eXeBlock Technology signs deal to acquire Aitenders

Mr. Ian Klassen reports EXEBLOCK TECHNOLOGY CORPORATION ANNOUNCES ACQUISITION OF AITENDERS eXeBlock Technology Corp. has entered into a share exchange agreement with Aitenders and the shareholders of Aitenders, dated Dec. 22, 2025, in respect of a proposed share acquisition of Aitenders. It is anticipated that the transaction will constitute a fundamental change in accordance with Policy 8, Fundamental Changes and Changes of Business, of the Canadian Securities Exchange. All currency references herein are in Canadian currency unless otherwise specified. About Aitenders Aitenders is a private company existing under the laws of France that is engaged in the development and sale of an end-to-end AI-powered platform (artificial intelligence) for tender response and contract management. Founded in 2019 and headquartered in Saint-Etienne, France, the company has achieved over $1.5-million in annual recurring revenue serving enterprise customers, including three of the top five largest construction companies in both Europe and North America. Operating as a human-centric digital co-pilot, Aitenders centralizes document analysis, proposal writing and project execution into one cohesive system. The platform automatically reads, classifies and interprets complex tender documents, generates high-quality deliverables, ensures regulatory and contractual compliance, and tracks commitments throughout project delivery. Serving public authorities, general contractors and project-based organizations, Aitenders reduces manual workload and minimizes risk across the entire project life cycle -- from bid preparation through contract execution and beyond -- with unprecedented speed and accuracy. Immediately prior to closing of the transaction, Aitenders will have 2,754,817 equity shares outstanding. The principal shareholder of Aitenders is the founder Geoffrey Guilly, who currently owns 69.17 per cent of the issued and outstanding Aitenders shares. Summary of the proposed transaction Pursuant to the agreement, in consideration for the acquisition of all the issued and outstanding Aitenders shares, the company will issue 54 million common shares in the capital of the company on a postconsolidated (as defined herein) basis, at a deemed price of 58.33 cents per eXeBlock share. The transaction will result in a reverse takeover of eXeBlock by the Aitenders shareholders. The postconsolidation eXeBlock shares to be issued pursuant to the transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Certain common shares of the company to be issued pursuant to the transaction are expected to be subject to restrictions on resale or escrow under the policies of the exchange. Consolidation Prior to the closing of the transaction, eXeBlock will consolidate its outstanding eXeBlock shares on the basis of one postconsolidation eXeBlock share for each approximately 12.589 preconsolidation eXeBlock shares such that, prior to closing of the transaction, eXeBlock will have approximately six million eXeBlock shares issued nd outstanding on a non-diluted basis. Name change It is anticipated that the company will continue the business of Aitenders and is to be renamed Aitenders Technologies Inc. or such other name as determined by Aitenders and the parties expect that the exchange will assign a new trading symbol for the resulting entity following completion of the transaction. Conditions The completion of the transaction remains subject to a number of terms and conditions, including, among other standard conditions for a transaction of this nature: (i) the delivery of audited, unaudited and pro forma financial statements of each party that are compliant with exchange policies; (ii) no material adverse changes occurring in respect of either eXeBlock or Aitenders; (iii) the parties obtaining all necessary consents, orders, and regulatory and shareholder approvals, including the conditional approval of the exchange; (iv) the consolidation, name change and any other corporate changes requested by Aitenders, acting reasonably, shall have been implemented; and (v) completion of the concurrent financing (as defined herein). There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met. Concurrent financing In connection with the transaction, eXeBlock will complete a concurrent non-brokered private placement (the concurrent financing) of subscription receipts at a price of 58.33 cents per subscription receipt for minimum gross proceeds of at least $2.4-million or such other amounts as the parties agree in order for the resulting issuer to meet the exchange's listing requirements. Each subscription receipt shall automatically convert, for no additional consideration, upon the satisfaction of escrow release conditions -- including, but not limited to the completion of the transaction -- into one postconsolidation common share of the resulting issuer. Finders' fees may be paid in connection with the concurrent financing within the maximum amount permitted by the policies of the exchange. The proceeds of the concurrent financing will be used to finance: (i) expenses of the transaction and the concurrent financing; (ii) the expansion of Aitenders' sales and marketing and product development teams; and (iii) the working capital requirements of the resulting issuer. Other information relating to the transaction In connection with the transaction, Numus Capital Corp. shall receive a corporate finance fee of $500,000, to be settled by the issuance of eXeBlock shares at the same issuance price as under the concurrent financing, which will be 857,143 common shares of the resulting issuer. In accordance with the policies of the exchange, trading in the eXeBlock shares has been halted as a result of this announcement. and will not resume trading until such time as the exchange determines, which, depending on the policies of the exchange, may not occur until completion of the transaction. The transaction is not a related party transaction as such term is defined by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Additional information concerning the transaction, eXeBlock, Aitenders and the resulting issuer will be provided once determined in a subsequent news release and in the listing statement to be filed by eXeBlock in connection with the transaction and which will be available in due course under eXeBlock's SEDAR+ profile. About eXeBlock Technology Corp. eXeBlock is listed on the CSE under the symbol XBLK.X. eXeBlock is a technology company exploring new technology initiatives. eXeBlock has no current business operations. All information contained in this news release with respect to eXeBlock and Aitenders was supplied by the parties, respectively, for inclusion herein, and eXeBlock and its respective directors and officers have relied on Aitenders for any information concerning such party. We seek Safe Harbor.