Mr. Simon Cheng reports
BIOCURE TECHNOLOGY INC. PROVIDES UPDATE ON TRANSACTION TO ACQUIRE GLORIOUS SUCCESS LIMITED
Further to the press release dated Aug. 12, 2026, Biocure Technology Inc. has entered into an amendment dated Nov. 10, 2026, to the definitive share exchange agreement dated Aug. 11, 2026, with Glorious Success Ltd. pursuant to which the company will acquire all of the issued and outstanding securities of GSL.
The amendment adjusts the aggregate consideration due for the currently outstanding shares of GSL from 12,459,091 shares of Biocure following completion of the transaction to 11,325,464 shares of the resulting issuer. In addition, the amendment extends the outside date for completion of the transaction and related concurrent financing from Dec. 31, 2026 to Jan. 31, 2027. All other terms of the transaction remain the same.
GSL is a Hong Kong holding company and the sole shareholder of Idea Paragon Inc., a South Korea-based mixed martial arts promotion and sports media company operating as Black Combat.
Trading in the common shares of the company is currently halted in accordance with the policies of the Canadian Securities Exchange and will remain halted until such time as all required documentation in connection with the transaction has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE.
Transaction summary
Pursuant to the share exchange agreement as amended by the amendment, the company will consolidate its existing share capital on the basis of a ratio determined by the price of GSL securities in the private placement (as defined below) divided by a deemed value of 13.4 cents, currently expected to result in a consolidation ratio equal to approximately 16.42 old shares for one new common share. As outlined above, pursuant to the amendment, as consideration for the currently outstanding shares of GSL, the company will issue an aggregate of 11,325,464 resulting issuer shares.
No finders' fees are payable in connection with the transaction. Each of Collin Kim, Konstantin Lichtenwald and Steven Pearce will be entitled to receive a bonus for his services to the company in association with the transaction, equivalent to 250,000 resulting issuer shares each.
The transaction remains subject to a number of terms and conditions, including, but not limited to, the completion of additional due diligence, the completion of the consolidation, the completion of the private placement as further described below, the completion of the debt settlement as further described below, the approval of the shareholders of the company, and the approval of the CSE and other applicable regulatory authorities.
Private placement
Pursuant to the share exchange agreement, it is a condition of the transaction that GSL complete a private placement for aggregate gross proceeds of at least $3.09-million at a price of $2.20 per GSL share. GSL shares issuable pursuant to the private placement will be exchanged for resulting issuer shares on a one-for-one basis.
Cash finders' fees of 8 per cent of the proceeds raised are expected to be payable in connection with the private placement.
The resulting issuer intends to use the net proceeds of the private placement to finance the transaction, to develop its business and for working capital.
Debt settlement
As conditions of the transaction, the company intends to settle approximately $300,000 in debt owed to various parties through the issuance of preconsolidation common shares of the company at a price of 13.4 cents per share, subject to the approval of the CSE. Portions of the indebtedness are expected to be settled with members of the company's management team and will constitute a related-party transaction as defined in Multilateral Instrument 61-101. The settlement shares will be subject to applicable resale restrictions under securities laws.
Board of directors of resulting issuer
Upon completion of the transaction, the board and management of the resulting issuer shall be reconstituted to comprise the following.
Pyounghwa Park -- director and chief executive officer
Prior to founding Black Combat, Mr. Park was the director and founder of Chromatic Film, where he produced a range of mixed martial arts documentaries that laid the creative foundation for Black Combat's unique brand identity. In addition to his executive role, Mr. Park is also a professional mixed martial arts fighter within the Black Combat Universe, currently holding the underground king title. His personal success in the ring and the popularity of his matches were pivotal in the creation and early growth of the organization.
Jongeon Lim -- director and president
Mr. Lim brings a multidisciplinary background in health care, corporate leadership and media entrepreneurship. Prior to co-founding Black Combat, Mr. Lim served as chief executive officer of ADM Korea Inc., a publicly listed company on the Kosdaq, and practised medicine at Mojelim, one of Korea's leading plastic surgery clinics. His passion for marketing and strategic business development played a central role in launching Black Combat alongside Mr. Park. In his current capacity, Mr. Lim is responsible for strategic partnerships and business development, spearheading collaborations with companies such as My Music Tastes and Sidus to amplify the brand's reach. He also leads investor relations, and contributes medical expertise to the organization, ensuring the well-being and performance readiness of its athletes.
