LDB Capital Corp. — Management Reports 2026

Mar 31, 2026

LDB Capital Corp.
(A Capital Pool Company)

Management Discussion & Analysis

For the year ended November 30, 2025

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LDB CAPITAL CORP. (A Capital Pool Company)
Management discussion and analysis

This Management Discussion and Analysis (“MD&A”) of financial position and results of operation are as at March 30, 2025 and should be read in conjunction with the audited financial statements for the years ended November 30, 2025 and 2024 and related notes (the “Financial Statements”) and related notes. The Financial Statements of LDB Capital Corp. (the “Company”) have been prepared in accordance with IFRS Accounting Standards (“IFRS”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in Canadian dollars. Additional information can be found at the website www.sedarplus.com.

Certain sections of this MD&A may contain forward-looking statements.

All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Readers are cautioned that these statements which describe the Company’s plans, objectives, and budgets may differ materially from actual results. See additional discussion under “Risks and Uncertainties” section.

CORPORATE PROFILE AND OVERALL PERFORMANCE

LDB Capital Corp. was incorporated under the Business Corporations Act (British Columbia) on August 9, 2021. The principal business of the Company is the identification and evaluation of assets or a business and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. The Company’s common shares commenced trading on the TSX Venture Exchange (“TSX-V”) under the trading symbol “LDB.P” on March 22, 2022. The Company is classified as a Capital Pool Company (“CPC”) as defined in the TSX-V Policy 2.4.

The Company’s head office, principal address and registered and records office is located at Suite 2250 – 1055 West Hastings St., Vancouver, British Columbia, Canada, V6E 2E9.

On March 22, 2022 the Company completed its Initial Public Offering (“IPO”) by issuing 2,000,000 common shares at a price of $0.10 per common share for gross proceeds of $200,000 pursuant to its final prospectus dated January 31, 2022. The Company’s agent engaged in connection with the offering was paid a commission of $20,000, corporate finance fee of $15,750 and reimbursed for its expenses of $16,673 incurred pursuant to the offering, of which $10,000 was paid prior to February 28, 2022. The Company also granted 200,000 non-transferable agents’ options to its agent at a price of $0.10 per share for a period of 24 months.

On April 30, 2025, the Company consolidated its outstanding share capital on a two-for-one basis. The share consolidation has been applied retrospectively and as a result all shares, options, warrants, and per share amounts are stated on an adjusted basis.

On August 15, 2025, the Company completed a non-brokered private placement of common shares, pursuant to which the Company issued 8,666,643 common shares of the Company at a price of $0.075 per common share for gross proceeds of $649,998. In connection with the non-brokered private placement, the Company paid two arm’s length parties aggregate cash fees of $65,000, incurred an additional $10,783 in cash share issue costs, and issued 866,664 common shares.

On February 19, 2026, the Company entered into a Share Exchange Agreement (the “SEA”) with Eventer Technologies Ltd. (“Eventer”) in respect of an arm’s length share exchange transaction (the “Proposed Transaction”) which is expected to constitute the Company’s Qualifying Transaction.

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LDB CAPITAL CORP.
(A Capital Pool Company)
Management discussion and analysis

RESULTS OF OPERATIONS

As at the date of this report, the Company was a CPC. Accordingly, the Company has not recorded any revenues, and depends upon share issuances to fund its administrative expenses. See the summary of results, below:

Selected Financial Data

	For the three months ended November 30,		For the year ended November 30,
	2025	2024	2025	2024
	$	$	$	$
General and administrative expenses	(15,949)	(13,302)	(54,184)	(39,212)
Net and comprehensive loss	(15,949)	(13,302)	(54,184)	(39,212)
Basic and diluted loss per share	(0.00)	(0.01)	(0.01)	(0.02)
Working capital	567,168	47,137	567,168	47,137
Total assets	582,436	62,107	582,436	62,107
Total shareholders’ equity	567,168	47,137	567,168	47,137

Net and comprehensive loss

At November 30, 2025, the Company had not yet achieved profitable operations and has accumulated losses of $248,989 (2024 - $194,805) since inception.

Results of Operations

The following table sets forth selected financial information from the Financial Statements for the year ended November 30, 2025 and 2024:

	For the three months ended November 30,		For the year ended November 30,
	2025	2024	2025	2024
	$	$	$	$
Bank charges	26	22	106	93
Professional fees	14,803	12,073	34,699	26,356
Transfer and filing fees	1,120	1,207	19,379	12,763

Summary of quarterly results for the last consecutive 8 quarters

Historical quarterly financial information derived from the Company’s eight most recently completed quarters is as follows:

	Quarters ended
	30-Nov-25	31-Aug-25	31-May-25	28-Feb-25
Net and Comprehensive Loss	(15,949)	(16,517)	(11,872)	(9,846)
Basic and Diluted Loss Per Share	(0.00)	(0.01)	(0.01)	(0.00)
	Quarters ended
---	---	---	---	---
	30-Nov-24	31-Aug-24	31-May-24	29-Feb-24
Net and Comprehensive Loss	(13,302)	(5,594)	(13,739)	(6,577)
Basic and Diluted Loss Per Share	(0.01)	(0.00)	(0.01)	(0.00)

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LDB CAPITAL CORP.
(A Capital Pool Company)
Management discussion and analysis

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations to date through the issuance of common shares. The Company continues to seek capital through various means including the issuance of equity.

The Company’s liquidity and capital resources are as follows:

	November 30, 2025	November 30, 2024
	$	$
Cash	582,436	62,107
Total current assets	582,436	62,107
Accounts payables and accrued liabilities	13,000	13,721
Due to related party	2,268	1,249
Total current liabilities	15,268	14,970
Working capital	567,168	47,137

As at November 30, 2025 the Company had cash of $582,436 (2024 – $62,107) and had working capital of $567,168 (2024 – $47,137). The increase in cash is due to $574,215 raised through private placement, and $53,886 used in operating activities.

