13:23:29 EDT Wed 10 Jun 2026
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ORIGINAL: LDB Capital Corp. Announces Closing of Qualifying Transaction

2026-06-10 12:09 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - June 10, 2026) - LDB Capital Corp. (TSXV: LDB.P) ("LDB", the "Company"), a capital pool company, is pleased to announce the completion of its previously announced qualifying transaction (the "Transaction") with Eventer Technologies Ltd. ("Eventer"), a privately held company incorporated under the laws of the State of Israel, pursuant to which LDB acquired 51.0% of the issued and outstanding ordinary shares of Eventer. The Transaction constitutes the qualifying transaction of LDB (the "Qualifying Transaction") under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange" or "TSXV"). Upon completion of the Qualifying Transaction, LDB has changed its name to "Eventer Technologies Ltd." (the "Resulting Issuer").

The Transaction was completed pursuant to a share exchange agreement dated February 19, 2026 between LDB and Eventer (the "Definitive Agreement"). Under the Definitive Agreement, LDB acquired from certain shareholders of Eventer (the "Selling Shareholders") ordinary shares of Eventer representing, in the aggregate, 51.0% of the issued and outstanding Eventer shares (the "Purchased Shares"), in exchange for the issuance of an aggregate of 21,511,858 common shares of the Resulting Issuer (the "Payment Shares") to the Selling Shareholders at an exchange ratio of 48.6303 Resulting Issuer shares for each Eventer share acquired. Immediately following the closing, the Selling Shareholders hold approximately 65.0% of the Resulting Issuer's issued and outstanding shares calculated on a fully-diluted basis. In connection with the Transaction, the Resulting Issuer issued an aggregate of 1,075,593 common shares in the capital of the Resulting Issuer (the "Finders' Shares") as finder's fees to certain arm's length finders (the "Finders").

After giving effect to the Transaction, the Resulting Issuer has 34,170,760 common shares in the capital of the Resulting Issuer (the "Resulting Issuer Shares") issued and outstanding, of which the Selling Shareholders hold approximately 62.95%, former LDB shareholders hold approximately 33.90%, and the Finders hold approximately 3.15%. The new ISIN and CUSIP of the Common Shares following are CA29975G1046 and 29975G104, respectively.

A total of 14,018,040 Resulting Issuer Shares held by Principals (as such term is defined in the policies of the Exchange) are subject to escrow under an Exchange-mandated escrow agreement, and will be released from escrow over 36 months as follows: 10% upon the closing date of the Transaction ("Closing Date"), and 15% every 6 months following the Closing Date until all escrowed shares have been released. A total of 4,092,824 Resulting Issuer Shares held by non-Principals are subject to Seed Share Resale Restrictions (as defined under the policies of the Exchange) ("SSRR") and will be released over 12 months as follows: 20% upon the Closing Date, and 20% every 3 months following the Closing Date until all shares have been released from the SSRR. For more information regarding escrow and SSRR, please see the Filing Statement.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a Tier 2 Technology Issuer pursuant to Exchange policies. The Common Shares are expected to commence trading on the Exchange under the symbol "EVNT" at the opening of the markets on June 12, 2026.

Following completion of the Qualifying Transaction, the officers and directors of the Resulting Issuer are as follows: (i) Liron Carmel (CEO and Chair); (ii) Yossi Lapovsky (CFO and Corporate Secretary); (iii) Guy Zion (CTO); (iv) Noa Maman (COO); (v) Ron Dloomy (director); and (vi) Assaf Itzhaik (director).

Full details of the Qualifying Transaction and related matters are set out in the filing statement of the Company dated May 28, 2026, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca.

Final acceptance of the Transaction by the Exchange is subject to the Company filing all final documentation.

About Eventer

Eventer is an Israeli technology company operating a SaaS-based platform for the management and sale of tickets for live events, including performances, festivals, conferences, lectures, courses, nightlife events and other consumer experiences. The Company provides event organizers with an end-to-end operational platform designed to support the full lifecycle of an event, including ticket sales management, attendee administration, marketing tools, customer support services and event-entry solutions. In addition to its software platform, Eventer provides ancillary services to organizers, including sales and marketing support and secure payment processing solutions through third-party service providers.

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.

For Further Information

David Eaton
Chief Executive Officer
LDB Capital Corp.
Email: david.eaton@barongroupintl.com

ON BEHALF OF THE BOARD OF DIRECTORS

David Eaton
Chief Executive Officer

Cautionary Statement Regarding Forward-Looking Information

Information regarding Eventer in this press release has been provided to LDB by Eventer and has not been independently verified by LDB.

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "scheduled", "estimates", "intends", "anticipates" or "believes", or variations of such words and phrases, or statements that certain actions "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to Exchange approvals (including the issuance of the Final Exchange Bulletin and final acceptance of the Qualifying Transaction), the tier classification of the Resulting Issuer, the commencement and resumption of trading of the common shares and the timing thereof, the name change, and other statements that are not historical facts.

Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300927

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