Jong Yun Choi -- director
Mr. Choi holds a degree in business from Oklahoma State University and previously worked as a valuation specialist at Yuanta Korea. He is currently the chief executive officer of DEA TI Co., a Kosdaq-listed company in Korea, as well as the chief executive officer of The Nice Music Group, a hip hop label. Leveraging his experience in both venture capital and large-scale enterprises, he oversees business transactions to ensure corporate transparency.
Anthony Wong -- director
Mr. Wong is an accomplished senior executive and board director with extensive experience in corporate governance, financial oversight, strategic transactions and international business across
publicly listed companies in Canada, Singapore and Hong Kong. Mr. Wong is a member of the Chartered Professional Accountants of Canada and the Institute of Chartered Accountants of British Columbia.
Sang Goo (Collin) Kim -- director
Mr. Kim has been involved in various mineral projects bringing together Canadian and major Korean companies, as well as involved in several listing transactions where Korean companies were listed in the Canadian stock exchanges. Mr. Kim is a vice-president for Columbia Capital Inc. since 2008 and has been a director of First Atlantic Nickel Corp., a Canadian junior exploration company since 2015 until his recent resignation in May, 2025. He worked for Hanwha Corp., a Korean business conglomerate, for 16 years including five years as a chief representative of Hanwha's Jakarta office, dedicating himself to trading business.
Konstantin Lichtenwald -- chief financial officer
Mr. Lichtenwald is a Canadian CPA, CGA and an ACCA in the United Kingdom, and has over 17 years of corporate finance experience, including experience in accounting, financial management, compliance, mergers and acquisitions, reverse takeovers, and initial public offerings. He has lived and worked in multiple jurisdictions including Germany, Australia, United States and Canada. He is a director of a number of private and publicly listed companies in Canada. Mr. Lichtenwald holds a bachelor of business from Pforzheim University located in Germany.
Shareholder meeting
Approval for the transaction, including the consolidation, will be sought from the company's shareholders at an annual and special meeting to be held on Dec. 16, 2026.
Name change
Upon completion of the transaction, the company intends to change its name to Black Combat Universe Inc. or an alternate name selected by the parties, and the CSE will assign a new trading symbol for the resulting issuer.
Information concerning GSL
Black Combat 17 is going to be held at Gocheok Sky Dome (21,000 audience capacity), and tickets has been completely sold out in 55 minutes. The main event is Kim Jae-Woong (fighting god, current champion) and former UFC fighter Kang Kyung-Ho (Mr. Perfect). Choo Sung-hoon (also known as Akiyama Yoshihiro, Sexyama) and Chris Leben (the Crippler)'s legendary retirement match will be a co-main event of Nov. 21.
Black Combat recently dropped six theme songs with collaboration of Korean hip hop artists, BewhY, Jimmy Paige, Justhis, Potty Monkey and Pull Up 22. They will be on the half-time show of Black Combat 17 as well.
Black Cup final "USA vs Mongolia" is expected to be held at Ulan Bator, a capital of Mongolia in December, 2026. According to Mongolian OTT VOO, Black Combat is famous nationwide, and it is expected the Black Cup final to be the biggest year-end event. Black Cup 2026 started as a round of eight, but, in 2027, it will be a round of 16. Participating countries will be revealed on 2027 Black Combat contents.
Additional information
The company will issue further releases providing further details in respect of the proposed transaction in accordance with the policies of the Canadian Securities Exchange. A copy of the amendment will be filed on under the company's profile on SEDAR+ with this release.
An information circular and a listing statement, each acting as comprehensive disclosure documents (containing further details regarding the transaction and the resulting issuer), will be prepared and filed with the CSE and on SEDAR+ prior to closing. Investors are cautioned that, except as disclosed in such disclosure documents, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. It is expected that the information circular prepared in connection with the meeting will be mailed to shareholders of Biocure by Nov. 23, 2026, which circular will be available under Biocure's profile on SEDAR+.
We seek Safe Harbor.
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