Management believes the Company has sufficient funds on hand to meet anticipated administrative and other related expenditures.

As of the date hereof, the Company did not have any commitments for capital expenditures.

As a CPC, the Company will be subject to externally imposed capital requirements as outlined in the TSX-V Policy 2.4 and summarized below (subject in each case to the exceptions set forth in TSX-V Policy 2.4):

(a) No salary, consulting, management fees or similar remuneration of any kind may be paid directly or indirectly to related party of the Company or a related party of a QT;
(b) No more than $3,000 per month may be used for the purposes other than to identify and evaluate a QT;
(c) After the completion of its IPO and until the completion of a QT, a CPC may not issue any securities unless written acceptance of the TSX-V is obtained before the issuance of the securities.

There were no changes in the Company’s approach to capital management during the year ended November 30, 2025.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet arrangements as at November 30, 2025 or as of the date of this report.

RELATED PARTY TRANSACTIONS

As at November 30, 2025 the Company owed $2,268 (2024 - $1,249) to David Eaton, a director of the Company in respect of transfer and filing fees paid on behalf of the Company.

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LDB CAPITAL CORP.
(A Capital Pool Company)
Management discussion and analysis

CRITICAL JUDGEMENTS AND ESTIMATES

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Significant Judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applying to the Company’s financial statements include:

i. The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.
ii. The determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood or utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB that are mandatory for future accounting periods. The Company did not identify any standards that may have any impact on the Company’s Financial Statements during the year.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or not expected to have a significant impact on the Company’s Financial Statements.

RISKS & UNCERTAINTIES

The Company is actively working to identify and evaluate assets or businesses in order to complete a QT and currently has no source of recurring income. The Company has not commenced commercial operations, and has no significant assets other that cash, has no history of earnings and shall not generate earnings or pay dividends until at least after the completion of a QT, if at all. Until the completion of a QT, the Company is not permitted to carry on any other business other than the identification and evaluation of significant assets in pursuit of a QT.

There can be no assurances that the Company will identify any assets or businesses in pursuit of a QT, or have the financial resources necessary to complete a QT. Nor can there be an assurance that the Company will be able to obtain additional financing in the future on terms acceptable to the Company or at all.

The Company’s success depends to a certain degree upon key members for the management. It is expected that these individuals will be a significant factor in our growth and success. The loss of the service of members of the management team or certain key employees could have a material adverse effect on the Company.

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LDB CAPITAL CORP.
(A Capital Pool Company)
Management discussion and analysis

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 – Inputs that are not based on observable market data.

The fair value of the Company’s accounts payable and accrued liabilities and due to related party approximate their carrying value. The Company’s other financial instrument, being cash, is measured at fair value using Level 1 inputs.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

(a) Credit risk:
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in a Canadian bank. The risk of loss is considered low.

(b) Liquidity risk:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. Accounts payable and accrued liabilities and due to related party are due within the current operating period. The Company has a sufficient cash balance to settle current liabilities.

(c) Market risk:
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk.

(d) Interest rate risk:
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates.

Capital Management

The Company defines capital as the Company’s shareholder’s equity. The Company’s objectives when managing capital is to safeguard its accumulated capital by maintaining a sufficient level of funds to complete the Company’s QT while providing adequate returns to shareholders.

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LDB CAPITAL CORP.
(A Capital Pool Company)
Management discussion and analysis

DISCLOSURE OF DATA FOR OUTSTANDING COMMON SHARES AND OPTIONS

The following table summarizes the outstanding common shares of the Company:

	As at November 30, 2025	Date of this MD&A
Common shares	11,583,309	11,583,309

As at the date of this MD&A, the Company has 11,583,309 common shares issued and outstanding of which 1,050,002 shares of the Company are held in escrow and will be released to shareholders upon completion of a QT in accordance with Exchange Policy 2.4 over a period of up to 18 months.

SUBSEQUENT QUALIFYING TRANSACTION

On February 19, 2026, the Company entered into a definitive agreement with Eventer, and XYLO Technologies Ltd., as majority shareholder of Eventer, in respect of an arm’s length share exchange transaction, which will constitute the Company’s “Qualifying Transaction”.

Under the agreement, the Company will acquire 51% of the issued and outstanding Eventer shares from the Eventer shareholders in exchange for common shares of the Company. Upon completion of the Proposed Transaction, the Eventer shareholders will own 65.0% of the issued and outstanding resulting issuer shares, with existing LDB shareholders retaining 35.0% of the resulting issuer. It is anticipated that the resulting issuer will be listed on the Exchange as a Tier 2 technology issuer.

The Company does not expect any additional financing arrangements for or in conjunction with the Proposed Transaction.

The completing of the Proposed Transaction is subject to the fulfillment of certain conditions, including but not limited to:

• receiving all required director, shareholder, regulatory and court approvals, including the approval of the TSX Venture 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, along with reviewed financial statements of the three and nine months ended September 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 Eventer shareholders representing 100% of the Eventer shares having executed share exchange agreements; receipt of a ruling from the Israel Tax Authority under Section 103 confirming tax-deferred treatment;
• and there being no illegal prohibition against the completion of the Proposed Transaction.

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.

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.

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LDB CAPITAL CORP.
(A Capital Pool Company)
Management discussion and analysis

OTHER MD&A REQUIREMENTS

Additional information relating to the Company may be found on SEDAR+ at https://www.sedarplus.ca/landingpage/ including, but not limited to:

• the Company’s financial statements for the years ended November 30, 2025 and 2024.

This MD&A has been approved by the Board on March 30, 2026.