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Yahoo
6 days ago
- Business
- Yahoo
Roshni Announces Proposed Qualifying Transaction with Glorious Success Limited
Toronto, Ontario--(Newsfile Corp. - May 28, 2025) - Roshni Capital Inc. (TSXV: ROSH.P) ("Roshni"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that it has entered into a binding letter of intent dated May 27, 2025 with Glorious Success Limited ("GSL"), in respect of an arm's length reverse take-over transaction which is expected to result in securityholders of GSL acquiring a majority of the voting securities of the entity resulting from such transaction (the "Resulting Issuer") and constitute the "Qualifying Transaction" (as such term is defined in policies of the TSX-V) of Roshni (the "Proposed Transaction"). 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. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all. 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. Transaction Summary 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 $0.17 per Roshni Share (the "Exchange Ratio"), including any GSL Shares issued pursuant to the Concurrent Financing, based on an aggregate valuation of $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: former holders of GSL will hold 129,411,765 Resulting Issuer Shares, representing approximately 75.4% of the outstanding Resulting Issuer Shares; 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 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. All dollar figures referenced herein, unless otherwise specified, refer to Canadian dollars. 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. The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in TSX-V 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. No advances to be made by Roshni are contemplated and no finder's fees are payable in connection with the Proposed Transaction. Upon the completion of the Proposed Transaction, it is expected that GSL will become a wholly-owned subsidiary of the Resulting Issuer and the Resulting Issuer will qualify as a Tier 2 Industrial Issuer under the policies of the TSX-V. Roshni currently has 9,900,000 Roshni Shares issued and outstanding, as well as 800,000 stock options to acquire Roshni Shares, of which 300,000 are exercisable at $0.05 per share and 500,000 at $0.10 per share. Further details concerning the Proposed Transaction (including additional financial information) and other matters will be announced if and when a definitive agreement is reached and will be contained in the disclosure document to be prepared and filed with the TSX-V and on SEDAR+ in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Private Placement In connection with the Proposed Transaction, a concurrent commercially reasonable best efforts brokered private placement to raise a minimum of $5,500,000 in aggregate gross proceeds (the "Concurrent Financing") will be completed. The Concurrent Financing will be led by a broker, yet to be announced, with the full details of the financing to be provided in a subsequent press release. Any GSL Shares issuable in the Concurrent Financing will be acquired by Roshni pursuant to the Proposed Transaction on the same terms as the other outstanding securities of GSL. 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 Roshni 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. Transaction Expenses 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 TSX-V and reasonable disbursements of Roshni and its advisors. Information Concerning GSL Glorious Success Limited ("GSL"), a holding company incorporated in Hong Kong, is the sole shareholder of Idea Paragon Inc., a South Korea-based mixed martial arts ("MMA") promotion and sports media company operating under the brand name Black Combat. Positioned at the convergence of combat sports and entertainment, Black Combat is building a next-generation sports media platform that leverages the global rise of MMA and Korea's growing cultural influence. Since its incorporation on June 29, 2022, Idea Paragon Inc. has established a strong market presence within South Korea's combat sports industry. The company has been recognized for its rapid expansion and is currently ranked among the top 35 MMA promotions globally. Domestically, Black Combat has become a leading operator, having organized over 30 events within its first two years of operation. Black Combat's programming spans a variety of formats, including amateur tournaments, Champions League competitions, and numbered professional events. This level of frequency and format diversity positions the company as a key player in the Korean MMA market. The company's mission is to redefine the combat sports experience in Asia through event production that emphasizes narrative storytelling, athlete development, and audience engagement. Its long-term strategic objective is to become one of Asia's premier MMA organizations, known for operational discipline, content innovation, and event quality. As of December 31, 2024, GSL had approximately Korean won 1,203 million in assets (CAD $1,209,979), and liabilities of approximately Korean won 122 million (CAD$122,577) and Korean won 2,935 million (CAD$2,952,966) in revenues (unaudited pro forma combined financial statements).2 Management and Board of Directors of Resulting Issuer All of the current members of the Roshni board of directors and management will resign in favor of nominees of GSL who will be determined and outlined in a further press release. Sponsorship The Proposed Transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. Roshni intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. Forward-Looking Statements This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Roshni with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether definitive agreements will be executed in respect of the Proposed Transaction, whether the Concurrent Financing will be completed on the terms contemplated or at all, whether the Proposed Transaction and the insiders of the Resulting Issuer will be acceptable to the Exchange, whether the conditions precedent to the Proposed Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction and the conditions precedent to the Proposed Transaction. