Tianci International, Inc.

Tianci International, Inc. announced the organization of Roshing Future Pte. Ltd. as a wholly-owned subsidiary. The new entity, established in Singapore, is intended to facilitate the expansion of the company's mineral trading business within the Asian market. This strategic move leverages Singapore's corporate law and financial system.

The Compensation Committee of Tianci International's Board of Directors granted 100,000 shares of common stock under the 2024 Equity Incentive Plan on July 29, 2026. A total of 85,000 shares were allocated to three officers, including the CEO, CFO, and Vice President. The remaining 15,000 shares were granted to an employee and a consultant of the company.

Tianci International, Inc. has established RIDGCORE RESOURCES (PRIVATE) LIMITED, an indirect wholly-owned subsidiary in Zimbabwe, to manage its mineral products business. This new entity will oversee local operations, including the development of a 30,000 square meter first-phase warehouse facility. The warehouse is designed to support 50,000 metric tons of chromium ore storage and aims to increase the company's total monthly chromium ore supply capacity to over 10,000 metric tons, enhancing its localized operating presence and scaling operations.

Tianci International, Inc. filed an amendment to its Form 8-K, providing an update on the adjustment of Common Warrants following a Reverse Stock Split. The company has determined the Event Market Price, which is the adjusted exercise price for the warrants, to be $3.06. This price reflects the lowest volume-weighted average price during the specified adjustment period.

Tianci International, Inc. implemented a 1-for-10 reverse stock split, effective July 20, 2026, to maintain compliance with Nasdaq's minimum bid price requirement. This action reduced the company's outstanding common shares from 9,673,907 to 967,391, with fractional shares rounded up. Additionally, the exercise price of outstanding warrants was adjusted from $0.81 to $8.1 per share, and the number of shares underlying these warrants was proportionally reduced, with further adjustments based on the Event Market Price.

Tianci International and Greypole Mining provided an update on their strategic cooperation for gold and chromium resource development in Zimbabwe. They reported progress in evaluating prospective gold and chromium zones and reviewing mining claims. Due to growing customer demand, the parties also agreed to expand localized chromium sourcing, warehousing, and beneficiation, aiming for 12,000 square meters of warehousing and 10,000 tonnes per month supply capacity. Management expressed confidence in the project's future prospects.

Tianci International reported a net income of $48,726 for the three months ended April 30, 2026, a significant improvement from a net loss of $947,987 in the prior year. Total operating revenues surged by 121% to $4.31 million, largely due to the new mineral ore trading business, which contributed $1.42 million. For the nine-month period, the net loss decreased to $619,270 from $1.15 million, with total revenues increasing by 71.4% to $12.01 million.

Tianci International, Inc. announced the closing of its public offering, raising approximately $4.9 million in gross proceeds. The offering consisted of units, each comprising a share of common stock and a common warrant, and pre-funded units, each comprising a pre-funded warrant and a common warrant. The company intends to use the net proceeds for working capital and general corporate purposes, including product development and production capacity expansion.

Tianci International, Inc. has filed an S-1 registration statement for an offering of up to 4,800,000 Units, each comprising one share of common stock and one warrant to purchase a share of common stock. The offering price is set at an assumed US$1.25 per Unit. The company has addressed prior Nasdaq non-compliance issues related to minimum bid price through a reverse stock split and has regained compliance. Significant risks related to Hong Kong operations and potential PRC government influence are highlighted. Maxim Group LLC is acting as the placement agent.

Tianci International, Inc. announced it has entered into a non-binding Strategic Cooperation Memorandum of Understanding (MOU) with Greypole Mineral Resources, a Zimbabwe-based mining and trading company. The MOU outlines a future formal partnership to jointly advance the exploration, extraction, and acquisition of gold and chromium resources in Zimbabwe. This collaboration aims to leverage each party's strengths in capital markets, technological integration, and mineral resource exploitation.