Mr. Yossi Lapovsky reports

EVENTER TECHNOLOGIES ANNOUNCES AGREEMENT TO ACQUIRE REMAINING STAKE OF EVENTER ISRAEL, PROPOSED PRIVATE PLACEMENT OF UNITS

Eventer Technologies Ltd. has entered into a share purchase agreement dated Oct. 22, 2026, with Xylo Technologies Ltd., a non-arm's-length party of the company (as such term is defined in the policies of the TSX Venture Exchange), pursuant to which the company will acquire all of the issued and outstanding ordinary shares of its Israeli operating subsidiary, Eventer Technologies Ltd., that it does not already own, representing 49.0 per cent of the issued and outstanding shares of Eventer Israel. The company also announces that it will be proceeding with a concurrent non-brokered private placement of up to 7,398,421 units at a price of 76 cents per offered unit for gross proceeds of up to $5,622,800 (approximately $4-million (U.S.)).

The acquisition

The company acquired a 51.0-per-cent interest in Eventer Israel on June 10, 2026, upon completion of its qualifying transaction (as defined in the policies of the TSX-V). The remaining 49.0-per-cent interest is held by Xylo (48.06 per cent) and one minority shareholder (0.94 per cent), also a non-arm's-length party (as defined under the policies of the TSX-V), who will become a party to the agreement. Upon completion of the acquisition, Eventer Israel will be a wholly owned subsidiary of the company.

The aggregate purchase price for the 49.0-per-cent interest is $5.1-million (U.S.), of which $3.6-million (U.S.) will be paid in cash at closing, and $1.5-million (U.S.) will be satisfied by the issuance of 2,774,408 common shares of the company at a deemed price of 76 cents per consideration share, the same price as the offered units. In accordance with the terms of the agreement, the number of consideration shares issuable at closing converts the share consideration of $1.5-million (U.S.) into Canadian dollars at the Bank of Canada daily exchange rate as of Oct. 21, 2026, and dividing the result by 76 cents. The consideration shares will be subject to a statutory hold period expiring four months and one day from the date of issuance. The company intends to finance the cash portion of the purchase price with the net proceeds of the offering. No debt will be acquired as part of the acquisition.

Following completion of the acquisition and the offering, Kfir Zylberman, principal of Xylo, is expected to beneficially own, or control or direct, directly or indirectly, approximately 17.98 per cent of the issued and outstanding common shares of the company and will become an insider of the company. It is not anticipated that any new control person will be created, nor that any change of control will occur, as a result of the acquisition or the offering. As Xylo and the minority vendor are non-arm's-length parties of the company, the acquisition constitutes a non-arm's-length transaction under the policies of the TSX-V.

Completion of the acquisition is subject to a number of conditions, including acceptance of the TSX-V, completion of the offering and other customary closing conditions. No finder's fee is payable in connection with the acquisition.

The offering

Each offered unit will be composed of one common share in the capital of the company and one transferable common share purchase warrant entitling the holder thereof to acquire one common share in the capital of the company at a price of $1.19 per unit warrant share for a period of 36 months from the date of issuance thereof. The unit warrants will be subject to an acceleration right in favour of the company. If the common shares of the company are approved for listing on the Nasdaq Stock Market, the company may, at its sole discretion, accelerate the expiry date of up to 50 per cent of the then outstanding and unexercised unit warrants, applied pro rata among all holders of unit warrants, by delivering a notice to each holder of unit warrants announcing the acceleration, following which the accelerated unit warrants will expire on the date that is three business days after the date of such notice.

The offering is being conducted concurrently with, and is integral to, the acquisition. The price of the offered units has been determined in accordance with the part and parcel pricing exception set out in TSX-V Policy 4.1 (Private Placements), and is not less than the discounted market price (as defined in the policies of the TSX-V) of the common shares of the company on the trading day preceding this announcement.

The company intends to use the net proceeds of the offering to finance the cash portion of the purchase price, with any balance applied to the costs of the acquisition and the offering and to general working capital purposes.

The unit shares and unit warrants issued under the offering will be subject to a statutory hold period expiring four months and one day from the date of issuance of such offered units.

The company may pay finders' fees on a portion of the offering, subject to applicable securities legislation. Closing of the offering is subject to approval of the TSX-V and is expected to occur prior to closing of the acquisition.

About Eventer Technologies Ltd.

Eventer is an Israeli technology company operating a software-as-a-service-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 life cycle 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.

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