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

Toronto, Ontario--(Newsfile Corp. - October 17, 2025) - Roshni Capital Inc. (TSXV: ROSH.P) ("Roshni"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into a definitive share exchange agreement dated October 17, 2025 (the "SEA") with Glorious Success Limited ("GSL"), in respect of an arm's-length reverse take-over 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 TSXV) (the "Transaction").

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 $0.17 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 ~75.4% (129,410,000 shares); concurrent financing investors ~18.8% (32,352,500 shares); former Roshni shareholders ~5.8% (9,900,000 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 TSXV 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 (the "Concurrent Financing"). 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 favor of nominees of GSL, who will be identified in a further news release and in the disclosure document to be filed on SEDAR+.

Sponsorship & Trading Halt

The Transaction is subject to the sponsorship requirements of the TSXV 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 TSXV and until the TSXV permits resumption of trading.

Information Concerning GSL

Glorious Success Limited 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 December 31, 2024, GSL reported approximately KRW 1,203 million in assets (CAD ~$1.18 million), KRW 122 million in liabilities (CAD ~$0.12 million), and KRW 2,935 million (CAD ~$2.88 million) in revenues (unaudited pro forma combined).¹

Conditions to Closing

Completion of the Transaction remains subject to customary conditions, including, without limitation: TSXV 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 December 31, 2025. There can be no assurance that the Transaction will be completed on the terms proposed above or at all.

Additional Disclosure & 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 TSXV 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 TSXV under the symbol ROSH.P. Roshni completed its CPC IPO in 2021 and is pursuing its Qualifying Transaction in accordance with TSXV Policy 2.4.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws, including statements regarding the expected terms and completion of the Transaction and Concurrent Financing; the composition of the board and management of the Resulting Issuer; the business and prospects of the Resulting Issuer; TSXV sponsorship and acceptance; and the timing of resumption of trading of Roshni's shares. Forward-looking information is based on assumptions that management believes are reasonable at the time such statements are made, but involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially, including the risks described in Roshni's continuous disclosure filings. Roshni does not undertake any obligation to update forward-looking information except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in the United States. The securities of Roshni and GSL have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

¹ Conversion uses the Bank of Canada KRW/CAD rate on October 10, 2025.

Not for distribution to United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270948