Biocure Technology Amends Agreement to Acquire Black Combat Parent Company, Adjusts Consideration and Timeline

VANCOUVER, British Columbia — November 14, 2026 — Leads & Copy — Biocure Technology Inc. is amending its definitive share exchange agreement to acquire Glorious Success Limited (GSL), a Hong Kong holding company. The initial agreement was signed on August 11, 2026, with an amendment executed on November 10, 2026.

The amendment adjusts the total consideration for GSL's outstanding shares, reducing it from 12,459,091 shares of Biocure Technology to 11,325,464 shares of the resulting issuer. It also extends the deadline for completing the transaction and a concurrent financing to January 31, 2027, from December 31, 2026. All other terms of the transaction remain unchanged.

GSL is the sole shareholder of Idea Paragon Inc., a South Korean company that operates the mixed martial arts (MMA) promotion and sports media entity known as Black Combat.

Trading of Biocure Technology's common shares is currently halted on the Canadian Securities Exchange (CSE) and will remain so until all necessary documentation for the transaction is filed with and accepted by the CSE, and trading permission is granted.

Under the amended agreement, Biocure Technology will undergo a share consolidation. The consolidation ratio is expected to be approximately 16.42 old shares for one new common share of the resulting issuer. This ratio is determined by dividing the price of GSL securities in a private placement by a deemed value of $0.134. The company will issue 11,325,464 resulting issuer shares as consideration for GSL's shares.

No finder's fees are associated with this transaction. However, Collin Kim, Konstantin Lichtenwald, and Steven Pearce will each receive a bonus equivalent to 250,000 resulting issuer shares for their services related to the transaction.

The transaction is contingent upon several conditions, including the completion of further due diligence, the share consolidation, a private placement, a debt settlement, shareholder approval, and approvals from the CSE and other regulatory bodies.

A condition of the transaction requires GSL to complete a private placement, aiming to raise at least $3,090,000 at $2.20 per GSL share. Shares issued in this private placement will be exchanged for resulting issuer shares on a one-for-one basis. Cash finder's fees of 8% of the proceeds raised are anticipated for the private placement.

Net proceeds from the private placement are intended to fund the transaction, support business development, and serve as working capital for the resulting issuer.

The company also plans to settle approximately $300,000 in debt through the issuance of pre-consolidation common shares at $0.134 per share, subject to CSE approval. Some of this debt is owed to members of the company's management team, which will be considered a related party transaction. These settlement shares will be subject to resale restrictions.

Upon completion of the transaction, the board and management of the resulting issuer are set to include Pyounghwa Park as Director and Chief Executive Officer, Jongeon Lim as Director and President, Jong Yun Choi as Director, Anthony Wong as Director, Sang Goo (Collin) Kim as Director, and Konstantin Lichtenwald as Chief Financial Officer.

Shareholder approval for the transaction, including the consolidation, will be sought at an annual and special meeting scheduled for December 16, 2026. Following the transaction's completion, Biocure Technology Inc. plans to change its name to “Black Combat Universe Inc.” or an alternative name agreed upon by the parties, and the CSE will assign a new trading symbol.

Black Combat 17 is scheduled to be held at Gocheok Sky Dome with sold-out tickets in 55 minutes. The event will feature a main event bout between Kim Jae-Woong and former UFC fighter Kang Kyung-Ho, and a co-main event retirement match between Choo Sung-hoon and Chris Leben. Black Combat has also released six theme songs in collaboration with Korean hip-hop artists, which will be performed during the Black Combat 17 half-time show. The Black Cup Final “USA Vs Mongolia” is expected to take place in Ulaanbaatar, Mongolia, in December 2026, and is anticipated to be a significant year-end event. Information about GSL’s operations as Black Combat is available on its official website, YouTube channel, and Instagram.

Biocure Technology Inc. will issue further releases with additional details regarding the transaction. An amendment to the share exchange agreement will be filed on SEDAR+ alongside this release. Comprehensive disclosure documents, including an information circular and listing statement, will be prepared and filed with the CSE and on SEDAR+ before closing. An information circular is expected to be mailed to shareholders by November 23, 2026.

Source: Biocure Technology Inc.