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

Toronto, Ontario–(Newsfile Corp. – February 19, 2026) – Green Panda Capital Corp. (TSXV: GPCC.P) (“GPCC” or the “Company“) announces that it has entered into a letter of intent dated February 18, 2026 (the “LOI“), with DeepGreenX Group Inc. (“DeepGreenX” or “DGX“) whereby GPCC will acquire all of the issued and outstanding securities of DGX by way of a share exchange, amalgamation or such other form of business combination as the parties may determine (the “Transaction“).

Transaction Summary

The Transaction is an arm’s length transaction. Upon the completion of the Transaction, it is expected that DeepGreenX will become a wholly owned subsidiary of the Company (the “Resulting Issuer“).

The Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Transaction on or before May 16, 2026 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, and the approval of the TSX Venture Exchange (the “TSX-V“) and other applicable regulatory authorities.

Trading in GPCC’s common shares will remain halted pending the satisfaction of all applicable requirements of Policy 2.4 of the TSX-V. There can be no assurance that trading of GPCC Shares will resume prior to the completion of the Transaction. Further details concerning the Transaction (including additional financial and shareholder information regarding DGX) and other matters will be announced if and when a definitive agreement is reached.

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, tokenization platforms for real-world and nature-based assets, exchange technologies, and digital banking initiatives.

Management and Board of Directors

Upon completion of the Transaction, the directors and officers of the Resulting Issuer will be comprised of such individuals as the parties may determine. Details regarding the anticipated directors and officers of the Resulting Issuer will be included in a subsequent release.

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; however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Trading Halt

Trading in GPCC’s common shares has been halted as of February 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 DGX may determine, and the parties expect that the TSX-V will assign a new trading symbol for the Resulting Issuer.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of GPCC. In making the forward-looking statements, GPCC has applied certain assumptions that are based on information available, including GPCC’s strategic plan for the near and mid-term. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. GPCC does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

All information contained in this news release relating to DGX was provided by DGX to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority 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 a capital pool company should be considered highly speculative.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284625