Vancouver, British Columbia--(Newsfile Corp. - February 19, 2026) - LDB Capital Corp. (TSXV: LDB.P) ("LDB", the "Company" or the "Resulting Issuer"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into a binding definitive share exchange agreement (the "Definitive Agreement") dated February 19, 2026 with Eventer Technologies Ltd. ("Eventer") in respect of an arm's length reverse take-over transaction which is expected to result in securityholders of Eventer acquiring 62.95% of the Resulting Issuer and constitute the "Qualifying Transaction" (as such term is defined in the policies of the TSXV) of the Company (the "Proposed Transaction"), as initially disclosed in the press release of the Company dated November 24, 2025.
Subject to satisfaction or waiver of all conditions precedent to the Proposed Transaction, the Company and Eventer anticipate that the Proposed Transaction will be completed no later than April 30, 2026. There can be no assurance that the Transaction will be completed on the terms proposed above or at all. The Proposed Transaction will not constitute a Non-Arm's Length Transaction (as such term is defined in the policies of the TSXV) or a related party transaction pursuant to the policies of the TSXV and applicable securities laws. There are no common control persons of both the Company and Eventer, and no Non-Arm's Length Parties (as such term is defined in the policies of the TSXV) to the Company have any direct or indirect interest in Eventer.
Trading in the common shares of the Company (the "LDB Shares") is currently halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.
Summary of the Proposed Qualifying Transaction
Under the Definitive Agreement, LDB will acquire 51.0% of the issued and outstanding ordinary shares of Eventer (the "Eventer Shares") and selling shareholders of Eventer (the "Eventer Shareholders") will receive common shares in the capital of the Company ("Resulting Issuer Shares") in exchange for their Eventer Shares, such that the Eventer Shareholders will hold 65.0% of the Resulting Issuer Shares issued and outstanding upon closing of the Proposed Transaction but before issuance of the Finders' Shares (as defined below).
Upon completion of the Proposed Transaction, it is presently anticipated that an aggregate of approximately 34,170,761 Resulting Issuer Shares will be issued and outstanding, of which: (a) former holders of Eventer Shares will hold 21,511,859 Resulting Issuer Shares, representing approximately 62.95% of the outstanding Resulting Issuer Shares; (b) former holders of common shares in the capital of LDB will hold an aggregate of 11,583,309 Resulting Issuer Shares, representing approximately 33.90% of the outstanding Resulting Issuer Shares; and (c) the Finders (as defined below) will hold 1,075,593 Resulting Issuer Shares, representing approximately 3.15% of the outstanding Resulting Issuer Shares after completion of the Proposed Transaction.
It is anticipated that the Resulting Issuer will continue the business of Eventer under "Eventer Technologies Ltd." (the "Name Change"). The business of the Resulting Issuer will primarily focus on continuing the business of Eventer.
Following completion of the Proposed Transaction, the Resulting Issuer anticipates continuing under the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario), subject to TSXV approval and provided that a special resolution passes therefor at the Company's upcoming annual general and special shareholder meeting to be held at 2:00 p.m. (Vancouver time) on February 20, 2026.
Certain Resulting Issuer Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to principals (as defined under the TSXV policies).
The completion of the Proposed Transaction is subject to a number of terms and conditions, including, without limitation, the following: there being no material adverse changes in respect of either the Company or Eventer; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of the Name Change and any other required corporate changes requested by Eventer, acting reasonably; completion of a thorough business, legal, and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction.
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.
About Eventer
Eventer is a private company existing under the laws of the State of Israel engaged in the development and operation of a technology platform, based on cloud computing, for the management of ticketing sales for in-person, virtual (events which occur and are broadcast over a digital platform over the internet), and hybrid events (events that allow both in-person and virtual participation) of various types, including performances, festivals, courses, lectures, conferences, and different activities. In addition to the technology platform for selling tickets, Eventer provides ancillary services to event organizers, such as customer service for consumers and ticket buyers, assistance in sales and marketing of events, as well as providing secure payment clearing services through third-party providers. Currently, the products and services that generate the primary source of revenue for Eventer are ticket sales commissions for traditional, in-person events, which are characterized as events or activities that take place physically in a specific geographical location and at a specific time. Revenue from virtual events and hybrid events and other ancillary services is currently insignificant.