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Roshni's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Roshni believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or the conditions precedent to the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; the ability of the parties to raise sufficient capital to complete the Concurrent Financing; and the diversion of management time on the Proposed Transaction and/or the conditions precedent to the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Roshni and GSL and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Roshni has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Roshni does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. For further information, please contact: Roshni Capital Singh, Chief Executive Officer and DirectorTelephone: 905.510.7636 All information contained in this news release relating to GSL was provided by GSL to Roshni for inclusion herein. Roshni has not independently verified such information and shall bear no liability for any misrepresentation contained therein. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX-V has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. 1Source: into CAD using the Bank of Canada Exchange rate on May 23, 2025 of 1 Korean won = CAD$0.001006. Not for distribution to United States newswire services or for dissemination in the United States To view the source version of this press release, please visit Sign in to access your portfolio
NDTV
22-05-2025
- General
- NDTV
Migrant Girl's Journey Now Part Of Kerala's School Curriculum. Here's Why
Kochi: A small tiled house in Muppathadam, near Eloor in Ernakulam, has been receiving many visitors in recent days. People are coming to meet and congratulate Dharaksha Parveen, a young woman originally from Bihar, whose life story has now found its way into the school curriculum. Twelve years ago, Dharaksha moved from Bihar to Kerala. Now, a memoir in the form of a letter to a friend—where she recalls her childhood in Bihar and how her life changed after moving to Kerala—has been included in the new textbook for sixth standard students in Kerala. The memoir she wrote in Malayalam, Thozhilinte Ruchi, Bhashayudeyum (which translates to The Taste of Labour and Language), recalls how her impoverished family, with no resources or proper educational infrastructure in their native village in Darbhanga, rebuilt their lives after arriving in Kerala. It also highlights how the Kerala government's special education programme Roshni, designed for the children of migrant labourers, helped her achieve her dream. "In Bihar, I studied up to the 3rd standard. The school had no benches, desks, or even enough teachers. When we came to Kerala, I joined the 4th standard here. We had everything we needed—good furniture, books, and teachers. My siblings also joined school here," an excited Dharaksha told PTI. Dharaksha soon began learning Malayalam and even tutored the children of migrant labourers in government schools under the Roshni programme. "The children face difficulties with the language when they join schools here, so I helped them using my knowledge of Hindi and my basic understanding of Bengali and Oriya," Dharaksha said. Her father, Muhammed Sameer, works at a footwear manufacturing company in Ernakulam, and from a young age, Dharaksha was eager to earn something on her own. She has a passion for fashion design and enrolled in an ITI course immediately after completing her 10th standard. "I wanted to study fashion design as I've always been passionate about creating clothes. Now I'm working in that field and also pursuing a degree in Hindi language through distance education from Indira Gandhi National Open University," she said. Her mother, Rajiya Khath, is a housewife. Her brothers--Mohammed Sameer, studies at MES College, Marampilly, and Mohammed Adil is a Plus Two student at GHSS Muppathadam. At a recent function in Kochi, where Chief Minister Pinarayi Vijayan was also present, Dharaksha spoke about how the state's strong public education system in Kerala had helped her receive a good education. She also requested the CM to extend the Roshni scheme to all government schools across the state. "I was told that the chief minister has agreed to my suggestion to extend the scheme to all schools. I am yet to receive confirmation," Dharaksha said. Her biggest dream is to own a house in Kerala, and she is now working hard to make that dream a reality. "I love this state and consider my arrival here the greatest stroke of luck in my life. Everyone here has supported and encouraged me," Dharaksha said. It was a teacher from Palakkad who, after hearing Dharaksha's story, encouraged her to write down her experiences. Her account was later selected by the state government's textbook committee to be included in the curriculum for sixth-grade students. Talking to PTI, Director General of Education Shanavas S IAS said that Dharaksha's memoir was the best representation of the state education department's efforts to bring the children of guest workers into the mainstream. This has been achieved by offering training in Malayalam, while also using facilitators to help the children continue learning their languages through the Roshni project. "We had recommended Dharaksha's writing to the curriculum committee of the State Council of Educational Research and Training (SCERT), and they acknowledged that the girl's writing in Malayalam was of high quality and a genuine account of the benefits of the Roshni scheme. So, they decided to include it in the sixth standard curriculum from this academic year," Shanavas said. He added that, based on the girl's request, the government has taken steps to extend the Roshni project to all government schools as well.
