Green Panda enters LOI to acquire DeepGreenX

Executive Summary

• Green Panda Capital Corp. has signed a Letter of Intent to acquire DeepGreenX Group Inc. via a share exchange, amalgamation, or other business combination.
• Upon completion, DeepGreenX will become a wholly owned subsidiary, and Green Panda intends to change its name to DeepGreenX Group Inc.
• Trading in Green Panda's shares remains halted pending TSX Venture Exchange Policy 2.4 requirements and regulatory approvals.

Key Details

• Transaction Structure: Acquisition of all issued and outstanding securities of DeepGreenX Group Inc. (DGX) by Green Panda Capital Corp. via share exchange, amalgamation, or other business combination.
• Date of Intent: February 18, 2026.
• Definitive Agreement Deadline: Parties must enter into a definitive agreement on or before May 16, 2026.
• Conditions Precedent:
  • Completion of satisfactory due diligence.
  • Approval of the TSX Venture Exchange and other applicable regulatory authorities.
  • Sponsorship requirements of the TSX-V (company intends to apply for an exemption, but no assurance of approval).
• Post-Transaction Governance: Directors and officers of the resulting issuer to be determined by the parties; details to be included in a subsequent release.
• Name Change: Green Panda intends to change its name to DeepGreenX Group Inc. or another name determined by DGX.
• Trading Status: Trading in Green Panda's common shares halted as of February 19, 2026, pending satisfaction of TSX-V Policy 2.4. No assurance that trading will resume prior to transaction completion.
• Target Company Profile: DeepGreenX Group Inc. is incorporated under the Canada Business Corporations Act (April 2025). Its business focuses on AI-driven digital financial infrastructure, tokenization platforms for real-world and nature-based assets, exchange technologies, and digital banking initiatives.

Notable Quotes

• "The transaction is an arm's-length transaction. Upon the completion of the transaction, it is expected that DeepGreenX will become a wholly owned subsidiary of the company."
• "There can be no assurance that trading of Green Panda shares will resume prior to the completion of the transaction."