A summary of financial information for Eventer for the three months ended September 30, 2025 (unaudited) and the years ended December 31, 2024 (unaudited) and December 31, 2023 (unaudited), disclosed in accordance with TSXV policies, is included in the table below:
| September 30, 2025 (unaudited) (US$, thousands) | December 31, 2024 (unaudited)(1) (US$, thousands) | December 31, 2023 (unaudited) (US$, thousands) | |
| Assets | 1,845 | 1,218 | 1,245 |
| Liabilities | (2,520) | (2,045) | (1,577) |
| Revenue | 1,513 | 1,551 | 2,103 |
| Expenses | (1,589) | (2,053) | (2,795) |
| Total Loss | (76) | (502) | (692) |
Notes:
(1) Eventer is currently working on an audit for its financial years ended December 31, 2024, and 2023, and the information presented above may be subject to change.
Additional financial information with respect to Eventer will be provided in the filing statement to be filed by the Company on SEDAR+ in connection with the Proposed Transaction (the "Filing Statement").
The Resulting Issuer
Upon completion of the Proposed Transaction, the Resulting Issuer is expected to change its name to "Eventer Technologies Ltd." It is expected that the Resulting Issuer will be a Tier 2 Technology Issuer under the policies of the TSXV.
Concurrently with the completion of the Proposed Transaction, it is expected that all directors and officers of the Company will resign and one independent nominee designated by LDB (the "LDB Nominee") and two nominees designated by Eventer will be appointed to fill the vacant roles. The directors of the Resulting Issuer are therefore anticipated to be Liron Carmel (as Chair), Assaf Itzhaik (as the LDB Nominee), and Ron Dloomy. These directors shall hold office until the first annual meeting of shareholders of the Resulting Issuer following closing, or until their successors are fully appointed or elected. The officers of the Resulting Issuer are expected to be Liron Carmel, as Chief Executive Officer; Yossi Lapovsky, as Chief Financial Officer; Guy Zion, as Chief Technology Officer; and Noa Maman, as Chief Operating Officer. A suitably qualified Corporate Secretary will be engaged prior to completion of the Proposed Transaction. Biographies of the proposed directors and officers of the Resulting Issuer are included below.
Liron Carmel, CEO
Mr. Carmel currently serves as Chief Executive Officer of Eventer Technologies Ltd. since 2025 and served as Chairman of the Board between 2020 and 2025, where he leads strategic, operational, and financial management of the SaaS company. Previously, Mr. Carmel served as CEO of Xylo Technologies Ltd. (NASDAQ: XYLO) from 2019 to 2025, providing executive leadership of an international group with over 25 subsidiaries. His board experience includes serving on multiple public companies across NASDAQ (Polyrizon Ltd. (PLRZ) and Jeff Brands Ltd. (JFBR)), Canadian exchanges (BioHarvest Sciences Inc. (CSE: BHSC) until 2022 and Fort Technology Inc. (TSXV: FORT) from 2025), and the Tel Aviv Stock Exchange ("TASE") (Gix Internet Ltd. (GIX) from 2020-2025). Mr. Carmel holds a B.A. in Economics & Business Administration from the College of Management (2006-2009).
Assaf Itzhaik, Director
Mr. Itzhaik is a seasoned businessman and expert in real estate and retail, having owned ASI Glasses (a glasses and optometry store) and operated real estate businesses in both Israel and abroad for the past 30 years. He currently serves as a Director of multiple publicly traded companies including GIX Internet Ltd. (TASE: GIX), Fort Technology Inc. (TSXV: FORT), Rani Zim Shopping Centers Ltd. (TASE: RANI ZIM), SaveFoods (NASDAQ: SVFD), Plantify Foods, Inc. (TSXV: PTFY), Polyrizon Ltd. (NASDAQ: PLRZ), and ClearMind Medicine Inc. (NASDAQ: CMND). Mr. Itzhaik completed a Director's Course and holds a High School Graduate certification.
Ron Dloomy, Director
Mr. Dloomy has served as a Board Member of Eventer Technologies Ltd. since 2021 and as a board member and partner of EasyTest Vehicle Licensing Institute Ltd. since 2020, where he helped establish it as the largest vehicle licensing and testing institute in Israel, testing over 100,000 vehicles annually. He is currently a Partner at Cohen-Dloomy Law Firm (since 2025), specializing in mergers and acquisitions, regulatory representation, and commercial litigation. Previously, Mr. Dloomy served as Co-Chairman, Board Member, and Managing Director of Amen Israel from 2009 to 2017, an organization representing approximately 5,000 Multiple Myeloma patients. He was a founding Managing Partner of Machshavot Group from 1997 to 2016, Israel's leading group in legal academic studies and publishing, which trained over 40,000 lawyers and published more than 100 titles. Mr. Dloomy holds an M.B.A. from Tel Aviv University's Executive MBA program (2010-2012), where he graduated with honors, and an LL.B. from Tel Aviv University Faculty of Law (1986-1990).
