Pardus enters definitive deal to acquire EGL Holdings

Executive Summary

• Pardus Ventures Inc. has entered into a definitive share exchange agreement to acquire 100% of EGL Technology Holdings Co. Ltd., a Vietnam-based smart locker and AI technology provider, in a transaction valued at up to 152 million Pardus shares.
• The transaction is contingent upon TSX Venture Exchange approval and includes a concurrent non-brokered private placement to raise up to $2 million in gross proceeds.
• Upon closing, the combined entity will be renamed, trade under a new symbol, and seek Tier 2 industrial issuer status, with the board of directors and officers being restructured to include key EGL executives.

Key Details

• Transaction Structure: Definitive share exchange agreement dated November 5, 2025, between Pardus Ventures Inc. and EGL Technology Holdings Co. Ltd. (a private BVI company) and all its shareholders.
• Target Company: EGL Technology Holdings Co. Ltd., through its subsidiary Easy Access Intelligence Company Ltd., is a smart locker solution provider and operator based in Vietnam, owning AI technologies for smart distribution and last-mile delivery.
• Consideration: Pardus will issue up to 152 million common shares to EGL shareholders on a pro-rata basis.
• Concurrent Financing: A non-brokered private placement of subscription receipts at $0.05 per receipt to raise gross proceeds of up to $2 million. Each receipt converts into one Pardus share upon closing.
• Post-Closing Ownership Structure: Approximately 196 million total shares expected to be outstanding.
  • ~77.55% held by former EGL shareholders.
  • ~20.41% held by subscribers of the concurrent financing.
  • ~2.04% held by existing Pardus shareholders.
• Corporate Changes:
  • The resulting issuer will be renamed as agreed by the parties.
  • Trading symbol will change; the company seeks Tier 2 industrial issuer status.
  • Board will be restructured to five directors: Ngai-Man Leung, Nicole Qiao, Queenie Kuang, KarFai Leung, and Jackie Lee.
  • Officers appointed: Mr. Leung, Ms. Qiao, and Mr. Herrick Lau.
• Timeline: Anticipated closing by December 31, 2025.
• Regulatory Status: Trading in Pardus shares is halted pending the transaction. The transaction constitutes a "qualifying transaction" under TSX-V Policy 2.4 for Capital Pool Companies.
• Conditions Precedent: TSX-V approval, completion of concurrent financing, satisfactory due diligence, and shareholder approvals where required.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.