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Tianci International (NASDAQ: CIIT) inks Zimbabwe gold and chromium MOU

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tianci International, Inc. has entered into a non-binding Memorandum of Understanding with Zimbabwe-based Greypole Mineral Resources to pursue a potential mining partnership focused on gold and chromium resources in Zimbabwe.

The contemplated partnership would target joint exploration and extraction across approximately 500 hectares of gold concessions in Gwanda and 1,500 hectares of chromium concessions in Zvishavane. Greypole Mining would assist with applications for required exploration and mining rights, using a phased implementation approach to meet regulatory requirements and deploy operations.

Management highlighted Zimbabwe’s abundant mineral resources and emphasized a prudent, staged strategy from mining rights acquisition through technical extraction. The initiative aligns with Tianci’s recent expansion beyond logistics into global mineral trading, aiming to convert high-quality reserves into commercial output if a definitive agreement is reached.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gold concessions area 500 hectares Gold mining concessions in Gwanda, Zimbabwe under contemplated partnership
Chromium concessions area 1,500 hectares Chromium concessions in Zvishavane, Zimbabwe under contemplated partnership
Total concessions area 2,000 hectares Combined gold and chromium concessions referenced in the MOU
Memorandum of Understanding financial
"announced that it has signed a non-binding Strategic Cooperation Memorandum of Understanding (MOU)"
A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.
exploration and mining rights regulatory
"Greypole Mining will assist in the compliant application for exploration and mining rights within the designated project areas"
Exploration and mining rights are the legal permits or leases that allow a company to search for and extract minerals on a specific piece of land or offshore area. They matter to investors because these rights are the practical “key” to a resource: without them a company cannot develop a deposit, and their scope, duration, costs and legal risks directly affect how valuable and risky a mining project is. Think of them like a lease and a treasure map rolled into one—granting access but carrying obligations and renewal uncertainty.
phased implementation approach technical
"Both parties have agreed to adopt a phased implementation approach to comprehensively address regulatory requirements"
asset-light model financial
"Operating under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs"
A business approach that avoids owning lots of factories, equipment or property and instead relies on partners, contractors or digital platforms to deliver products or services—think renting instead of buying the tools to build everything yourself. Investors care because this model usually requires less upfront cash and can scale faster, potentially boosting profit margins, but it also creates dependence on outside providers and more variable costs, which affects risk and future returns.
forward-looking statements regulatory
"This press release contains forward-looking statements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding the future"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

 

FORM 8-K

______________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 14, 2026

______________

 

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

 

Nevada 001-42591 45-5540446
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

Unit 1109, Lippo Sun Plaza, 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong Kong 999077

(Address of Principal Executive Office) (Zip Code)

 

852-26621800

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   CIIT   Nasdaq Capital Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

   

 

 

Item 8.01Other Events

 

On April 14, 2026, Tianci International, Inc. (the “Company”) issued a press release announcing that it has entered into a non-binding Memorandum of Understanding with Greypole Mineral Resources, a Zimbabwe-based mining and trading company. The text of the press release is furnished as Exhibit 99.1 to this current report.

 

Item 9.01Financial Statements and Exhibits

 

Exhibits

 

99.1 Press Release dated April 14, 2026
104 Cover page interactive data file (embedded within the iXBRL document)

 

 

 

 

 

 

 2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  Tianci International, Inc.
     

Date: April 14, 2026

 

By:

/s/ Shufang Gao

Shufang Gao, CEO

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

Tianci International Enters Memorandum of Understanding with Greypole Mining to

Advance Gold and Chromium Resource Development in Zimbabwe

 

April 14, 2026 Tianci International, Inc. (NASDAQ: CIIT), a global logistics service provider specializing in ocean freight forwarding and the distribution of high-grade metals, today announced that it has signed a non-binding Strategic Cooperation Memorandum of Understanding (MOU) with Zimbabwe-based mining and trading company GREYPOLE MINERAL RESOURCES (Greypole Mining). The MOU contemplates that Tianci and Greypole Mining will negotiate and enter a formal partnership agreement in order to leverage each party’s strengths in capital markets, technological integration, and exploitation of mineral resource reserves to jointly advance exploration, extraction, and the acquisition of gold and chromium resources in Zimbabwe.

