Toronto, Ontario--(Newsfile Corp. - May 28, 2025) - Roshni Capital Inc. (TSXV: ROSH.P) ("Roshni"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that it has entered into a binding letter of intent dated May 27, 2025 with Glorious Success Limited ("GSL"), in respect of an arm's length reverse take-over transaction which is expected to result in securityholders of GSL acquiring a majority of the voting securities of the entity resulting from such transaction (the "Resulting Issuer") and constitute the "Qualifying Transaction" (as such term is defined in policies of the TSX-V) of Roshni (the "Proposed Transaction").
The completion of the Proposed Transaction is subject to the satisfaction of certain conditions, including but not limited to: (i) the parties entering into a definitive agreement with respect to the Proposed Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), (ii) the completion of satisfactory due diligence investigations, (iii) the proposed board of directors and management of the Resulting Issuer being acceptable to the TSX-V; (iv) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the TSX-V; (v) completion of the Concurrent Financing (as defined below); and (vi) certain other conditions as may be agreed between the parties.
Subject to satisfaction or waiver of all conditions precedents to the Proposed 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 Proposed Transaction will be completed on the terms proposed above or at all.
Trading in the common shares of Roshni (the "Roshni Shares") is currently halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the Exchange. GSL and Roshni expect to enter into definitive agreements with respect to the Proposed Transaction as soon as practicable subject to the receipt of tax, corporate and securities law advice.
Transaction Summary
Pursuant to the Proposed Transaction, Roshni will issue an aggregate of 12.941 common shares in the capital of Roshni ("Roshni Shares") for each common share in the capital of GSL ("GSL Shares"), each at a deemed value of $0.17 per Roshni Share (the "Exchange Ratio"), including any GSL Shares issued pursuant to the Concurrent Financing, based on an aggregate valuation of $22 million, subject to adjustment for proceeds raised under the Concurrent Financing. Upon completion of the Proposed Transaction, it is presently anticipated that an aggregate of approximately 171,664,706 Resulting Issuer common shares ("Resulting Issuer Shares") will be issued and outstanding (including any Resulting Issuer Shares to be issued pursuant to the Concurrent Financing), and:
- former holders of GSL will hold 129,411,765 Resulting Issuer Shares, representing approximately 75.4% of the outstanding Resulting Issuer Shares;
- investors in the Concurrent Financing will hold an aggregate of 32,352,941 Resulting Issuer Shares, representing approximately 18.8% of the outstanding Resulting Issuer Shares; and
- former holders of Roshni Shares will hold an aggregate of 9,900,000 Resulting Issuer Shares, representing approximately 5.8% of the outstanding Resulting Issuer Shares.
All dollar figures referenced herein, unless otherwise specified, refer to Canadian dollars.
The existing shareholders of GSL are expected to own a majority of the outstanding Roshni Shares after completion of the Proposed Transaction and Roshni will be renamed to such name as mutually agreed to by Roshni and GSL. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice by both Roshni and GSL.
The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in TSX-V Policy 2.4) and it is not currently contemplated that approval by Roshni's shareholders will be required or sought for the Proposed Transaction or that a shareholders' meeting will be required for the Proposed Transaction. No advances to be made by Roshni are contemplated and no finder's fees are payable in connection with the Proposed Transaction. Upon the completion of the Proposed Transaction, it is expected that GSL will become a wholly-owned subsidiary of the Resulting Issuer and the Resulting Issuer will qualify as a Tier 2 Industrial Issuer under the policies of the TSX-V.
Roshni currently has 9,900,000 Roshni Shares issued and outstanding, as well as 800,000 stock options to acquire Roshni Shares, of which 300,000 are exercisable at $0.05 per share and 500,000 at $0.10 per share.
Further details concerning the Proposed Transaction (including additional financial information) and other matters will be announced if and when a definitive agreement is reached and will be contained in the disclosure document to be prepared and filed with the TSX-V and on SEDAR+ in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Private Placement
In connection with the Proposed Transaction, a concurrent commercially reasonable best efforts brokered private placement to raise a minimum of $5,500,000 in aggregate gross proceeds (the "Concurrent Financing") will be completed. The Concurrent Financing will be led by a broker, yet to be announced, with the full details of the financing to be provided in a subsequent press release.
Any GSL Shares issuable in the Concurrent Financing will be acquired by Roshni pursuant to the Proposed Transaction on the same terms as the other outstanding securities of GSL.
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.
Transaction Expenses
GSL has agreed to be responsible for the payment or reimbursement of all Roshni's expenses relating to the Proposed Transaction, including legal fees, auditor fees, financial advisory fees, fees payable to TSX-V and reasonable disbursements of Roshni and its advisors.
Information Concerning GSL
Glorious Success Limited ("GSL"), a holding company incorporated in Hong Kong, is the sole shareholder of Idea Paragon Inc., a South Korea-based mixed martial arts ("MMA") promotion and sports media company operating under the brand name Black Combat. Positioned at the convergence of combat sports and entertainment, Black Combat is building a next-generation sports media platform that leverages the global rise of MMA and Korea's growing cultural influence.
Since its incorporation on June 29, 2022, Idea Paragon Inc. has established a strong market presence within South Korea's combat sports industry. The company has been recognized for its rapid expansion and is currently ranked among the top 35 MMA promotions globally. Domestically, Black Combat has become a leading operator, having organized over 30 events within its first two years of operation.
Black Combat's programming spans a variety of formats, including amateur tournaments, Champions League competitions, and numbered professional events. This level of frequency and format diversity positions the company as a key player in the Korean MMA market. The company's mission is to redefine the combat sports experience in Asia through event production that emphasizes narrative storytelling, athlete development, and audience engagement. Its long-term strategic objective is to become one of Asia's premier MMA organizations, known for operational discipline, content innovation, and event quality.
As of December 31, 2024, GSL had approximately Korean won 1,203 million in assets (CAD $1,209,979), and liabilities of approximately Korean won 122 million (CAD$122,577) and Korean won 2,935 million (CAD$2,952,966) in revenues (unaudited pro forma combined financial statements).2
Management and Board of Directors of Resulting Issuer
All of the current members of the Roshni board of directors and management will resign in favor of nominees of GSL who will be determined and outlined in a further press release.
Sponsorship
The Proposed Transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. Roshni intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained.
Forward-Looking Statements
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Roshni with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether definitive agreements will be executed in respect of the Proposed Transaction, whether the Concurrent Financing will be completed on the terms contemplated or at all, whether the Proposed Transaction and the insiders of the Resulting Issuer will be acceptable to the Exchange, whether the conditions precedent to the Proposed Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction and the conditions precedent to the Proposed Transaction.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Roshni's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Roshni believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or the conditions precedent to the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; the ability of the parties to raise sufficient capital to complete the Concurrent Financing; and the diversion of management time on the Proposed Transaction and/or the conditions precedent to the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Roshni and GSL and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Roshni has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Roshni does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
For further information, please contact:
Roshni Capital Inc.
Prit Singh, Chief Executive Officer and Director
Telephone: 905.510.7636
All information contained in this news release relating to GSL was provided by GSL to Roshni for inclusion herein. Roshni has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
1Source: https://www.mk.co.kr/en/sports/11309443; https://www.mk.co.kr/en/sports/11299864
2Converted into CAD using the Bank of Canada Exchange rate on May 23, 2025 of 1 Korean won = CAD$0.001006.
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/253626
SOURCE: Roshni Capital Inc.
