(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - November 6, 2025) - Pardus Ventures Inc. (TSXV: PDVN.P) (the " Company ") is pleased to announce that, further to its news releases dated June 6, 2025, April 4, 2025, and March 6, 2025, it has entered into a definitive share exchange agreement (the " Agreement "), dated November 5, 2025, with EGL Technology Holdings Co. Ltd. (" EGL Holdings "), a private arm's length company incorporated under the laws of the British Virgin Islands, and all of the shareholders of EGL Holdings (the " EGL Shareholders "). EGL Holdings, through its subsidiary Easy Access Intelligence Company Ltd. (" Easy Access "), is a leading smart locker solutions provider and operator based in Vietnam. Pursuant to the Agreement, the Company will acquire all the issued and outstanding common shares of EGL Holdings (the " Transaction ").

The Transaction remains subject to the approval of the TSX Venture Exchange (the " TSXV ") and will constitute a Qualifying Transaction of the Company as defined in TSXV Policy 2.4 - Capital Pool Companies. The combined company that will result from the completion of the Transaction (thereafter referred to as the " Resulting Issuer ") will be renamed to a name as agreed to by the Company and EGL Holdings (the " Name Change "). Subject to TSXV approval, the common shares of the Resulting Issuer will trade on the TSXV under a new trading symbol to be determined by the parties and the Resulting Issuer will seek to be listed as a Tier 2 industrial issuer.

The Transaction is an Arm's Length Transaction (as such term is defined in TSXV Policy 1.1 - Interpretation) and, in connection with the announcement of the Transaction, trading in the common shares of the Company (the " Pardus Shares ") has been halted and is expected to remain halted until the closing (the " Closing ") of the Transaction. In connection with the Transaction, the Company intends to complete a non-brokered private placement to raise gross proceeds of up to $2,000,000 (the " Concurrent Financing ").

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.

The Transaction

The Transaction will be completed by way of a share exchange, pursuant to which the EGL Shareholders will transfer all of their common shares in the capital of EGL Holdings (the " EGL Shares ") to the Company. In consideration for the EGL Shares, the Company will issue up to an aggregate of 152,000,000 Pardus Shares to the EGL Shareholders, distributed on a pro-rata basis according to each EGL Shareholder's holdings in EGL Holdings. The Company anticipates closing the Transaction by December 31, 2025.

The Concurrent Financing

In connection with the Transaction, the Company is undertaking the Concurrent Financing, consisting of a non-brokered private placement of subscription receipts of the Company (each, a "Subscription Receipt ") at a price of $0.05 per Subscription Receipt to raise aggregate gross proceeds of up to $2,000,000. Each Subscription Receipt will be convertible into one Pardus Share upon closing of the Transaction. Finders' fees may be payable in connection with the Concurrent Financing.

Change of Officers and Directors

Upon the completion of the Transaction and subject to prior acceptance by the TSXV, the Company's board of directors will be restructured to consist of five directors (collectively, the " Board Reconstitution "). Pursuant to the Agreement, the Company anticipates that the directors of the Resulting Issuer will be Ngai-Man Leung, Nicole Qiao, Queenie Kuang, KarFai Leung, and Jackie Lee, on or prior to Closing. In addition, Ngai-Man Leung, Nicole Qiao, and Herrik Lau will be appointed as officers of the Company (collectively, the " Management Reconstitution "). See the Company's news release dated June 6, 2025 for more information about the proposed directors and officers of the Resulting Issuer.

Closing Conditions

Closing is subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to:

• the Company and EGL Holdings obtaining all necessary consents, orders and regulatory approvals, including the conditional approval of the TSXV, for the Transaction and the Concurrent Financing;

• the completion of the Concurrent Financing;

• the completion of satisfactory due diligence by the Company and EGL; and

• approval of the Transaction by the shareholders of the Company and EGL Holdings, if and as required by applicable corporate law and the policies of the TSXV.

The Company intends to rely on Section 2.3 of National Instrument 45-106 - Prospectus Exemptions for an exemption from the prospectus requirements for the issuance of the Pardus Shares to the EGL Shareholders.

Assuming the completion of the Transaction as well as the Concurrent Financing and that no convertible securities of the Company are exercised prior to Closing, approximately 196,000,000 common shares of the Resulting Issuer (each, a " Resulting Issuer Share ") are expected to be issued and outstanding on the Closing, of which approximately 77.55% of the Resulting Issuer Shares will be held by the former EGL Shareholders, approximately 2.04% of the Resulting Issuer Shares will be held by existing shareholders of the Company, and approximately 20.41% of the Resulting Issuer Shares will be held by the subscribers under the Concurrent Financing. Additional information regarding any 10% or greater shareholders of the Resulting Issuer will be set out in a filing statement to be prepared by the parties in accordance with the policies of the TSXV.

Sponsorship

Sponsorship of the Transaction is required by the TSXV unless exempt or waived in accordance with TSXV policies. The Company intends to apply for a waiver from the sponsorship requirements. There is no assurance that the Company will be able to obtain such a waiver.

Additional Information

All information contained in this news release with respect to the Company and EGL was supplied, for inclusion herein, by each respective party and each party and its directors and officers have relied on the other party for any information concerning such other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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 the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

About Pardus Ventures Inc.

Pardus Ventures Inc., a capital pool company within the meaning of the CPC Policy of the TSXV, was incorporated in British Columbia on December 9, 2022, and its common shares were listed on the TSXV 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 assets with a view to completing a qualifying transaction (as such term is defined in the CPC Policy).

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