolidation: Prior to closing, eXeBlock will consolidate shares on a basis of 1 post-consolidation share for approximately 12.589 pre-consolidation shares. Post-consolidation, eXeBlock will have approximately 6 million shares issued and outstanding.
• Name Change: The resulting entity will be renamed "Aitenders Technologies Inc." (or similar), and a new trading symbol will be assigned by the Canadian Securities Exchange (CSE).
• Concurrent Financing:
  • Type: Non-brokered private placement of subscription receipts.
  • Price: 58.33 cents per subscription receipt.
  • Minimum Gross Proceeds: $2.4 million CAD.
  • Conversion: Receipts convert automatically into one post-consolidated common share upon satisfaction of escrow release conditions.
  • Use of Proceeds: Transaction expenses, expansion of sales/marketing/product teams, and working capital.
• Advisory Fees: Numus Capital Corp. to receive a $500,000 CAD corporate finance fee, settled via issuance of 857,143 common shares of the resulting issuer.
• Trading Status: Trading in eXeBlock shares (XBLK.X) has been halted and will not resume until the exchange determines it is appropriate, potentially after transaction completion.
• Conditions Precedent:
  • Delivery of compliant audited, unaudited, and pro forma financial statements.
  • No material adverse changes.
  • Regulatory and shareholder approvals (including CSE conditional approval).
  • Implementation of consolidation and name change.
  • Completion of the concurrent financing.

Notable Quotes

• None provided in the text.