Mr. Simon Cheng reports

BIOCURE TECHNOLOGY INC. ENTERS INTO DEFINITIVE SHARE EXCHANGE AGREEMENT TO ACQUIRE GLORIOUS SUCCESS LIMITED

Further to the press release dated June 22, 2026, Biocure Technology Inc. has entered into a definitive share exchange agreement dated Aug. 11, 2026, with Glorious Success Ltd., pursuant which the company will acquire all of the issued and outstanding securities of GSL. The share exchange agreement replaces and supersedes the previously executed binding letter agreement between the company and GSL.

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.

Upon the successful completion of the proposed transaction, it is anticipated that the company will carry on the business of GSL. The transaction constitutes a reverse takeover of the company and a fundamental change under the policies of the Canadian Securities Exchange. The transaction is an arm's-length transaction. Upon completion of the transaction, it is expected that GSL will become a wholly owned subsidiary of the company.

Subject to satisfaction or waiver of all conditions precedent to the transaction, the company anticipates that the transaction will be completed no later than Dec. 31, 2026. There can be no assurance that the transaction will be completed on the terms proposed above or at all.

Trading in the common shares of the company is currently halted in accordance with the policies of the CSE 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, 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 consideration for the currently outstanding shares of GSL, the company will issue an aggregate of 12,459,091 resulting issuer shares.

It is currently expected that the existing shareholders of the company will represent 8.1 per cent of the outstanding resulting issuer shares following completion of the consolidation, transaction, private placement and debt settlement (as defined below).

No advances to be made by the company to GSL are contemplated by the letter agreement, and 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.

GSL has agreed to pay to Biocure a fee of $10,000 per month as an exclusivity fee until the earlier of the completion of the transaction or termination of the share exchange agreement. GSL has also agreed to pay or reimburse all of the company's costs associated with the transaction, provided that, in certain circumstances, the company may be required to repay costs paid by GSL on its behalf should the transaction fail to complete.

The transaction is 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 MI 61-101. The settlement shares will be subject to applicable resale restrictions under securities laws.

Following the execution of the previously announced letter agreement, GSL settled $2.41-million in historical share subscriptions receivable (unrelated to the private placement) through the issuance of GSL shares at a deemed price of $2.20 per GSL share. GSL shares issued pursuant to these settlement transactions have been factored in the aggregate number of resulting issuer shares to be issued pursuant to the transaction as outlined above.

Black Combat distributes its content globally through digital platforms, strategic partnerships, multilingual support and international streaming channels. As of Aug. 10, 2026, Black Combat had more than 726,000 YouTube subscribers and 182,000 Instagram followers. Black Combat generates revenue through ticket sales, sponsorships and advertising, media rights, content production, merchandising, and gym franchising and licensing.

Black Combat also launched Black Cup in March, 2026, featuring eight national teams from seven countries, with events scheduled through November, 2026. Black Combat has organized more than 30 events since inception and established an estimated 93-per-cent share of South Korea's MMA market. As of June, 2026, Fight Matrix ranked Black as the 10th largest MMA production globally and the third largest in Asia. Black Combat has achieved tickets sell through exceeding 92 per cent with attendance of 5,000 to 11,000 spectators per numbered event.

Black Combat plans to host Yoshihiro Akiyama's retirement event in November, 2026, at Gocheok Sky Dome in Seoul (20,000 to 25,000 seats), which is the largest MMA event ever held in Korea.

Please see the company's June 22, 2026, news releases for additional information concerning GSL's significant shareholders and for unaudited pro forma financial information.

Board of directors of resulting issuer

Upon completion of the transaction, the board of the resulting issuer shall be reconstituted to consist of a number of directors, the majority of which will be nominated by GSL, provided that Mr. Kim will remain on the board of directors of the resulting issuer and Mr. Lichtenwald will continue to serve as chief financial officer. GSL is entitled to select a chief executive officer for the resulting issuer.

Details regarding the anticipated directors and officers of the resulting issuer will be included in a subsequent release.

Shareholder meeting

Approval for the transaction, including the consolidation, will be sought from the company's shareholders at a meeting to be held on a date to be determined but anticipated to occur in October, 2026.

Name change

Upon completion of the transaction, the company intends to change its name to Black Combat Universe Inc. or an alternative name selected by the parties, and the CSE will assign a new trading symbol for the resulting issuer.

Additional information

The company will issue further releases providing further details in respect of the proposed transaction in accordance with the policies of the CSE. A copy of the share exchange agreement will be filed 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.

Completion of the transaction is subject to a number of conditions, including stock exchange acceptance and shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the information circular and listing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative. The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction, and has neither approved nor disapproved the contents of this press release.

We seek Safe Harbor.