Vancouver, British Columbia--(Newsfile Corp. - November 24, 2025) - LDB Capital Corp. (TSXV: LDB.P) ("LDB", the "Company" or the "Resulting Issuer") is pleased to announce that it has entered into a letter of intent dated November 21, 2025 (the "LOI") with Eventer Technologies Ltd., a corporation incorporated under the laws of the State of Israel ("Eventer" or the "Target"), and XYLO Technologies Ltd. ("XYLO"), as majority shareholder of Eventer, in respect of an arm's length share exchange transaction (the "Proposed 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 "Exchange").

The Proposed Transaction

Pursuant to the terms of the LOI, LDB will acquire all of the issued and outstanding shares of Eventer (the "Target Shares") from the shareholders of Eventer (the "Selling Shareholders") in exchange for common shares of LDB (the "Resulting Issuer Shares"). Upon completion of the Proposed Transaction, the Selling Shareholders will own 65.0% of the issued and outstanding Resulting Issuer Shares, with existing LDB shareholders retaining 35.0% 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 $0.19 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 fulfillment of all covenants; no material adverse change having occurred; Eventer delivering audited financial statements for the years ended December 31, 2024 and 2023, prepared in accordance with IFRS, along with reviewed financial statements for the three and nine months ended September 30, 2025; minimum working capital of C$250,000 for each of LDB and Eventer at closing; Eventer having minimum net cash of C$150,000 at closing; all Selling Shareholders representing 100% 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 January 9, 2026 (the "Definitive Agreement"), 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 C$250,000 prior to closing (the "Bridge Loan"). 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 CEO and CFO 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 that 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 (the "Finders' Fee Shares") to Capitalink Ltd., Hike Capital Inc. and L.I.A. Pure Capital Ltd. (collectively, the "Finders") 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 are expected to be arm's length to both LDB and Eventer.

About Eventer Technologies Ltd.

Eventer Technologies Ltd. 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 ongoing development of advanced AI-driven marketing and hybrid conferencing solutions, positioning the company as a leading SaaS 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 ending September 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.

ON BEHALF OF THE BOARD OF DIRECTORS

David Eaton
Chief Executive Officer

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Disclaimers

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance, completion of the conditions precedent thereto including any financing requirements, and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The common shares in the capital of LDB are expected to remain halted until such time as permission to resume trading has been obtained from the Exchange. LDB is a reporting issuer in Alberta, Ontario and British Columbia.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of LDB with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.

Forward-looking information in this release includes, but is not limited to: expectations regarding whether the Proposed Transaction will be consummated; whether definitive agreements will be executed and the anticipated timing thereof; whether the bridge loan will be completed on the terms contemplated; whether the Proposed Transaction will be acceptable to the Exchange; whether conditions precedent to the Proposed Transaction will be satisfied; the anticipated timing for completing the Proposed Transaction; the expected ownership structure of the Resulting Issuer; the anticipated board composition and management of the Resulting Issuer; whether sponsorship waiver will be obtained; and the intended use of Bridge Loan proceeds

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect LDB's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although LDB believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements.

Key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to obtain requisite Exchange and regulatory approvals on the proposed terms and schedule; the ability to satisfy all conditions precedent to the Proposed Transaction; changes in general economic, business and political conditions; changes in applicable laws and regulations; the ability to obtain required Israeli tax rulings; the ability to secure all Selling Shareholders' participation; the potential impact of announcement or consummation on relationships with regulatory bodies, employees, suppliers, and customers; compliance with extensive government regulation; the ability to complete the Bridge Loan on acceptable terms; and changes in Eventer's business or financial condition

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein. LDB does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Not for distribution to United States newswire services or for dissemination in the United States

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