Biocure Technology Inc. enters into exclusive Letter Agreement to acquire Glorious Success Limited in Reverse Takeover Transaction

(via TheNewswire)

VANCOUVER, British Columbia - TheNewswire -  June 22, 2026 -- Biocure Technology Inc. (“CURE” or the “Company”) (CSE: CURE) announces that it has entered into a binding letter agreement dated June 22, 2026 with Glorious Success Limited. (“GSL”) whereby the Company will acquire all of the issued and outstanding securities of GSL (the “Transaction”). The Transaction will be a business combination completed by way of a share exchange, share purchase, amalgamation, arrangement, takeover bid, or other similar form of transaction.

Upon the successful completion of the proposed Transaction, it is anticipated that the Company will carry on the business of GSL (the “Resulting Issuer”). The Transaction constitutes a ‘reverse takeover’ of the Company and 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.

Transaction Summary

Pursuant to the Transaction, 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 $0.134 (the “Consolidation”), currently expected to result in a consolidation ratio equal to approximately 16.42 old shares for one new common share (the “Resulting Issuer Shares”).

As consideration for the outstanding shares of GSL (the “GSL Shares”), including GSL Shares issuable in the Private Placement and GSL Debt Settlement (as defined below), the Company will issue Resulting Issuer Shares on the basis of a formula set forth below (the “Exchange Ratio”):

Based on the expected terms of the Private Placement and GSL Debt Settlement as described below, it is expected that an aggregate of 11,363,636 Resulting Issuer Shares will be issued to existing holders and GSL Shares prior to completion of the Private Placement and GSL Debt Settlement. Following completion of the Consolidation, Transaction, Private Placement and debt settlements described below (including the GSL Debt Settlement), the Resulting Issuer is expected to have 15,980,788 Resulting Issuer Shares outstanding of which

existing shareholders of the Company will represent 8.1% of the outstanding Resulting Issuer Shares.

No advances to be made by the Company to GSL are contemplated by the letter agreement and no finder’s fees are payable in connection with the Transaction, but each of Collin Kim, Konstantin Lichtenwald (directors and officers of the Company) and Steven Pearce (advisor to the Company) will be entitled to receive a bonus for their services to the Company in association with the Transaction, equivalent to 250,000 Resulting Issuer Shares each (the “Bonus Shares”). The issuance of the Bonus Shares will be conditional upon the successful completion of the Transaction and the approval of the CSE. As Mssrs. Kim and Lichtenwald are directors or officers of the Company, the issuance of the Bonus Shares will constitute a “related party transaction” as defined in MI 61-101. The Company expects to rely on exemptions from the formal valuation requirements of MI 61-101, pursuant to Subsection 5.5(b) of MI-61-101 (as the Company's common shares are listed only on the CSE), and from the minority shareholder approval requirements of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101 (as the fair market value of the Bonus Shares to be issued to insiders is not expected to exceed 25 per cent of the Company's market capitalization, as determined in accordance with MI 61-101). The Bonus Shares will be subject to applicable resale restrictions under securities laws.

GSL has agreed to pay to CURE a fee of $10,000 per month as an exclusivity fee pending the execution of the definitive transaction agreement (the “Definitive Agreement”). GSL has also agreed to pay or reimburse all of the Company’s costs associated with the Transaction.

The Transaction is subject to a number of terms and conditions, including, but not limited to, the completion of satisfactory due diligence, the parties entering into the Definitive Agreement with respect to the Transaction on or before September 15, 2026 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of the Consolidation, the completion of the Private Placement as further described below, the completion of debt settlements by both GSL and the Company as further described below, the approval of the shareholders of the Company and GSL (if required), and the approval of the CSE and other applicable regulatory authorities. There can be no assurances that the parties will enter into a Definitive Agreement in respect of the Transaction, or that the Transaction will be completed on the terms proposed above or at all. The completion of the Definitive Agreement is subject to satisfactory due diligence results and satisfactory negotiations between the parties.

