Pardus Ventures Inc. Enters into Definitive Share Exchange Agreement with EGL Technology Holdings Co. Ltd

Executive Summary

• Pardus Ventures Inc. entered into a definitive share‑exchange agreement to acquire all issued and outstanding shares of EGL Technology Holdings Co. Ltd., creating a combined issuer that will be renamed and listed on the TSX Venture as a Tier 2 industrial issuer.
• The transaction is contingent on TSXV approval, shareholder approvals, and the completion of a concurrent non‑brokered private placement to raise up to $2 million at $0.05 per subscription receipt.
• Upon closing (expected by 31 Dec 2025), approximately 196 million shares of the resulting issuer will be outstanding, with former EGL shareholders holding ~77.6%, existing Pardus shareholders ~2.0%, and private‑placement subscribers ~20.4%.

Key Details

• Transaction Structure: Share exchange – EGL shareholders receive up to 152 million Pardus Shares on a pro‑rata basis for their EGL shares.
• Closing Timeline: Anticipated closing no later than 31 December 2025, subject to TSXV conditional approval and other customary conditions.
• Concurrent Financing: Non‑brokered private placement of subscription receipts at $0.05 each, targeting gross proceeds of up to $2,000,000; each receipt converts into one Pardus Share at closing. Finder’s fees may apply.
• Post‑Closing Capitalization: ~196 million Resulting Issuer Shares outstanding:
• Former EGL shareholders – ≈77.55%
• Existing Pardus shareholders – ≈2.04%
• Private‑placement subscribers – ≈20.41%
• Board & Management Reconstitution: Upon closing, the board will be restructured to five directors (Ngai‑Man Leung, Nicole Qiao, Queenie Kuang, KarFai Leung, Jackie Lee). Ngai‑Man Leung, Nicole Qiao, and Herrik Lau will become officers.
• TSXV Sponsorship Waiver: Pardus will apply for a waiver from the TSXV sponsorship requirement; no guarantee of approval.
• Trading Halt: Shares of Pardus have been halted pending transaction completion and will remain so until closing.

Notable Quotes

“The proposed Transaction represents a significant step forward in delivering value to our shareholders by combining Pardus’s capital pool structure with EGL Holdings’ innovative smart‑locker platform.” – Herrick Lau, CEO & Director, Pardus Ventures Inc.