2025-02-27 19:01 ET - News Release

Mr. Simon Tso reports

ALDD VENTURES PROVIDES UPDATE ON QUALIFYING TRANSACTION

ALDD Ventures Corp., further to its press release dated Oct. 30, 2024, and Dec. 24, 2024, has entered into a definitive agreement dated Feb. 26, 2025, with Guildwell Holdings Inc., Sparling Financial SARL and 1528592 B.C. Ltd. (SubCo), a wholly owned subsidiary of the company, relating to the acquisition of all of the issued and outstanding securities of Sparling pursuant to the terms of an amalgamation agreement. Guildwell is a company affiliated with Sparling, and it is anticipated that, in connection with the proposed transaction, Guildwell and Sparling will enter into a share exchange agreement, whereby Sparling will become a wholly owned subsidiary of Guildwell, and, as outlined herein, Guildwell will transact with ALDD pursuant to the terms of the definitive agreement.

Definitive agreement

The proposed transaction will be completed pursuant to a three-cornered amalgamation among the company, Guildwell and SubCo, whereby SubCo and Guildwell will amalgamate and continue as one corporation, and the shareholders of Guildwell will receive shares of the company (referred to on a postclosing basis as the resulting issuer).

Pursuant to the definitive agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the proposed transaction, among other things:

The resulting issuer will hold, on a consolidated basis, all of the assets and will be subject to all of the liabilities of the company, Guildwell and Sparling, and will continue the business of Sparling. Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, Sparling completing a non-brokered private placement of Sparling shares for gross proceeds of $2,297,911 at a price of 32 cents per Sparling share (as described below); the company completing the name change; TSX Venture Exchange acceptance of the proposed transaction; and receipt of the necessary approvals of the shareholders of the company and Sparling, as applicable.

The definitive agreement will be posted to the company's SEDAR+ profile and contains additional details regarding the proposed transaction. As well, further details with respect to the proposed transaction are summarized in the company's news releases dated Oct. 30, 2024, and Dec. 24, 2024.

Management

Following the completion of the proposed transaction (and as outlined in the definitive agreement), the resulting issuer is expected to be led by Adam Leonard (chief executive officer and director); Konstantin Lichtenwald (chief financial officer); Andrew Perkins (independent director); and Simon Tso (independent director).

Mr. Leonard (CEO and director)

Mr. Leonard brings over 25 years of proven experience in business and product development within the fintech, payment and gaming industries. Mr. Leonard is credited with bringing to market several industry-disrupting products while navigating ever-evolving regulatory requirements, having led multiple startups from idea to exit through all types of market conditions.

Mr. Lichtenwald (CFO)

Mr. Lichtenwald has over 15 years of finance and accounting experience, including corporate compliance, accounting and financial management, initial public offering, and reverse takeovers. Mr. Lichtenwald has lived and worked in multiple jurisdictions, including Germany, Australia and Canada. Mr. Lichtenwald is a director of a number of publicly listed companies in Canada and assumes a number of CFO roles.

Mr. Perkins (independent director)

Mr. Perkins is a fellow of the ICAEW (Institute of Chartered Accountants in England and Wales) with 15 years of financial services experience across cryptocurrencies, structured equity products and credit derivatives. Mr. Perkins brings international CFO and senior leadership experience specializing in startup scaling and corporate structure in regulated environments.

Mr. Tso (independent director)

Mr. Tso is the principal of Athena Chartered Professional Accountant Ltd., a full-cycle accounting firm that assists both private and public companies with their financial reporting, regulatory filing and taxation requirements. Mr. Tso is also a co-founder of Zeus Capital Ltd., a boutique corporate finance firm that specializes in providing financial advisory, valuation and consulting services. Prior to his current roles, Mr. Tso spent a number of years as an associate at a local corporate finance firm and as a senior accountant at a firm of chartered accountants, where he managed numerous private and publicly traded corporations, commonly acting as their controller or chief financial officer.

Financing

In connection with the proposed transaction, the parties intend to complete a financing of Sparling shares for gross proceeds of $2,297,911 at a price of 32 cents per Sparling share and to be completed by Sparling on a best efforts basis. The financing shall be structured as a common share equity raise into Sparling, which shall convert into resulting issuer shares in connection with the proposed transaction as outlined in the definitive agreement. Other than in connection with the financing, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the proposed transaction. The proceeds of the financing will be used for the working capital requirements of the resulting issuer.

Completion of the proposed transaction is subject to a number of conditions, including, as disclosed herein, but not limited to, exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder and exchange 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. Trading in the securities of the company should be considered highly speculative.

We seek Safe Harbor.

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