The Hindu
22-05-2025
- The Hindu
Woman jumps to death with toddler, dies
A 28-year-old woman, who tried to end her life after losing gold ornaments worth several lakhs of rupees, succumbed to her injuries late on Tuesday night while undergoing treatment at a private hospital in Vanasthalipuram. The deceased, identified as Gosika Sudeshna, was a homemaker and mother to a three-year-old boy. She had been married to Ashish Kumar for four years, and the family lived in a rented flat at Agamaiah Nagar Colony in Vanasthalipuram. According to police, Sudeshna attended a function at a convention hall in Nacharam on May 16 where she reportedly lost around seven tolas of gold ornaments. Distressed over the loss, she allegedly jumped from the third floor of her apartment building on Tuesday, holding her son, Aarush, in her arms. While she sustained critical injuries and was rushed to a hospital in L.B. Nagar, the child miraculously escaped with minor injuries. Vanasthalipuram police have registered a case and launched a detailed investigation. Initial findings suggest that an argument broke out between Sudeshna and her husband regarding the missing gold jewellery. Officials said all angles are being probed to ascertain the circumstances leading to the incident. (Roshni suicide prevention helpline numbers: 8142020033/44 and 040 66202000/2001.)
The Hindu
21-05-2025
- General
- The Hindu
Migrant girl's journey now part of Kerala's school curriculum
A small tiled house in Muppathadam, near Eloor in Ernakulam, has been receiving many visitors in recent days. People are coming to meet and congratulate Dharaksha Parveen, a young woman originally from Bihar, whose life story has now found its way into the school curriculum. Twelve years ago, Dharaksha moved from Bihar to Kerala. Now, a memoir in the form of a letter to a friend—where she recalls her childhood in Bihar and how her life changed after moving to Kerala—has been included in the new textbook for Class VI in Kerala. The memoir she wrote in Malayalam, Thozhilinte Ruchi, Bhashayudeyum (which translates to The Taste of Labour and Language), recalls how her impoverished family, with no resources or proper educational infrastructure in their native village in Darbhanga, rebuilt their lives after arriving in Kerala. It also highlights how the Kerala government's special education programme Roshni, designed for the children of migrant labourers, helped her achieve her dream. 'In Bihar, I studied up to Class III. The school had no benches, desks, or even enough teachers. When we came to Kerala, I joined Class IV here. We had everything we needed—good furniture, books, and teachers. My siblings also joined school here,' an excited Dharaksha said. Dharaksha soon began learning Malayalam and even tutored the children of migrant labourers in government schools under the Roshni programme. 'The children face difficulties with the language when they join schools here, so I helped them using my knowledge of Hindi and my basic understanding of Bengali and Oriya,' Dharaksha said. Her father, Muhammed Sameer, works at a footwear manufacturing company in Ernakulam. From a young age, Dharaksha was eager to earn something on her own. She has a passion for fashion design and enrolled in an ITI course immediately after completing her 10th standard. 'I wanted to study fashion design as I've always been passionate about creating clothes. Now I'm working in that field and also pursuing a degree in Hindi language through distance education from Indira Gandhi National Open University,' she said. Her mother, Rajiya Khath, is a housewife. Her brothers Mohammed Sameer studies at MES College, Marampilly, and Mohammed Adil is a Plus Two student at GHSS, Muppathadam. At a recent function in Kochi, where Chief Minister Pinarayi Vijayan was also present, Dharaksha spoke about how the State's strong public education system in Kerala had helped her receive a good education. She also requested the Chief Minister to extend the Roshni scheme to all government schools across the State. 'I was told that the Chief Minister has agreed to my suggestion to extend the scheme to all schools. I am yet to receive confirmation,' Dharaksha said. Her biggest dream is to own a house in Kerala, and she is now working hard to make that dream a reality. 'I love this State and consider my arrival here the greatest stroke of luck in my life. Everyone here has supported and encouraged me,' Dharaksha said. It was a teacher from Palakkad who, after hearing Dharaksha's story, encouraged her to write down her experiences. Her account was later selected by the State government's textbook committee to be included in the curriculum. Director General of Education Shanavas S, said Dharaksha's memoir was the best representation of the State Education department's efforts to bring the children of guest workers into the mainstream. This has been achieved by offering training in Malayalam, while also using facilitators to help the children continue learning their languages through the Roshni project. 'We had recommended Dharaksha's writing to the curriculum committee of the State Council of Educational Research and Training (SCERT) and they acknowledged that the girl's writing in Malayalam was of high quality and a genuine account of the benefits of the Roshni scheme. So, they decided to include it in Class VI curriculum from this academic year,' Mr. Shanavas said. He added that, based on the girl's request, the government has taken steps to extend the Roshni project to all government schools as well.
