Green Panda Capital Corp. Signs Definitive Agreement to Acquire DeepGreenX Group Inc.

Green Panda Capital Corp. (GPCC) has signed a definitive agreement to acquire all securities of DeepGreenX Group Inc. (DXG) through a share exchange or amalgamation. The exchange ratio is 0.3444 GPCC share per DXG share, resulting in the issuance of approximately 300.3 million new GPCC shares to DXG stockholders. Post-closing, DXG shareholders will own 97% of the combined entity, and existing GPCC shareholders will hold just 3%, with about 309.6 million shares outstanding. The company will be renamed to “DeepGreenX Group Inc.” or similar, and the transaction remains subject to TSX Venture Exchange approval. Trading has been halted since February 19, 2026.

The definitive agreement reduces execution risk compared to the non-binding LOI, but the outcome – massive dilution of existing shareholders – was fully signaled in the earlier LOI and the halt announcement. No new terms materially alter the expected economics. The news is a procedural milestone, not a surprise. For a shell that had a market cap near C$0.5 million, the event is incrementally positive because it moves the reverse takeover closer to completion, yet it offers no immediate insight into the target’s intrinsic value. Consequently, the announcement qualifies as routine, expected progress.

Green Panda Capital Corp. is a TSX Venture Exchange-listed shell that had been seeking a qualifying transaction. Its only notable asset was a small amount of cash from recent financings. The proposed reverse takeover target, DeepGreenX Group Inc., is an early-stage entity incorporated in April 2025. DeepGreenX describes itself as an AI-driven digital financial infrastructure and development platform for real-world and nature-based assets, with ambitions in tokenization, exchange technologies, and digital banking. The combined company’s flagship project will be whatever DeepGreenX brings; no specific product or service is detailed in the releases.