Toronto, Ontario – October 22, 2026 – TheNewswire – Eventer Technologies Ltd. (the “ Company ” or “ Eventer ”) (TSXV: EVNT), a SaaS-based platform for the management and sale of tickets for live events, is pleased to announce that it has entered into a share purchase agreement dated October 22, 2026 (the “ Agreement ”) with Xylo Technologies Ltd. (“ Xylo ”), a “Non-Arm’s Length Party” of the Company (as such term is defined in the policies of the TSX Venture Exchange (“ TSXV ”)) pursuant to which the Company will acquire all of the issued and outstanding ordinary shares of its Israeli operating subsidiary, Eventer Technologies Ltd. (“ Eventer Israel ”), that it does not already own, representing 49.0% of the issued and outstanding shares of Eventer Israel (the “ Acquisition ”). The Company also announces that it will be proceeding with a concurrent non-brokered private placement of up to 7,398,421 units (the “ Offered Units ”) at a price of C$0.76 per Offered Unit for gross proceeds of up to C$5, 622 , 800 (approximately US$4,000,000) (the “ Offering ”).
The Acquisition
The Company acquired a 51.0% interest in Eventer Israel on June 10, 2026 upon completion of its Qualifying Transaction (as defined in the policies of the TSXV). The remaining 49.0% interest is held by Xylo (48.06%) and one minority shareholder (0.94%) (the “ Minority Vendor ”), also a Non-Arm’s Length Party (as defined under the policies of the TSXV), 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% interest is US$5,100,000 (the “ Purchase Price ”), of which US$3,600,000 will be paid in cash at closing and US$1,500,000 will be satisfied by the issuance of 2,774,408 common shares of the Company (the “ Consideration Shares ”) at a deemed price of C$0.76 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 US$1,500,000 into Canadian dollars at the Bank of Canada daily exchange rate as of October 21, 2026 and dividing the result by C$0.76. 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 fund 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% 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 TSXV.
Completion of the Acquisition is subject to a number of conditions, including acceptance of the TSXV, 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 comprised of one (1) common share in the capital of the Company (each, a “ Unit Share ”) and one (1) transferable common share purchase warrant (each, a “ Unit Warrant ”) entitling the holder thereof to acquire one common share in the capital of the Company (each, a “ Unit Warrant Share ”) at a price of C$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% 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 (3) 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 TSXV Policy 4.1 – Private Placements , and is not less than the Discounted Market Price (as defined in the policies of the TSXV) 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 fund 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 finder’s fees on a portion of the Offering, subject to applicable securities legislation. Closing of the Offering is subject to approval of the TSXV and is expected to occur prior to closing of the Acquisition.
None of the securities issued in connection with the Acquisition or sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
For further information, please contact:
Yossi Lapovsky
CFO
Eventer Technologies Ltd.
Telephone: 972 50 9079929
Email: yossi@eventer.co.il
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the completion of the Acquisition and the Offering and the anticipated terms and timing thereof; the receipt of all necessary approvals, including the acceptance of the TSXV, any required shareholder approval; the anticipated use of the net proceeds of the Offering; the potential listing of the Company’s securities on the Nasdaq Stock Market and the Company’s discretion to accelerate the expiry of up to 50% of the Unit Warrants following any such listing; the expected shareholdings of Xylo following completion of the Acquisition and the Offering; the payment of finder’s fees; and the expectation that no new control person will be created and no change of control will occur as a result of the Acquisition or the Offering.
Forward-looking statements are based on a number of assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including, without limitation: the Company’s ability to complete the Acquisition and the Offering on the announced terms and timing, or at all; the failure to obtain, or delays in obtaining, required regulatory, TSXV, shareholder and tax authority approvals; fluctuations in the Canadian dollar/United States dollar exchange rate; the state of the capital markets and general economic conditions; risks inherent in the business of the Company and Eventer Israel, including risks relating to operations in Israel; and the risk factors described in the Company’s continuous disclosure filings available under its profile on SEDAR+ at www.sedarplus.ca.
Although the Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on them, as the Company can give no assurance that they will prove to be correct. The forward-looking statements in this news release are made as of the date hereof, and the Company undertakes no obligation to update or revise them, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
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