Toronto, Ontario--(Newsfile Corp. - May 22, 2026) - Green Panda Capital Corp. (TSXV: GPCC.P) ("GPCC" or the "Company") announces that it has entered into a definitive acquisition agreement dated May 22, 2026 (the "Definitive Agreement"), with DeepGreenX Group Inc. ("DeepGreenX" or "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 ( the "Transaction").
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 (the "TSX-V"). 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 (the "Share Exchange Ratio"). Based on 872,000,000 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% of the issued and outstanding shares of the resulting issuer (the "Resulting Issuer"), and the pre-existing GPCC shareholders will collectively hold approximately 3%, 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 872,000,000 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% will be held by the former DXG shareholders and approximately 3% 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 comprised 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 at www.sedarplus.ca.
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 DXG may determine, and the parties expect that the TSX-V will assign a new trading symbol for the Resulting Issuer.
For further information, please contact:
Xin (Richard) Zhou
President and Chief Executive Officer
Green Panda Capital Corp.
Email: info@gpcc.ca
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 DXG was provided by DXG 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/298658
Source: Green Panda Capital Corp
