Biocure Technology Inc. Provides Update on Transaction to Acquire Glorious Success Limited

 

VANCOUVER, British Columbia – TheNewswire – November 13, 2026 – Biocure Technology Inc. (“CURE” or the “Company”) (CSE: CURE) announces, further to its press release dated August 12, 2026, that it has entered into an amendment dated November 10, 2026 (the “Amendment”) to the definitive share exchange agreement dated August 11, 2026 (the “Share Exchange Agreement”) with Glorious Success Limited (“GSL”) pursuant to which Company will acquire all of the issued and outstanding securities of GSL (the “Transaction”).

 

The Amendment adjust the aggregate consideration due for the currently outstanding shares of GSL (the “GSL Shares”) from 12,459,091 shares of CURE following completion of the Transaction (the “Resulting Issuer”) 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 December 31, 2026 to January 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 (MMA) 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 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 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 $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 outlined above, pursuant to the Amendment, as consideration for the currently outstanding shares of GSL (the “GSL Shares”), the Company will issue an aggregate of 11,325,464 Resulting Issuer Shares.

 

No finder’s 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 their 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 $3,090,000 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 a one for one basis.

 

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.

 

Debt Settlement

 

As conditions of the Transaction, the Company intends to settle approximately $300,000 in debt (the “Debt Settlement” 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 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:

 

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 healthcare, corporate leadership, and media entrepreneurship. Prior to co-founding Black Combat, Mr. Lim served as CEO of ADM Korea Inc., a publicly listed company on the KOSDAQ, and practiced 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 CEO of DEA TI Co., a Kosdaq-listed company in Korea, as well as the CEO 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 successfully 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. one of Korean business conglomerates 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 UK and has over 17 years of corporate finance experience, including experience in accounting, financial management, compliance, M&A, reverse takeovers and initial public offerings. He has lived and worked in multiple jurisdictions including Germany, Australia, USA 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 December 16, 2026 (the “Meeting”).

 

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 audiences capacity) and tickets has been completely sold-out in 55 minutes. Main event is Kim Jae-Woong (“Fighting God”, current Champion)) and former UFC Fighter, Kang Kyung-Ho (“Mr. Perfect”). Choo Sung-hoon (aka Akiyama Yoshihiro, “Sexyama”) and Chris Leben (“The Crippler”)’s legendary retirement match will be a co-main event of November 21st.

 

Black Combat recently dropped 6 theme-songs with collaboration of Korean hiphop 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 Ulaanbaatar, a capital of Mongolia in December 2026. According to Mongolian OTT “VOO”, Black Combat is famous in nation-wide and they expect Black Cup Final to be their biggest year-end event. Black Cup 2026 started as round of 8, but in 2027 it will be a round of 16: participating countries will be revealed on 2027 Black Combat contents.

 

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  

  

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 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 CURE by November 23, 2026, which circular will be available under CURE’s profile on SEDAR+ at www.sedarplus.com

 

Forward-Looking Statements

 

This news release contains certain “forward looking statements” including, for example, statements relating to 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 [email protected]

 

Neither the Canadian Securities Exchange (the “CSE”) nor the Investment Industry Regulatory Organization of Canada) 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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