Mr. Herrick Lau reports

PARDUS VENTURES INC. ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED SUBSCRIPTION RECEIPT FINANCING

Further to Pardus Ventures Inc.'s news releases dated Nov. 6, 2025, June 6, 2025, April 4, 2025, and March 6, 2025, Pardus has closed its non-brokered private placement of subscription receipts, by issuing an aggregate of 30 million subscription receipts for aggregate gross proceeds of $1.5-million.

The offering was conducted in connection with, and as a condition to the closing of, Pardus's proposed acquisition of all the issued and outstanding common shares of EGL Technology Holdings Co. Ltd., which is expected to constitute Pardus's qualifying transaction under TSX Venture Exchange Policy 2.4 -- Capital Pool Companies. Upon completion of the transaction, the combined entity will be renamed to a name agreed to by Pardus and EGL Holdings and will focus on advancing EGL Holdings's business as a leading smart locker solutions provider and operator based in Vietnam.

All dollar figures in this release are Canadian dollars.

Closing of subscription receipt financing

On Dec. 9, 2025, Pardus closed its first tranche of the offering by issuing 30 million subscription receipts at five cents per subscription receipt for gross proceeds of $1.5-million. The subscription receipts are governed pursuant to the subscription receipt agreement (as defined below) entered into in connection with the offering and are automatically exercisable into one common share of Pardus upon satisfaction of the escrow release conditions and other terms and conditions set out in the subscription receipt agreement. The subscription receipts may be issued in one or more tranches under the offering, up to 40 million subscription receipts for aggregate gross proceeds of up to $2-million.

The gross proceeds from the offering (the escrowed funds), are being held in escrow by Computershare Trust Company of Canada in accordance with a subscription receipt agreement dated June 13, 2025, between Pardus and Computershare, as amended by the first supplemental subscription receipt indenture dated Nov. 11, 2025, and will be released to Pardus upon satisfaction and/or waiver of certain escrow release conditions, including the receipt of all required approvals in connection with the offering, the transaction and the listing on the TSX Venture Exchange, the completion or irrevocable waiver or satisfaction of all conditions precedent to the transaction, and the delivery of a notice to Computershare by Pardus confirming that the applicable conditions have been met or waived.

If the transaction closes at or prior to 5 p.m. on the date that is 12 months after the closing of the final tranche of the offering, the escrowed funds will be released to Pardus.

If the transaction fails to close by the escrow deadline or is terminated prior thereto, the gross proceeds and pro rata entitlement to interest earned on the escrowed funds will be paid to the holders of the subscription receipts in accordance with the terms of the subscription receipt agreement.

Pardus anticipates using the net proceeds from the offering to pay for remaining estimated costs of the transaction, to purchase Smart Lockers, to recruit talent and professionals, for research and development of Smart Box and Smartlocker System technology, and to pay for general and administrative costs associated with the operations of a public company.

Upon satisfaction of the escrow release conditions, each subscription receipt will be automatically converted, without any further action by its holder, and for no additional consideration, into one Pardus share.

In connection with the offering, Pardus will pay to certain finders a cash commission equal to 5.0 per cent of the gross proceeds raised from subscriptions in the offering from persons introduced to the company by the finders. The finder's fee (in the amount of $53,800) has been deposited in escrow with Computershare and will be released to the finders upon satisfaction and/or waiver of the escrow release conditions.

The subscription receipts issued under the offering, including the Pardus shares that may be issued on the conversion of the subscription receipts, are subject to a hold period expiring on April 10, 2026.

Additional information

For additional information relating to the terms of the transaction, please refer to the share exchange agreement dated Nov. 6, 2025, and the news releases dated Nov. 6, 2025, June 6, 2025, April 4, 2025, and March 6, 2025, each of which is available on SEDAR+ under Pardus's issuer profile. In addition, more information relating to the transaction and the resulting issuer will be available in the filing statement to be filed in due course on SEDAR+ under Pardus's issuer profile.

About Pardus Ventures Inc.

Pardus Ventures, a capital pool company within the meaning of the CPC policy of the TSX Venture Exchange, was incorporated in British Columbia on Dec. 9, 2022, and its common shares were listed on the TSX-V on July 31, 2023. The company does not have any operations and has no assets other than cash. The company's business is to identify and evaluate businesses and a/ssets with a view to completing a qualifying transaction (as such term is defined in the CPC policy).

Trading in the Pardus shares is currently halted and will remain halted until completion of the transaction.

About EGL Holdings

Through its subsidiary Easy Access, EGL Holdings is a leading smart locker solutions provider and operator based in Vietnam, which owns multiple advanced AI technologies and related intellectual property rights in the areas of smart distribution, smart lockers and new retailing, and which aims to provide comprehensive last-mile delivery solutions to the booming e-commerce market in Vietnam.

We seek Safe Harbor.