Pardus enters definitive deal to acquire EGL Holdings

Mr. Herrick Lau reports PARDUS VENTURES INC. ENTERS INTO DEFINITIVE SHARE EXCHANGE AGREEMENT WITH EGL TECHNOLOGY HOLDINGS CO. LTD Further to the news releases dated June 6, 2025, April 4, 2025, and March 6, 2025, Pardus Ventures Inc. has entered into a definitive share exchange agreement, dated Nov. 5, 2025, with EGL Technology Holdings Co. Ltd., a private arm's-length company incorporated under the laws of the British Virgin Islands, and all of the shareholders of EGL Holdings. EGL Holdings, through its subsidiary Easy Access Intelligence Company Ltd., is a leading smart locker solution provider and operator based in Vietnam. Pursuant to the agreement, the company will acquire all the issued and outstanding common shares of EGL Holdings. The transaction remains subject to the approval of the TSX Venture Exchange and will constitute a qualifying transaction of the company as defined in TSX-V Policy 2.4 (Capital Pool Companies). The combined company that will result from the completion of the transaction (thereafter referred to as the resulting issuer) will be renamed to a name as agreed to by the company and EGL Holdings. Subject to TSX-V approval, the common shares of the resulting issuer will trade on the TSX-V under a new trading symbol to be determined by the parties, and the resulting issuer will seek to be listed as a Tier 2 industrial issuer. The transaction is an arm's-length transaction (as such term is defined in TSX-V Policy 1.1 (Interpretation)), and, in connection with the announcement of the transaction, trading in the common shares of the company has been halted and is expected to remain halted until the closing of the transaction. In connection with the transaction, the company intends to complete a non-brokered private placement to raise gross proceeds of up to $2-million. About EGL Technology Holdings Co. Ltd. Through its subsidiary Easy Access, EGL Holdings is a leading smart locker solution provider and operator based in Vietnam, which owns multiple advanced artificial intelligence technologies and related intellectual property rights in the areas of smart distribution, smart lockers and new retailing, and which aims to provide comprehensive last-mile delivery solutions to the booming e-commerce market in Vietnam. The transaction The transaction will be completed by way of a share exchange, pursuant to which the EGL shareholders will transfer all of their common shares in the capital of EGL Holdings to the company. In consideration for the EGL shares, the company will issue up to an aggregate of 152 million Pardus shares to the EGL shareholders, distributed on a pro rata basis according to each EGL shareholder's holdings in EGL Holdings. The company anticipates closing the transaction by Dec. 31, 2025. The concurrent financing In connection with the transaction, the company is undertaking the concurrent financing, consisting of a non-brokered private placement of subscription receipts of the company at a price of five cents per subscription receipt to raise aggregate gross proceeds of up to $2-million. Each subscription receipt will be convertible into one Pardus share upon closing of the transaction. Finders' fees may be payable in connection with the concurrent financing. Change of officers and directors Upon the completion of the transaction and subject to prior acceptance by the TSX-V, the company's board of directors will be restructured to consist of five directors. Pursuant to the agreement, the company anticipates that the directors of the resulting issuer will be Ngai-Man Leung, Nicole Qiao, Queenie Kuang, KarFai Leung and Jackie Lee, on or prior to closing. In addition, Mr. Leung, Ms. Qiao and Herrik Lau will be appointed as officers of the company. See the company's news release dated June 6, 2025, for more information about the proposed directors and officers of the resulting issuer. Closing conditions Closing is subject to the satisfaction of various conditions standard for a transaction of this nature, including, but not limited to: The company and EGL Holdings obtaining all necessary consents, orders and regulatory approvals, including the conditional approval of the TSX-V, for the transaction and the concurrent financing; The completion of the concurrent financing; The completion of satisfactory due diligence by the company and EGL; and Approval of the transaction by the shareholders of the company and EGL Holdings, if and as required by applicable corporate law and the policies of the TSX-V. The company intends to rely on Section 2.3 of National Instrument 45-106 (Prospectus Exemptions) for an exemption from the prospectus requirements for the issuance of the Pardus shares to the EGL shareholders. Assuming the completion of the transaction as well as the concurrent financing and that no convertible securities of the company are exercised prior to closing, approximately 196 million common shares of the resulting issuer are expected to be issued and outstanding on the closing, of which approximately 77.55 per cent of the resulting issuer shares will be held by the former EGL shareholders, approximately 2.04 per cent of the resulting issuer shares will be held by existing shareholders of the company and approximately 20.41 per cent of the resulting issuer shares will be held by the subscribers under the concurrent financing. Additional information regarding any 10-per-cent or greater shareholders of the resulting issuer will be set out in a filing statement to be prepared by the parties in accordance with the policies of the TSX-V. Sponsorship Sponsorship of the transaction is required by the TSX-V unless exempt or waived in accordance with TSX-V policies. The company intends to apply for a waiver from the sponsorship requirements. There is no assurance that the company will be able to obtain such a waiver. Additional information All information contained in this news release with respect to the company and EGL was supplied, for inclusion herein, by each respective party, and each party and its directors and officers have relied on the other party for any information concerning such other party. Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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. About Pardus Ventures Inc. Pardus, a capital pool company within the meaning of the CPC policy of the TSX-V, was incorporated in British Columbia on Dec. 9, 2022, and its common shares were listed on the TSX-V on July 31, 2023. The company does not have any operations and has no assets other than cash. The company's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction (as such term is defined in the CPC policy). We seek Safe Harbor.