Indian Express
16-05-2025
- Politics
- Indian Express
‘Lost our child, will lose home now': Mother of boat tragedy victim after Vadodara slum receives encroachment notice
Among the 147 houses of a clustered settlement around the Raja Rani lake in Vadodara's Panigate area, which were served notice earlier this month for removal of encroachment, is one belonging to the family of Roshni Shinde, who was among the 12 students who, along with two teachers, were killed in the January 2024 Harni boat capsize. The notice comes a few days after Roshni's mother, Sarla, interrupted Chief Minister Bhupendra Patel's speech at an event in Vadodara on May 2, even though leaders of the ruling BJP and officials of the district administration maintain that the process for removal of encroachment had begun in 2024. Speaking to The Indian Express, Sarla, who had been questioned by the Vadodara City Detection of crime branch after she interrupted the CM's speech on May 2, said that the notice was served as a 'punishment for asking questions'. Sarla said, 'The notice was served immediately after we tried to meet the Chief Minister… What else could be the reason? The settlement has been here for 50 years and the government has decided to act now. We are families who survive on daily wages. Where will we go? Not only have we lost our child but we will also lose our home now, all for the ego of the government that was hurt because we asked for justice.' The notice, dated May 7, served to the family by the Mamlatdar of Vadodara City (East), and issued in the name of Roshni's grandmother Sushila Shinde, stated, '… you have been living in an illegal construction and encroached-upon government land… The notice is being served to you after an inquiry as per the Land Revenue Code… you or your representative must appear with sufficient documentary evidence at the Mamlatdar office at 3pm on May 19 to explain why penal action should not be initiated against you…' Officials of the district administration state that the fresh notice comes a few months after the first one served in December last year when the area was identified for an encroachment-removal drive. Speaking on condition of anonymity, an official said, 'It is not true that the notice has been served (only) to the victim's family. It is a coincidence that they reside in an area that is an encroached government land that needs to be reclaimed.' The notice has been served to about 147 houses of the settlement around the Raja Rani Talav — which is among a few spots in the city that are in line for a demolition as part of the slum-free city drive of the state government. Following the demolitions around Chandola Lake in Ahmedabad on April 28, Vadodara MP Hemang Joshi had also sought similar action in the city at various places, including the twin lakes of Raja Rani and Ajab lake that are separated by a 10-feet wide bridge and surrounded by slums. The notice served to the locality, where the Shindes reside, has particularly raised eyebrows as it comes a day after suspended Bharatiya Janata Party (BJP) leader, VMC corporator Ashish Joshi, received a notice from the District Collector and District Magistrate of Vadodara to appear for a hearing in an alleged case of land grabbing in the Danteshwar area of the city where he resides. The former BJP leader, who has been leading the cause of the victims of the Harni boat tragedy, has been named as a respondent in the notice under the Gujarat Land Grabbing (Prohibition) Act, 2020, along with 19 others. MP Joshi, who had put up a social media post on April 29 seeking Chandola-lake like action in Vadodara city, told this newspaper on Friday that the notice of the revenue department is not connected to the incident of May 2. The BJP leader said, 'There are 14 victims of the Harni boat tragedy and (kin of) two had interrupted the CM on that day. Why will only one family receive notice… ? If they are not illegal citizens and not involved in any criminal activities, the government is sensitive about the well-being of the people… it is a big vision of the Prime Minister to allot homes under the Pradhan Mantri and Mukhyamantri housing projects. These people will be rehabilitated suitably but at this moment, I cannot comment on the operational part of the procedure. The corporation will step in to oversee the rehabilitation when it happens.' The Parliamentarian said the process to de-clutter slum pockets from lakeside areas in the city had been initiated much earlier than the May 2 incident. Stating that the two women who came to the event on May 2 had not even introduced themselves as kin of Harni victims, the leader said, 'If one sees the entire communication of the CM's event, the two women first spoke about the housing scheme projects and gas connection issues. That is why the CM reacted the way he did because he did not know that they were victims. The issue was much politicised…' At the event, Patel had said the women were there 'with a special agenda'. Later, though, he granted them a hearing. According to officials, the government land on which the Raja-Rani lake slum settlement stands is important as the main feeder line of the city's water supply from Ajwa Reservoir runs underground here. Officials said that the process of reclaiming the land around Raja Rani and Ajab lakes will commence shortly, including eviction and demolition of encroachments.
