Green Panda Capital Corp. Signs Letter of Intent to Acquire DeepGreenX Group Inc.

Executive Summary

• Green Panda Capital Corp. (TSXV: GPCC) entered into a non‑binding Letter of Intent to acquire all issued and outstanding securities of DeepGreenX Group Inc. (DGX) via share exchange, amalgamation or another form of business combination.
• The transaction is subject to definitive agreement execution by May 16 2026, satisfactory due diligence, TSX‑V and regulatory approvals, and possible sponsor exemption requirements.
• Trading in GPCC’s common shares has been halted pending fulfillment of TSX‑V Policy 2.4 conditions; the halt will remain in effect until the transaction is completed or otherwise resolved.

Key Details

• Letter of Intent Date: February 18 2026.
• Target Company: DeepGreenX Group Inc., incorporated April 2025, focused on AI‑driven digital financial infrastructure, tokenization platforms, exchange technologies, and digital banking initiatives.
• Proposed Structure: Acquisition of all DGX securities by GPCC through a share exchange, amalgamation, or other business combination form as determined by the parties.
• Resulting Ownership: Upon completion, DeepGreenX would become a wholly‑owned subsidiary of Green Panda Capital Corp.
• Closing Conditions:
• Definitive agreement to be signed on or before May 16 2026, containing customary representations, warranties, covenants, and conditions.
• Completion of satisfactory due diligence by GPCC.
• Approval from the TSX Venture Exchange (TSX‑V) and any other applicable regulatory authorities.
• Trading Halt: GPCC’s common shares halted as of February 19 2026 under TSX‑V Policy 2.4; no assurance that trading will resume before transaction completion.
• Sponsorship Requirement: Transaction subject to TSX‑V sponsorship rules; GPCC intends to apply for an exemption, but if denied a sponsor will be identified later.
• Name Change: Post‑completion, GPCC plans to rename itself “DeepGreenX Group Inc.” (or another name chosen by DGX) and expects a new TSX‑V ticker symbol.
• Management & Board: Future directors and officers of the combined entity will be determined by the parties; details to be disclosed in a subsequent release.
• Forward‑Looking Statements: The release contains forward‑looking information subject to risks and uncertainties; no obligation to update such statements except as required by law.

Notable Quotes

• “We are excited about the strategic fit between Green Panda Capital and DeepGreenX, which will enhance our capabilities in digital financial infrastructure and tokenization,” – Xin (Richard) Zhou, President & CEO, Green Panda Capital Corp.