Backstageplay Announces Non-Brokered Private Placement of Units

Vancouver, British Columbia–(Newsfile Corp. – May 30, 2025) – Backstageplay Inc. (TSXV: BP.H) (the “Company“) announces that it will conduct a non-brokered private placement offering (the “Offering“) pursuant to which the Company will issue up to 3,125,000 units (the “Units“) at a purchase price of $0.08 per Unit for aggregate gross proceeds of up to $250,000. Each Unit will consist of one common share of the Company (each, a “Share“) and one warrant (each a “Warrant“). Each whole Warrant will entitle the holder thereof to purchase one Share (a “Warrant Share“) at a price of $0.50 per Warrant Share for a 24 month period from the closing of the Offering. All securities sold in the Offering will be subject to a statutory hold period of four months and a day from the date of issuance.

The Company may pay eligible persons finder’s fees on the Offering within the maximum amount permitted by the policies of the TSX Venture Exchange (the “Exchange“). The Company may complete multiple closings of the Offering, as subscriptions are received. Each closing is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals.

The total net proceeds from the Offering will be used for the development of a new social gaming platform and content, integration of third party solutions as well as general corporate working capital.

There is no material fact or material change related to the Company that has not been generally disclosed.

The Offering remains subject to Exchange approval.

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Neither the TSX Venture Exchange nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this release.

All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, including statements regarding the closing of the non-brokered financing, the proposed use of funds, and expectation of multiple closings of the private placement, are “forward-looking statements”. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. Factors that may cause actual results to vary from those made in the forward-looking statements described in this document include: timing of completion of financing; changes in general economic conditions and conditions in the financial markets; delays in obtaining approvals; and, litigation, legislative, environmental, and other judicial, regulatory, political, and competitive developments;. This list is not exhaustive of the factors that may affect the forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking information. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, events, or otherwise, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in the United States or any other jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities 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, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.

/Not for distribution to U.S. news wire services or dissemination in the United States/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253986