Mr. David Eaton reports

LDB CAPITAL CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH EVENTER TECHNOLOGIES LTD.

LDB Capital Corp. has entered into a letter of intent dated Nov. 21, 2025, with Eventer Technologies Ltd., a corporation incorporated under the laws of the State of Israel, and Xylo Technologies Ltd., as majority shareholder of Eventer, in respect of an arm's-length share exchange transaction, which is expected to constitute the company's qualifying transaction as such term is defined in Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange.

The proposed transaction

Pursuant to the terms of the LOI, LDB will acquire all of the issued and outstanding shares of Eventer from the shareholders of Eventer in exchange for common shares of LDB. Upon completion of the proposed transaction, the selling shareholders will own 65.0 per cent of the issued and outstanding resulting issuer shares, with existing LDB shareholders retaining 35.0 per cent of the resulting issuer. Upon closing of the proposed transaction, the parties expect 33,095,168 resulting issuer shares will be issued and outstanding on a non-diluted basis, with the selling shareholders receiving 21,511,859 resulting issuer shares for their target shares, valuing Eventer at $4,087,253 (assuming an issue price of 19 cents per resulting issuer share, the closing price of the common shares of the company as of today). It is anticipated that the resulting issuer will be listed on the exchange as a Tier 2 technology issuer.

The completion of the proposed transaction is subject to the satisfaction of certain conditions, including, but not limited to: receiving all required director, shareholder, regulatory and court approvals, including the approval of the exchange and, if required, the Israel tax authority; the continuing truth and accuracy of all representations and warranties and the fulfilment of all covenants; no material adverse change having occurred; Eventer delivering audited financial statements for the years ended Dec. 31, 2024, and 2023, prepared in accordance with international financial reporting standards, along with reviewed financial statements for the three and nine months ended Sept. 30, 2025; minimum working capital of $250,000 for each of LDB and Eventer at closing; Eventer having minimum net cash of $150,000 at closing; all selling shareholders representing 100 per cent of the target shares having executed share exchange agreements; receipt of a ruling from the Israel tax authority under Section 103 confirming tax-deferred treatment, if required; and there being no legal prohibition against the completion of the proposed transaction. The proposed transaction may be completed by way of amalgamation, plan of arrangement, share exchange or other structure as the parties may agree.

Subject to the satisfaction or waiver of all conditions precedent, LDB and Eventer anticipate entering into a definitive agreement by Jan. 9, 2026, with the proposed transaction expected to be completed no later than March 27, 2026. The proposed transaction will not be subject to shareholder approval; however, the company will require a shareholder vote on matters ancillary to the proposed transaction, and the company expects to call an annual general and special shareholder meeting for February, 2026.

No non-arm's-length party (as such term is defined in the policies of the exchange) of the company has any direct or indirect beneficial interest in the target nor are such persons insiders (as such term is defined in the policies of the exchange) of the target. No non-arm's-length party of the company has any relationship to the non-arm's-length parties of the target.

Bridge loan

Subject to exchange approval and mutually agreed loan documentation, LDB will advance a secured bridge loan to Eventer of up to $250,000 prior to closing. The bridge loan will be used solely for Eventer's working capital needs, bear interest at a commercially reasonable rate and be secured by a general security agreement. Other than the bridge loan, the company does not expect any additional financing arrangements for or in conjunction with the proposed transaction.

Resulting issuer board composition

Upon completion of the proposed transaction, the board of directors of the resulting issuer will consist of three directors, with two nominees from Eventer and one nominee from LDB. The chief executive officer and chief financial officer of the resulting issuer will be the existing CEO and CFO of Eventer. Upon signing of the definitive agreement, the company will provide disclosure in a news release on the names and backgrounds of all persons who will be considered insiders of the resulting issuer.

Finder's fee

Upon closing of the proposed transaction, 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 providing advisory services in connection with the proposed transaction, including identifying and introducing the target to the company, facilitating negotiations between the parties, and assisting with the structuring of the proposed transaction. Each of the finders is expected to be arm's length to both LDB and Eventer.

About Eventer Technologies Ltd.

Eventer is an Israeli-based software company developing and operating a cloud-based technology platform for the management of ticket sales and event operations. The platform enables producers to create, manage and sell tickets for in-person, virtual and hybrid events of all types, including concerts, conferences, sport events and festivals while offering integrated marketing tools, real-time analytics and secure payment processing through third party providers. Eventer's core business generates revenue primarily from commissions on ticket sales for physical events, with continuing development of advanced artificial-intelligence-driven marketing and hybrid conferencing solutions, positioning the company as a leading software-as-a-service provider in the event management and ticketing industry.

Additional information regarding Eventer's business and financial condition, including its assets, liabilities, revenues and net profit/losses for the period ended Sept. 30, 2025, will be provided in a future news release upon execution of the definitive agreement.

Trading halt

Trading in the common shares of LDB has been halted in accordance with the policies of the exchange, and will remain halted until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the exchange and permission to resume trading has been obtained.

Sponsorship

Sponsorship of a qualifying transaction is required by the exchange unless a waiver from the sponsorship requirement is obtained. LDB intends to apply for a waiver from sponsorship for the proposed transaction. There is no assurance that a waiver will be obtained.

About LDB Capital Corp.

LDB is a capital pool company within the meaning of the policies of the exchange, created to identify and evaluate potential acquisitions or business combinations with a view to completing a qualifying transaction in accordance with exchange policies.

We seek Safe Harbor.