Fund Indicates Intent to Purchase Common Stock Over Time Following SEC Qualification; Management Believes Raising Capital in Stages may Help Manage Dilution
TULSA, OK - November 12, 2026 (NEWMEDIAWIRE) - Ladybug Resource Group, Inc. (OTC: LBRG) ("Ladybug" or the "Company") today announced that it has entered into a non-binding letter of intent, dated November 6, 2026 and countersigned by the Company on November 9, 2026, with a New Jersey-based private fund and accredited investor (the "Investor"). Under the letter, the Investor indicated its intent to purchase shares of the Company's common stock over time in the Company's proposed offering of up to $8 million (the "Offering"), in amounts and at times the Investor determines, subject to the terms described below.
The Offering would be made under an offering statement that the Company is preparing and intends to file with the U.S. Securities and Exchange Commission (the "SEC"). The offering statement has not yet been filed, and no shares may be sold until the SEC has qualified it.
KEY TERMS OF THE LETTER
- Non-binding letter. The letter is non-binding as to the Investor, which is not obligated to purchase any shares. After the SEC qualifies the offering statement, the Investor states that it intends to purchase shares in the Offering on an ongoing basis until the earlier of the Offering's expiration or termination and the sale of all qualified shares, in such amounts and at such times as it determines and subject to applicable investment limits.
- Purchases only when the Offering is "in the money." The Offering is in the money on a trading day if the per-share offering price is below the closing bid price of the Company's common stock on OTC Markets on the preceding trading day. The Investor may suspend and resume purchases at its discretion.
- Right of first refusal. The Company has granted the Investor a right of first refusal on all shares offered during the Offering period. Before accepting a subscription from anyone else, the Company will notify the Investor of the number of shares and the price. The Investor then has three business days to elect to purchase them on the same terms. The right expires at the end of the Offering period. These provisions are binding on the Company and the Investor.
- Definitive terms. The letter does not state an offering size or price. The Company currently expects the Offering to be for up to $8 million; the final size and price will be set out in the offering circular, and any purchase would be made under a subscription agreement the Company accepts after qualification.
WHY THE COMPANY IS TAKING THIS STEP
In its September 23, 2026 update, the Company reported preliminary discussions with several private investment firms about potential long-term financing and noted that it had not entered into any term sheets, definitive agreements or financing commitments. The letter is a further step in that process. It is non-binding as to the Investor and is not a financing commitment, and it does not change that statement.
A public offering qualified by the SEC comes with an offering circular that describes the Company, the securities offered and the risks of investing. Management believes that partnering with an investor in this way could be beneficial to executing the long-term vision outlined in the roadmap, and that raising capital over time, rather than in a single issuance, may help the Company manage dilution.
INTENDED USE OF PROCEEDS
If the Offering is qualified and completed, the Company currently intends to use the net proceeds to fund the roadmap it announced on September 30, 2026. Landmark items include:
- Completing the Board-guided feasibility study, supported by an independent advisor, into expansion into AI infrastructure and robotics components, with findings expected from October 2026 through March 2027.
- Technical qualification work and customer discussions for precision parts, including AI data center components and industrial robotics parts, planned for fiscal Q4 2026 and Q1 2027.
- Advancing the acquisition program targeting AI-powered software, enterprise SaaS and digital supply chain businesses, including diligence and advisory costs on prospective targets.
- Building on Jingdiao's proprietary Manufacturing Execution System and Smart Supply Chain Hub to bring digital capabilities to new customers and markets.
The Company's actual use of proceeds may differ and will be described in the offering circular. Each of these items remains subject to the Board's review and decisions, and nothing in this release is a commitment to build, acquire or lease any facility or complete any transaction.
WHAT THIS MEANS FOR SHAREHOLDERS
Supporting the long-term vision. The Company believes that partnering in this way could be beneficial to executing the long-term vision outlined in its roadmap.
Managing dilution. Management believes that raising capital in stages, rather than in a single issuance, and subject to the Company's acceptance of each subscription, may help the Company manage dilution. This is management's belief, not an assurance.
A possible source of capital, if the Offering proceeds. A willing participant is an early positive signal, but it is a signal only. The Investor has no obligation to buy, and the Offering cannot begin until the SEC qualifies the offering statement.
A defined, public process. The terms, risks and use of proceeds will be set out in an offering circular reviewed by the SEC. The Company intends to report material developments through its official channels as they occur.
Details to come. The offering size, price and the full set of risks will be set out in the offering circular once the Company files its offering statement. Shareholders should read it when it is available.
Limits on flexibility. The right of first refusal gives the Investor first call on shares offered during the Offering period, which could affect how the Company approaches other investors during that time.
“We are encouraged that a qualified investor has expressed interest in the Offering, and we are treating it exactly as what it is: a non-binding first step that depends on SEC qualification,” said Neal P. Pflum, President and CEO of Ladybug Resource Group. “We built our roadmap around clear decision points, and our approach to funding it will follow the same discipline. We will keep our shareholders informed as the process moves forward.”
LOOKING AHEAD
The Company will provide updates on the Offering, including the filing and qualification of the offering statement, as material developments occur. Any investor considering the Offering should read the offering circular once it is available.
Related announcements are available through NewMediaWire, and the Company's current disclosure is available at www.otcmarkets.com/stock/LBRG/overview:
- September 9, 2026: Ladybug Resource Group Initiates Strategic M&A Program Targeting AI-Powered Software Platforms; Identifies Target Shortlist and Commences Due Diligence
- September 23, 2026: Ladybug Resource Group Provides Update on Strategic M&A Program
- September 30, 2026: Ladybug Resource Group Outlines Strategic Roadmap and Key Milestones for Fiscal Q4 2026 Through Q4 2027
- October 12, 2026: Ladybug Resource Group Provides Details on Feasibility Study Evaluating Expansion Into AI Infrastructure and Robotics Manufacturing
- November 3, 2026: Ladybug Resource Group Connects Precision Manufacturing, Industrial AI and Robotics in Strategy to Diversify Beyond Automotive
ABOUT LADYBUG RESOURCE GROUP, INC.
Ladybug Resource Group, Inc. (OTC: LBRG) is a company focused on advanced manufacturing and industrial AI. Through its operating subsidiary, Guangzhou Jingdiao Automotive Equipment Manufacturing Co., Ltd., it provides precision manufacturing and digitally managed supply chain solutions to the global automotive and precision engineering industries. The Company's strategy includes evaluating expansion into AI infrastructure and robotics components and pursuing acquisitions in AI-enabled software, enterprise SaaS and digital supply chain technologies.
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MEDIA AND INVESTOR RELATIONS
Warren Booth
Ladybug Resource Group, Inc.
1408 S. Denver Avenue, Tulsa, OK 74119
Phone: +1 918-727-7137 | Email: info@ladybuglbrg.com
Website: www.ladybuglbrg.com | OTC Trading Symbol: LBRG
