Green Panda Capital Corp. announced that it has signed a definitive agreement with DeepGreenX Group Inc. in a transaction that will see DeepGreenX acquire all issued and outstanding securities of Green Panda Capital through a share exchange and business combination structure.
The transaction will serve as Green Panda Capital’s Qualifying Transaction under Policy 2.4 of the TSX Venture Exchange. Following the completion of the deal, DeepGreenX will become a wholly owned subsidiary of the resulting public company, which is expected to be renamed DeepGreenX Group Inc.
Under the terms of the agreement, Green Panda Capital will issue approximately 300.3 million common shares to DeepGreenX shareholders based on an exchange ratio of 0.3444 GPCC shares for each DeepGreenX share. The agreement is based on DeepGreenX having 872 million shares outstanding.
After the transaction closes, existing DeepGreenX shareholders are expected to collectively own about 97% of the resulting issuer on a non-diluted basis, while current Green Panda Capital shareholders will own about 3%.
DeepGreenX, which was incorporated in April 2025 under the Canada Business Corporations Act, focuses on AI-driven digital financial infrastructure and development platforms for real-world and nature-based assets.
As of the signing date, Green Panda Capital had 9.29 million common shares outstanding and no options, warrants, or convertible securities. DeepGreenX also reported no outstanding options or warrants. Following the completion of the transaction, the combined company is expected to have approximately 309.6 million common shares outstanding, excluding any additional financing activities.
The companies said the transaction remains subject to multiple conditions, including approval from the TSX Venture Exchange. Green Panda Capital also intends to seek an exemption from the TSX-V sponsorship requirements, although there is no guarantee that such an exemption will be granted.
Trading in Green Panda Capital shares has been halted since February 19, 2026, and will remain halted pending satisfaction of TSX-V requirements related to the qualifying transaction.
