Roshni Capital Inc. Enters into Definitive Share Exchange Agreement with Glorious Success Limited for Its Qualifying Transaction

Executive Summary

• Roshni Capital Inc. entered a definitive Share Exchange Agreement with Glorious Success Limited to complete an arm’s‑length reverse take‑over (the “Transaction”), which qualifies as its TSXV “Qualifying Transaction.”
• The deal values the combined entity at approximately $22 million and will result in GSL shareholders owning roughly 75.4% of the post‑closing issuer, with concurrent financing investors holding about 18.8%.
• A minimum $5.5 million “best‑efforts” private placement (Concurrent Financing) is to be completed alongside the Transaction; details on pricing and use of proceeds will follow in a later release.

Key Details

• Exchange Ratio: 12.941 Roshni common shares for each GSL common share (deemed price $0.17 per Roshni share).
• Post‑Closing Share Ownership:
• Former GSL holders – ~75.4% (≈129,410,000 shares)
• Concurrent financing investors – ~18.8% (≈32,352,500 shares)
• Former Roshni shareholders – ~5.8% (≈9,900,000 shares)
• Resulting Issuer Share Count: Approximately 171,662,500 common shares outstanding after closing.
• Valuation: Aggregate valuation of the Transaction is about $22 million, subject to adjustment for financing proceeds.
• Concurrent Financing: Minimum gross proceeds of $5.5 million via a brokered private placement; GSL shares issued in this financing will be converted to Roshni shares at the same exchange ratio. Further terms (agents, securities, pricing, use of proceeds) to be disclosed later.
• Corporate Structure Post‑Closing: GSL will become a wholly‑owned subsidiary of the Resulting Issuer; the combined entity is expected to qualify as a Tier 2 issuer under TSXV policies. A name change for Roshni is anticipated and will be announced subsequently.
• Board & Management Changes: Current Roshni directors/officers will resign; new directors nominated by GSL will be appointed (details pending).
• Trading Halt: Roshni’s shares remain halted pending required TSXV filings and approval to resume trading.
• Closing Conditions: Subject to TSXV acceptance, completion of the Concurrent Financing, requisite corporate/regulatory/shareholder approvals, and other customary conditions; anticipated closing no later than 31 December 2025.
• GSL Business Overview: Hong‑Kong holding company owning Idea Paragon Inc., a South Korea MMA promotion (“Black Combat”). FY‑2024 pro‑forma assets ≈ CAD $1.18 M, liabilities ≈ CAD $0.12 M, revenues ≈ CAD $2.88 M (unaudited).

Notable Quotes

• “The Transaction represents a significant step forward in delivering value to our shareholders and positioning the combined entity for growth under TSXV Tier 2 status,” – Prit Singh, CEO & Director, Roshni Capital Inc.