Announcement • May 29
Glorious Success Limited signed a letter of intent to acquire Roshni Capital Inc. (TSXV:ROSH.P) for CAD 22 million in a reverse merger transaction.
Glorious Success Limited signed a letter of intent to acquire Roshni Capital Inc. (TSXV:ROSH.P) for CAD 22 million in a reverse merger transaction on May 27, 2025.
Pursuant to the Proposed Transaction, Roshni will issue an aggregate of 12.941 common shares in the capital of Roshni (“Roshni Shares”) for each common share in the capital of GSL (“GSL Shares”), each at a deemed value of CAD 0.17 per Roshni Share (the “Exchange Ratio”), including any GSL Shares issued pursuant to the Concurrent Financing, based on an aggregate valuation of CAD 22 million, subject to adjustment for proceeds raised under the Concurrent Financing. Upon completion of the Proposed Transaction, it is presently anticipated that an aggregate of approximately 171,664,706 Resulting Issuer common shares (“Resulting Issuer Shares”) will be issued and outstanding (including any Resulting Issuer Shares to be issued pursuant to the Concurrent Financing), and: 1. former holders of GSL will hold 129,411,765 Resulting Issuer Shares, representing approximately 75.4% of the outstanding Resulting Issuer Shares; 2. investors in the Concurrent Financing will hold an aggregate of 32,352,941 Resulting Issuer Shares, representing approximately 18.8% of the outstanding Resulting Issuer Shares; and 3. former holders of Roshni Shares will hold an aggregate of 9,900,000 Resulting Issuer Shares, representing approximately 5.8% of the outstanding Resulting Issuer Shares.
The completion of the Proposed Transaction is subject to the satisfaction of certain conditions, including but not limited to: (i) the parties entering into a definitive agreement with respect to the Proposed Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), (ii) the completion of satisfactory due diligence investigations, (iii) the proposed board of directors and management of the Resulting Issuer being acceptable to the TSX-V; (iv) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the TSX-V; (v) completion of the Concurrent Financing (as defined below) and (vi) certain other conditions as may be agreed between the parties. Subject to satisfaction or waiver of all conditions precedents to the Proposed Transaction, Roshni and GSL anticipate that the Proposed Transaction will be completed no later than December 31, 2025. The Proposed Transaction is not a Non-Arm’s Length Qualifying Transaction (as such term is defined in TSXV Policy 2.4) and it is not currently contemplated that approval by Roshni’s shareholders will be required or sought for the Proposed Transaction or that a shareholders’ meeting will be required for the Proposed Transaction.
Trading in the common shares of Roshni (the “Roshni Shares”) is currently halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the Exchange. GSL and Roshni expect to enter into definitive agreements with respect to the Proposed Transaction as soon as practicable subject to the receipt of tax, corporate and securities law advice. The existing shareholders of GSL are expected to own a majority of the outstanding Roshni Shares after completion of the Proposed Transaction and Roshni will be renamed to such name as mutually agreed to by Roshni and GSL. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice by both Roshni and GSL.
In connection with the Proposed Transaction, a concurrent commercially reasonable best efforts brokered private placement to raise a minimum of CAD 5.5 million in aggregate gross proceeds (the “Concurrent Financing”) will be completed. GSL has agreed to be responsible for the payment or reimbursement of all Roshni’s expenses relating to the Proposed Transaction, including legal fees, auditor fees, financial advisory fees, fees payable to TSXV and reasonable disbursements of Roshni and its advisors.
All of the current members of the Roshni board of directors and management will resign in favor of nominees of GSL.