 

The MOU contemplates that, upon execution of the partnership agreement, the collaboration will focus on the following core areas:

 

Exploration and Extraction of Gold and Chrome Resources

The parties will jointly conduct mining operations with respect to approximately 500 hectares of gold mining concessions in the Gwanda region of Zimbabwe and approximately 1,500 hectares of chromium concessions in the Zvishavane region or Zimbabwe.

 

Application for and Acquisition of Exploration and Mining Rights

Greypole Mining will assist in the compliant application for exploration and mining rights within the designated project areas. Both parties have agreed to adopt a phased implementation approach to comprehensively address regulatory requirements and ensure smooth operational deployment of the mining concessions.

 

Management’s Perspective

 

Mr. Gao Shufang, Chairman of Tianci, stated: “Zimbabwe possesses abundant mineral resources, and efficient access to these resources coupled with compliant operational capabilities is key to success. Through collaboration with local professional partners, we aim to convert high-quality mineral reserves into tangible output value. By implementing a phased and prudent strategy -- from mining rights acquisition to technical extraction these strategic initiatives will position our Group to capture leading development opportunities in the sector.”

 

About Tianci International, Inc.

 

Tianci International Inc., through its subsidiary Roshing, provides global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific Region, including Japan, South Korea, and Vietnam. The Company’s mission is to provide customers with efficient, reliable, and safe shipping services that create value. Beyond logistics, starting in the current fiscal year, Roshing has expanded into global trade of minerals by sourcing high-grade minerals directly from resource-rich regions for resale. In addition, the Company generates revenue from the sale of electronic parts and business consulting services. For more information, please visit the Company’s website: tianci-ciit.com

 

Forward-Looking Statements

 

This press release contains forward-looking statements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking statements are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially from those anticipated. Therefore, you should not place undue reliance on forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our strategic plans and value; our expectations regarding potential commercial opportunities; and our strategies, positioning and expectations for future events or performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q, and in our other reports filed with the Securities and Exchange Commission, including under the caption “Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

 

For investor and media inquiries, please contact:

 

Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com

 

FAQ

What did Tianci International (CIIT) announce regarding Greypole Mining in Zimbabwe?

Tianci International announced a non-binding Memorandum of Understanding with Greypole Mineral Resources in Zimbabwe. The parties plan to negotiate a formal partnership to jointly explore, extract, and acquire gold and chromium resources, combining Tianci’s capital markets and logistics expertise with Greypole’s local mining capabilities.

What mining areas in Zimbabwe are covered by Tianci International’s MOU?

The MOU covers approximately 500 hectares of gold mining concessions in the Gwanda region and about 1,500 hectares of chromium concessions in the Zvishavane region. These areas would be the focus of joint exploration and extraction if a definitive partnership agreement is signed.

Is Tianci International’s agreement with Greypole Mining binding?

The agreement is explicitly described as a non-binding Strategic Cooperation Memorandum of Understanding. It states that Tianci and Greypole intend to negotiate and enter a formal partnership agreement, so the current arrangement outlines intentions rather than creating a definitive, enforceable mining joint venture.

How will Greypole Mining support Tianci International in this Zimbabwe project?

Greypole Mining will help apply for and obtain exploration and mining rights in the designated project areas. The parties have agreed to a phased implementation approach designed to address regulatory requirements comprehensively and support the smooth operational deployment of the mining concessions in Zimbabwe.

How does this MOU fit Tianci International’s existing business model (CIIT)?

Tianci International operates an asset-light global logistics business via Roshing, specializing in ocean freight and metals distribution. Recently, Roshing expanded into global mineral trading. The MOU extends this shift by targeting direct involvement in exploration and extraction of gold and chromium resources in Zimbabwe.

What strategy did Tianci’s management highlight for the Zimbabwe mining initiative?

Management emphasized a phased and prudent strategy, from acquiring mining rights to technical extraction. They highlighted working with local professional partners to convert high-quality mineral reserves into tangible output value while maintaining compliant operations within Zimbabwe’s regulatory framework for exploration and mining projects.

Filing Exhibits & Attachments

4 documents