Yossi Lapovsky, CFO
Mr. Lapovsky, CPA, has served as Chief Financial Officer of Eventer Technologies Ltd. since 2024, where he leads the company's financial strategy in collaboration with the Chairman, CEO, and Board of Directors, focusing on growth, capital structure, and long-term value creation. Prior to Eventer, he served as Senior FP&A and Entity Controller at Intel from 2021 to 2024, managing entity-level controlling for Intel's largest Israel-based unit and overseeing multi-billion-dollar revenue recognition and approximately $1.3B in construction budgets. From 2020 to 2021, he served as Controller at Odysight.ai (NASDAQ: ODYS, formerly "ScoutCam", OTC: SCTC), which at the time was publicly traded on the OTC Markets, preparing financial statements under US and Israeli reporting requirements. From 2018 to 2022, Mr. Lapovsky served as an Assistant Controller at GreenStream Global Ltd (formerly Delek-San Ltd), a joint venture between Fimi Fund and Sano Ltd, overlooking a $25M construction budget on top of his accounting duties. From 2015 to 2018, Mr. Lapovsky served as a Senior Associate at EY, Israel. Mr. Lapovsky co-founded Lapovsky & Hamdi, CPA, in 2019, a boutique CPA practice specializing in personal taxation. He holds an M.B.A. in Finance from The Open University of Israel (2021), an M.A. in Economics & Accounting from Ben-Gurion University (2025), and has been a licensed Israeli CPA since 2018.
Guy Zion, CTO
Mr. Zion has served as Chief Technology Officer of Eventer Technologies Ltd. since 2021, leading the company's technological vision, strategy, and execution while overseeing the development of the entire Eventer ecosystem. Mr. Zion has been with Eventer since 2017, initially serving as Lead Software Developer where he led the development and maintenance of Eventer's full-stack ecosystem. Prior to Eventer, Mr. Zion worked as an Android and Full-Stack Developer at Round Robin Ltd. from 2015 to 2017, where he developed multiple Android applications and later transitioned to leading the Android team while doing full-stack development. Mr. Zion has over a decade of experience building, scaling, and operating web, server, and mobile platforms, with expertise in NodeJS, MongoDB, Redis, Elastic Search, AngularJS, and Flutter. He completed a Programming Course Bootcamp in C#, Java, and Android at Hyperactive in Ramat Gan.
Noa Maman, COO
Ms. Maman has served as Chief Operating Officer of Eventer Technologies Ltd. since 2019, where she has created organizational structures and policies to optimize performance, costs, and cross-departmental communication. She has been with Eventer since 2017, progressing through roles from Technical Support Representative to Customer Support Team Lead before assuming her current position. In her role as COO, Ms. Maman has established strong relationships with customers, vendors, and strategic partners, developed financial analytics and automated reporting tools, and managed compliance with legal and accounting regulations. She is skilled in strategic planning, problem-solving, and team leadership, managing fast-paced technical support operations and tracking KPIs for continuous improvement. Ms. Maman holds a High School Diploma from Amal 1 in Safed, Israel (2005-2008).
Finders' Fee
Upon the closing of the Proposed Transaction, LDB intends to issue, in the aggregate, approximately 1,075,593 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 is expected to be at arm's length to both LDB and Eventer.
About LDB Capital Corp.
LDB is a capital pool company, within the meaning of the policies of the Exchange, and its common shares are listed for trading on the TSXV under the symbol "LDB.P." It was created to identify and evaluate potential acquisitions or business combinations with a view to completing a Qualifying Transaction in accordance with Exchange policies.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, the Company will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, LDB, Eventer, and the Resulting Issuer.
Trading Halt
In accordance with the policies of the TSXV, the LDB Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until the completion of the Proposed Transaction.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the Exchange unless a waiver from the sponsorship requirement is obtained. LDB has applied for a waiver from sponsorship for the Proposed Transaction. There is no assurance that a waiver will be obtained.
Further Information
Further details about the Proposed Transaction and the Resulting Issuer will be provided in subsequent press releases as the Proposed Transaction advances and in the disclosure document to be prepared and filed in connection with the Proposed Transaction.
Investors are cautioned that, except as disclosed in the disclosure document 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. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction.
For Further Information
David Eaton
Chief Executive Officer
LDB Capital Corp.
Email: david.eaton@barongroupintl.com
Phone: 778-331-2080
ON BEHALF OF THE BOARD OF DIRECTORS
David Eaton
Chief Executive Officer
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Disclaimers
Information concerning Eventer has been provided to LDB by Eventer for inclusion in this press release.
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 the 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 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; and whether sponsorship waiver will be obtained.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflects 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 regulations; 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
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284581
Source: LDB Capital Corp.
