18:51:26 EDT Tue 16 Jun 2026
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Aneesh Capital Corp
Symbol EESH
Shares Issued 6,250,001
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Aneesh Capital firms up acquisition of eMusic.com as QT

2026-06-16 14:39 ET - News Release

Subject: Aneesh Capital Corp press release Word Document

File: '\\swfile\EmailIn\20260616 111005 Attachment 20260616 Aneesh Enters into DA with TriPlay.docx'

FOR IMMEDIATE RELEASE

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

Transaction values TriPlay, parent of eMusic, at US$18 million; Resulting Issuer to be listed on the TSX Venture Exchange as a Tier 2 Technology Issuer

Vancouver, BC - June 16, 2026 - Aneesh Capital Corp. (TSXV: EESH.P) ("Aneesh" or the "Company") is pleased to announce that, further to its letter of intent announced on December 5, 2025, it has entered into a definitive Arrangement Agreement (the "Agreement") dated June 11, 2026 with TriPlay, Inc. ("TriPlay"), the parent company of eMusic.com Inc. ("eMusic"), pursuant to a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement is intended to constitute Aneesh's Qualifying Transaction under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange ("TSXV").

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 Inc. 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 TSXV.

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 pre-money valuation of US$18,000,000 for TriPlay and US$750,000 for Aneesh (net of finder's and arrangement fees). Following closing, TriPlay will operate as a wholly-owned subsidiary of the Resulting Issuer, with eMusic.com Inc. 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 US$2,000,000, structured as equity, debt, or subscription receipts (the "Concurrent Financing"), the proceeds of which are intended to satisfy the minimum listing requirements of the TSXV 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, CEO 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 rights holders". 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, CEO 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 TSXV."

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 catalog 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, Inc. is a Delaware corporation and the parent holding company of eMusic.com Inc. 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 TSXV 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 TSXV 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 TSXV requirements; and receipt of all required regulatory, governmental, and third-party approvals.

The Outside Date for completion of the Arrangement is September 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% of the Transaction Value to Baer Investments Limited; (ii) Aneesh will pay an arrangement fee of US$100,000 to JDJ Merchant Partners Inc.; and (iii) TriPlay will pay a finder's fee to Exiteam Ltd. pursuant to its separate agreement with Exiteam Ltd., in each case subject to the policies of the TSXV. Each of Baer Investments Limited, JDJ Merchant Partners Inc. and Exiteam Ltd. is at arm's length to Aneesh, TriPlay and the Resulting Issuer.

Trading Halt

Shares of Aneesh Capital remain halted from trading on the TSXV 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 TSXV requirements and will be available under Aneesh's profile on SEDAR+ (www.sedarplus.ca). 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 TSXV.

This press release is not an offer of securities for sale in the United States. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Arrangement will be carried out in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof, subject to the approval of the Court.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the completion of the Arrangement, the Concurrent Financing, the listing of the Resulting Issuer on the TSXV, the anticipated business and strategy of the Resulting Issuer, and the anticipated composition of management and the board of directors of the Resulting Issuer. Forward-looking statements are subject to known and unknown risks and uncertainties, including the inability to obtain required regulatory, court, shareholder, and TSXV approvals; changes in market conditions; and the risks inherent in the digital music industry and equity markets generally. Actual results may differ materially from those anticipated. Neither Aneesh nor TriPlay undertakes any obligation to update forward-looking statements except as required by applicable law.

For further information, please contact:

ANEESH CAPITAL CORP.

Peeyush K. Varshney, Chief Executive Officer

Tel: 604-684-2181

Email: peeyush@varshneycapital.com

TRIPLAY, INC. / EMUSIC.COM INC.

Tamir Koch, Chief Executive Officer

Email: IR@emusic.com

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