Roshni enters definitive deal for Glorious Success QT

Mr. Prit Singh reports ROSHNI CAPITAL INC. ENTERS INTO DEFINITIVE SHARE EXCHANGE AGREEMENT WITH GLORIOUS SUCCESS LIMITED FOR ITS QUALIFYING TRANSACTION Roshni Capital Inc. has entered into a definitive share exchange agreement dated Oct. 17, 2025 (the SEA), with Glorious Success Ltd. (GSL), in respect of an arm's-length reverse takeover transaction expected to result in securityholders of GSL acquiring a majority of the voting securities of the entity resulting from such transaction (the resulting issuer). The transaction constitutes Roshni's qualifying transaction (as defined in the policies of the TSX-V). This announcement follows Roshni's May 28, 2025, press release announcing a binding letter of intent with GSL and summarizing proposed terms of the transaction. Summary of the transaction Pursuant to the SEA, and consistent with the terms previously disclosed, Roshni will issue 12.941 common shares for each GSL common share, each at a deemed price of 17 cents per Roshni share (the exchange ratio), including any GSL shares issued pursuant to the concurrent financing described below, based on an aggregate valuation of approximately $22-million (subject to adjustment for financing proceeds). On completion, it is currently anticipated that approximately 171,662,500 resulting issuer common shares will be outstanding, held approximately as follows: former GSL holders approximately 75.4 per cent (129.41 million shares); concurrent financing investors approximately 18.8 per cent (32,352,500 shares); former Roshni shareholders approximately 5.8 per cent (9.9 million shares). The final structure of the transaction remains subject to customary tax, corporate and securities law considerations. It is expected that GSL will become a wholly owned subsidiary of the resulting issuer and that the resulting issuer will qualify as a Tier 2 issuer under TSX-V policies. A name change for Roshni will be considered and announced in due course. Concurrent financing In connection with the transaction, Roshni and GSL expect to complete a commercially reasonable best efforts brokered private placement to raise a minimum of $5.5-million in aggregate gross proceeds. Any GSL shares issued in the concurrent financing will be acquired by Roshni pursuant to the exchange ratio on the same terms as other outstanding GSL securities. Further details, including agent(s), securities, pricing and use of proceeds, will be provided in a subsequent news release. Directors and management of the resulting issuer On closing, the current directors and officers of Roshni are expected to resign in favour of nominees of GSL, who will be identified in a further news release and in the disclosure document to be filed on SEDAR+. Sponsorship and trading halt The transaction is subject to the sponsorship requirements of the TSX-V unless waived. Roshni intends to apply for an exemption, but there can be no assurance that such exemption will be granted. Trading in the common shares of Roshni will remain halted pending the filing of required documentation with the TSX-V and until the TSX-V permits resumption of trading. Information concerning GSL Glorious Success is a Hong Kong holding company and the sole shareholder of Idea Paragon Inc., a South Korea-based mixed martial arts (MMA) promotion and sports media company operating as Black Combat. As of Dec. 31, 2024, GSL reported approximately 1,203 million Korean won in assets (approximately $1.18-million), 122 million Korean won in liabilities (approximately $120,000) and 2,935 million Korean won (approximately $2.88-million) in revenues (unaudited pro forma combined). Conditions to closing Completion of the transaction remains subject to customary conditions, including, without limitation: TSX-V acceptance, completion of the concurrent financing, receipt of all requisite corporate, regulatory and, if applicable, shareholder approvals, and other conditions typical for transactions of this nature. Subject to satisfaction or waiver of all conditions precedent to the transaction, Roshni and GSL anticipate that the proposed transaction will be completed no later than Dec. 31, 2025. There can be no assurance that the transaction will be completed on the terms proposed above or at all. Additional disclosure and filing statement A comprehensive disclosure document (filing statement or information circular) containing further details regarding the transaction and the resulting issuer will be prepared and filed with the TSX-V and on SEDAR+ prior to closing. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. About Roshni Capital Inc. Roshni is a capital pool company (CPC) listed on the TSX-V under the symbol ROSH.P. Roshni completed its CPC IPO (initial public offering) in 2021 and is pursuing its qualifying transaction in accordance with TSX-V Policy 2.4. We seek Safe Harbor.