Mr. Xin Zhou reports

GREEN PANDA CAPITAL CORP. SIGNS LETTER OF INTENT TO ACQUIRE DEEPGREENX GROUP INC.

Green Panda Capital Corp. has entered into a letter of intent dated Feb. 18, 2026, with DeepGreenX Group Inc. whereby Green Panda 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.

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 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 and other applicable regulatory authorities.

Trading in Green Panda'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 Green Panda 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.

About DeepGreenX Group Inc.

DeepGreenX is a company incorporated under the Canada Business Corporations Act in April, 2025. DeepGreenX's business focuses on artificial-intelligence-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 composed 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 Green Panda'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 DGX may determine, and the parties expect that the TSX-V will assign a new trading symbol for the resulting issuer.

We seek Safe Harbor.