Further details concerning the Transaction (including additional information concerning GSL) and other matters will be announced if and when a Definitive Agreement is reached.

All dollar figures referenced herein, unless otherwise specified, refer to Canadian dollars.

Information Concerning GSL

GSL is a Hong Kong holding company and the sole shareholder of Idea Paragon Inc., a South Korea-based mixed martial arts (MMA) promotion and sports media company operating as Black Combat. As of December 31, 2025, GSL reported US$4.59 million in assets, US$4.24 million in liabilities and US$2.83 million in revenues (unaudited pro forma combined information). Prior to the completion of the Transaction, approximately US$1.73 million of GSL’s liabilities will be converted into GSL Shares as mentioned in “Debt Settlements” below.

Traumahaft Pte Ltd., a private Singapore company owned and controlled by Park Pyounghwa holds 6,877,000 GSL Shares, representing 68.77% of the currently outstanding GSL Shares (prior to completion of the Private Placement or GSL Debt Settlement).

Ewigkeit Pte Ltd., also a private Singapore company owned and controlled by Lim Jongeon holds 2,292,000 GSL Shares, representing 22.92% of the currently outstanding GSL Shares (prior to completion of the Private Placement or GSL Debt Settlement).

Additional information concerning GSL’s operations as Black Combat is available at

Official Website: https://www.blackcombat-official.com

Youtube: https://www.youtube.com/@blackcombat

Instagram: blackcombat_official

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 Collin Kim will remain on the board of directors of the Resulting Issuer and Konstantin 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.

Private Placement

Pursuant to the letter agreement, it is a condition of the Transaction that GSL complete a private placement for aggregate gross proceeds of at least $3,090,000 at a price of $2.20 per GSL Share (the “Private Placement”). GSL Shares issuable pursuant to the Private Placement will be exchanged for Resulting Issuer Shares on the basis of the Exchange Ratio.

Cash finder’s fees of 8% 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 fund the Transaction, to develop its business and for working capital.

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 the Company 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.

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.

Name Change

Upon completion of the Transaction, the Company intends to change its name to a new name to be determined by the parties and the parties expect that the CSE will assign a new trading symbol for the Resulting Issuer.

Debt Settlements

As conditions of the Transaction, both GSL and the Company will settle outstanding debts through the issuance of securities.

The Company plans to settle approximately $300,000 in debt owed to various parties through the issuance of pre-Consolidation common shares of the Company at a price of $0.134 per share (the “Settlement Shares”), 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 Company expects to rely on exemptions from the formal valuation requirements of MI 61-101, pursuant to Subsection 5.5(b) of MI-61-101 (as the Company's common shares are listed only on the CSE), and from the minority shareholder approval requirements of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101 (as the fair market value of the Settlement Sares to be issued to insiders is not expected to exceed 25 per cent of the Company's market capitalization, as determined in accordance with MI 61-101). The Settlement Shares will be subject to applicable resale restrictions under securities laws.

GSL plans to settle approximately $2,410,000 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 (the “GSL Debt Settlement”). GSL Shares issued pursuant to the GSL Debt Settlement will be exchange for Resulting Issuer Shares on the basis of the Exchange Ratio.

Additional Information

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.

Forward-Looking Statements

This news release contains certain “forward looking statements” including, for example, statements relating to the execution of a Definitive Agreement or the completion of the Transaction and Private Placement and the Resulting Issuer’s anticipated share capital. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, the Company’s ability to complete the Transaction and Private Placement, the state of the capital markets,  the ability of the Resulting Issuer to successfully manage the risks inherent in pursuing business opportunities in the entertainment industry, and the ability of the Resulting Issuer to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement reflects information available to the Company as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

ON BEHALF OF THE BOARD OF DIRECTORS

/S/ “Simon Cheng”

      CEO and Director

For further information, please contact:

Biocure Technology Inc. Telephone: 604-609-7146, or info@biocuretech.com

Neither the Canadian Securities Exchange  nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this release.

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

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