Roshni enters definitive deal for Glorious Success QT

Executive Summary

• Roshni Capital Inc. has entered into a definitive share exchange agreement with Glorious Success Limited (GSL) for a reverse takeover transaction, which constitutes a qualifying transaction under TSX-V policies.
• The transaction involves an exchange ratio of 12.941 Roshni common shares for each GSL common share, based on a deemed price of 17 cents per share and an aggregate valuation of approximately $22 million.
• Upon completion, former GSL holders are expected to hold approximately 75.4% of the resulting issuer, with a concurrent brokered private placement raising a minimum of $5.5 million.

Key Details

• Transaction Structure: Definitive share exchange agreement dated Oct. 17, 2025, between Roshni Capital Inc. and Glorious Success Ltd. (GSL).
• Exchange Ratio: 12.941 common shares of Roshni for each common share of GSL.
• Valuation: Deemed price of 17 cents per Roshni share; aggregate valuation of approximately $22 million (subject to adjustment for financing proceeds).
• Post-Transaction Shareholding:
  • Total anticipated outstanding shares: 171,662,500.
  • Former GSL holders: ~75.4% (129.41 million shares).
  • Concurrent financing investors: ~18.8% (32,352,500 shares).
  • Former Roshni shareholders: ~5.8% (9.9 million shares).
• Concurrent Financing:
  • Type: Commercially reasonable best efforts brokered private placement.
  • Minimum Gross Proceeds: $5.5 million.
  • GSL shares issued in financing will be acquired by Roshni pursuant to the exchange ratio.
  • Specifics on agent, pricing, and use of proceeds to be provided in a subsequent release.
• Management Changes: Current directors and officers of Roshni are expected to resign upon closing, replaced by nominees of GSL.
• Target Company (GSL):
  • Hong Kong holding company and sole shareholder of Idea Paragon Inc. (South Korea-based MMA promotion/sports media company operating as Black Combat).
  • Financials (as of Dec. 31, 2024, unaudited pro forma combined):
    • Assets: ~1,203 million Korean won (~$1.18 million).
    • Liabilities: ~122 million Korean won (~$120,000).
    • Revenues: ~2,935 million Korean won (~$2.88 million).
• Regulatory Status:
  • Transaction is subject to TSX-V sponsorship requirements; Roshni intends to apply for an exemption.
  • Trading in Roshni common shares remains halted pending TSX-V documentation and approval.
  • Resulting issuer expected to qualify as a Tier 2 issuer under TSX-V policies.
• Timeline: Anticipated completion no later than Dec. 31, 2025, subject to customary conditions (TSX-V acceptance, financing completion, regulatory/shareholder approvals).
• Name Change: A name change for Roshni will be considered and announced in due course.

Notable Quotes

• None provided in the text.