Mr. Richard Zhou reports

GREEN PANDA CAPITAL CORP. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE DEEPGREENX GROUP INC.

Green Panda Capital Corp. entered into a definitive acquisition agreement dated May 22, 2026, with DeepGreenX Group Inc. (DXG) whereby GPCC will acquire all of the issued and outstanding securities of DXG by way of a share exchange, amalgamation or such other form of business combination as the parties may determine.

Transaction summary

The transaction is an arm's-length transaction and constitutes the qualifying transaction of GPCC under Policy 2.4 of the TSX Venture Exchange. Under the terms of the definitive agreement, GPCC will acquire all of the issued and outstanding common shares of DeepGreenX from the DXG shareholders in exchange for newly issued common shares of GPCC at an exchange ratio of 0.3444 GPCC share for each DXG share. Based on 872 million DeepGreenX shares outstanding and the share exchange ratio, GPCC will issue approximately 300,334,633 GPCC shares to the DXG shareholders. Upon completion of the transaction, the former DXG shareholders will collectively hold approximately 97 per cent of the issued and outstanding shares of the resulting issuer, and the pre-existing GPCC shareholders will collectively hold approximately 3 per cent, in each case on a non-diluted basis. DeepGreenX will become a wholly owned subsidiary of the resulting issuer.

Completion of the transaction is subject to several conditions, including but not limited to the approval of the TSX-V.

Information concerning DeepGreenX

DeepGreenX is a company incorporated under the Canada Business Corporations Act in April, 2025. DeepGreenX's business focuses on AI-driven digital financial infrastructure and development platforms for real-world and nature-based assets.

Capitalization

As of the date of the definitive agreement, GPCC has 9,288,700 common shares issued and outstanding, with no options, warrants or other convertible securities outstanding. DeepGreenX has 872 million common shares issued and outstanding, with no options or warrants outstanding. Immediately following closing (excluding any shares issued in connection with a concurrent financing), GPCC will have approximately 309,623,333 common shares issued and outstanding, of which approximately 97 per cent will be held by the former DXG shareholders and approximately 3 per cent by the existing GPCC shareholders, in each case on a non-diluted basis.

Management and board of directors

Upon completion of the transaction, the directors and officers of the resulting issuer will be composed of such individuals as proposed by DXG and approved by the TSX-V. Details regarding the anticipated directors and officers of the resulting issuer will be included in a subsequent release.

Other information relating to the proposed transaction

Additional information concerning the transaction, GPCC, DXG and the Resulting Issuer will be provided in the disclosure document to be filed by GPCC in connection with the transaction and which will be available under GPCC's SEDAR+ profile.

Sponsorship

The transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. The company intends to apply for an exemption from the sponsorship requirements.

Trading halt

Trading in GPCC's common shares has been halted as of Feb. 19, 2026, and will remain halted pending the satisfaction of all applicable requirements pursuant to Policy 2.4 of the TSX-V.

Name change

Upon completion of the transaction, the company intends to change its name to DeepGreenX Group Inc. or such other name as DXG may determine, and the parties expect that the TSX-V will assign a new trading symbol for the resulting issuer.

We seek Safe Harbor.