Mr. Peeyush Varshney reports

ANEESH CAPITAL CORP. ENTERS INTO DEFINITIVE ARRANGEMENT AGREEMENT WITH TRIPLAY, INC., PARENT OF EMUSIC.COM INC., TO COMPLETE QUALIFYING TRANSACTION

Further to its letter of intent announced on Dec. 5, 2025, Aneesh Capital Corp. has entered into a definitive arrangement agreement dated June 11, 2026, with TriPlay Inc., the parent company of eMusic.com Inc., pursuant to a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). The arrangement is intended to constitute Aneesh's qualifying transaction under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

Upon completion of the arrangement, holders of TriPlay common shares will exchange their shares for common shares of the resulting issuer, with TriPlay surviving as a wholly owned subsidiary of the resulting issuer and eMusic.com continuing as a wholly owned subsidiary of TriPlay. The combined resulting issuer will carry forward eMusic's strategy as a publicly listed company on the TSX-V.

Transaction overview

Pursuant to the arrangement, holders of TriPlay common shares will receive common shares of Aneesh (following the completion of a share consolidation) in exchange for their TriPlay shares, based on an exchange ratio reflecting a deemed premoney valuation of $18-million (U.S.) for TriPlay and $750,000 (U.S.) for Aneesh (net of finders' fees and arrangement fees). Following closing, TriPlay will operate as a wholly owned subsidiary of the resulting issuer, with eMusic.com continuing as a wholly owned subsidiary of TriPlay. The arrangement is an arm's-length transaction. Prior to or concurrently with closing, the parties intend to complete a financing of up to $2-million (U.S.), structured as equity, debt or subscription receipts, the proceeds of which are intended to satisfy the minimum listing requirements of the TSX-V for a Tier 2 technology issuer.

Management and board

Following completion of the arrangement, the resulting issuer will be led by eMusic's existing management team. The board of directors of the resulting issuer will be announced in a press release at a later date. All current directors and officers of Aneesh will resign effective upon closing. Concurrent with closing, Aneesh will change its name to a name to be determined by TriPlay.

eMusic has a long history of innovation in the digital music space," said Tamir Koch, chief executive officer of TriPlay and eMusic. "This transaction provides us with the capital and public currency to accelerate our growth, specifically with the launch of our new eMusic Royalties eXchange platform, which will modernize music financing and create additional value for rightsholders." Mr. Koch, who serves as CEO of TriPlay, would become executive chairman of the resulting issuer.

"We are very pleased to have reached this important milestone with TriPlay and eMusic," said Peeyush K. Varshney, chief executive officer of Aneesh Capital. "We look forward to working with the eMusic team toward a successful closing and the listing of the resulting issuer on the TSX-V."

About eMusic

eMusic is a digital music pioneer with over 25 years of innovation at the forefront of the industry. Since its founding in 1998, the company has connected more than 50 million music fans with artists and facilitated nearly one billion transactions across a catalogue of more than 26 million tracks. Today, eMusic is developing the eMusic Royalties eXchange, a next-generation platform that modernizes music financing by directly connecting rightsholders with investors -- unlocking new sources of capital, liquidity and long-term value.

About TriPlay Inc.

TriPlay is a Delaware corporation and the parent holding company of eMusic. TriPlay holds all of the issued and outstanding shares of eMusic and, upon completion of the arrangement, will operate as a wholly owned subsidiary of the resulting issuer.

About Aneesh Capital Corp.

Aneesh Capital is a capital pool company created to identify and evaluate potential acquisitions of commercially viable businesses and assets. The company has not commenced commercial operations and has no assets other than cash. Until the completion of its qualifying transaction, Aneesh Capital will not carry on business other than the identification and evaluation of companies, businesses or assets in accordance with TSX-V Policy 2.4.

Key conditions and approvals

Completion of the arrangement is subject to customary conditions, including: approval of the arrangement by special resolution of TriPlay securityholders at a special meeting; approval of the transaction by Aneesh shareholders; receipt of the interim order and final order from the Supreme Court of British Columbia; conditional acceptance by the TSX-V of the filing statement or listing application and the listing of the shares of the resulting issuer; completion of the concurrent financing; delivery of audited financial statements of both parties meeting TSX-V requirements; and receipt of all required regulatory, governmental and third party approvals.

The outside date for completion of the arrangement is Sept. 30, 2026. The parties currently expect to complete the arrangement in the third quarter of 2026.

Fees

In connection with the arrangement: (i) Aneesh will pay a finder's fee equal to 2 per cent of the transaction value to Baer Investments Ltd.; (ii) Aneesh will pay an arrangement fee of $100,000 (U.S.) to JDJ Merchant Partners Inc.; and (iii) TriPlay will pay a finder's fee to Exiteam Ltd. pursuant to its separate agreement with Exiteam, in each case subject to the policies of the TSX-V. Each of Baer Investments, JDJ Merchant Partners and Exiteam is at arm's length to Aneesh, TriPlay and the resulting issuer.

Trading halt

Shares of Aneesh Capital remain halted from trading on the TSX-V and trading is not expected to resume until closing of the arrangement. Completion of the arrangement is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the arrangement cannot close until the required shareholder approval is obtained. There can be no assurance that the arrangement 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 arrangement, any information released or received with respect to the arrangement 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.

Additional information

A management information circular containing full details of the arrangement, financial statements and further particulars regarding the resulting issuer will be mailed to TriPlay securityholders in connection with the special meeting, and a filing statement or listing application will be prepared and filed in accordance with TSX-V requirements and will be available under Aneesh's profile on SEDAR+. A comprehensive news release containing further particulars of the arrangement, including summary financial information regarding TriPlay and the backgrounds of the proposed directors and insiders of the resulting issuer, will follow in accordance with the policies of the TSX-V.

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