Biocure Technology Inc. to Acquire Glorious Success Limited in Reverse Takeover

VANCOUVER, British Columbia — June 23, 2026 — Leads & Copy — Biocure Technology Inc. (“CURE” or the “Company”) announced June 22, 2026, that it has entered into a binding letter agreement with Glorious Success Limited. (“GSL”) to acquire all of GSL's issued and outstanding securities. The transaction, structured as a business combination, is expected to result in GSL becoming a wholly owned subsidiary of Biocure Technology Inc., with the Company continuing the business of GSL as the “Resulting Issuer.” This transaction is characterized as a reverse takeover and is an arm's length transaction.

The proposed transaction involves a consolidation of Biocure Technology Inc.'s existing share capital, with a ratio anticipated to be approximately 16.42 old shares for one new common share, based on a deemed value of $0.134 for GSL securities in the Private Placement. As consideration for GSL's outstanding shares, including those to be issued in the Private Placement and GSL Debt Settlement, the Company will issue Resulting Issuer Shares calculated by a formula: CAD$25,000,000 plus the CAD$ amount of the Private Placement and GSL Debt Settlement, divided by the price of the Private Placement. It is projected that 11,363,636 Resulting Issuer Shares will be issued to existing holders and GSL Shares prior to the completion of the Private Placement and GSL Debt Settlement. Post-consolidation, transaction, private placement, and debt settlements, the Resulting Issuer is expected to have 15,980,788 Resulting Issuer Shares outstanding, with existing Biocure Technology Inc. shareholders representing 8.1% of these shares.

No advances are contemplated from Biocure Technology Inc. to GSL. While no finder's fees are payable for the transaction, Collin Kim, Konstantin Lichtenwald, directors and officers of the Company, and Steven Pearce, an advisor to the Company, are each entitled to receive 250,000 Resulting Issuer Shares as a bonus for their services, contingent on the transaction's completion and CSE approval. The issuance of these bonus shares to Mssrs. Kim and Lichtenwald will be considered a “related party transaction” under MI 61-101, with the Company intending to rely on exemptions from formal valuation and minority shareholder approval requirements.

GSL will pay Biocure Technology Inc. an exclusivity fee of $10,000 per month until a definitive transaction agreement is executed. GSL will also cover or reimburse all of Biocure Technology Inc.'s transaction-related costs. The transaction is subject to several conditions, including satisfactory due diligence, the execution of a definitive agreement by September 15, 2026, the completion of the consolidation, private placement, and debt settlements, shareholder and regulatory approvals.

GSL, a Hong Kong holding company, is the sole shareholder of Idea Paragon Inc., which operates the South Korea-based mixed martial arts promotion and sports media company, Black Combat. As of December 31, 2025, GSL reported unaudited pro forma combined information including US$4.59 million in assets, US$4.24 million in liabilities, and US$2.83 million in revenues. Approximately US$1.73 million of GSL’s liabilities are expected to be converted into GSL Shares prior to the transaction completion.

Traumahaft Pte Ltd., owned by Park Pyounghwa, holds 6,877,000 GSL Shares (68.77%), and Ewigkeit Pte Ltd., owned by Lim Jongeon, holds 2,292,000 GSL Shares (22.92%), representing significant holdings prior to the private placement and debt settlement.

Upon transaction completion, the Resulting Issuer's board will be reconstituted, with GSL nominating the majority of directors. Collin Kim will remain on the board, and Konstantin Lichtenwald will continue as Chief Financial Officer. GSL will select the Chief Executive Officer for the Resulting Issuer. Details on the anticipated directors and officers will be released later.

A key condition of the transaction is GSL's completion of a private placement to raise at least $3,090,000 at $2.20 per GSL Share. Cash finder's fees of 8% of the proceeds raised are anticipated. The net proceeds from this private placement are earmarked for funding the transaction, business development, and working capital for the Resulting Issuer.

Approval for the transaction and consolidation will be sought from Biocure Technology Inc. shareholders at a meeting to be scheduled. Following the transaction, the Company intends to change its name and anticipates a new trading symbol from the CSE.

Both GSL and Biocure Technology Inc. will settle outstanding debts through securities issuance. Biocure Technology Inc. plans to settle approximately $300,000 in debt by issuing pre-consolidation common shares at $0.134 per share, subject to CSE approval. Portions of this debt are owed to members of the Company's management team, constituting a “related party transaction.” GSL will settle approximately $2,410,000 in historical share subscriptions receivable by issuing GSL Shares at $2.20 per share.

Comprehensive disclosure documents, including an information circular and listing statement, will be prepared and filed with the CSE and on SEDAR+ before closing. Investors are cautioned that any information released or received regarding the transaction may not be accurate or complete and should not be relied upon.

Source: Biocure Technology Inc.