Mr. Scott White reports

BACKSTAGEPLAY COMPLETES ACQUISITION OF GAMING TECHNOLOGY ASSETS FROM NEXT SPORTS GROUP

Backstageplay Inc. has completed its previously announced acquisition of certain software, intellectual property and related technology assets from NeXT Sports Group Inc. pursuant to an asset purchase agreement dated May 19, 2026, first announced by the company's news release dated May 25, 2026. The transaction has received the acceptance of the TSX Venture Exchange.

The aggregate purchase price for the acquired assets is $180,000, satisfied on closing through the issuance to NeXT of 1.8 million common shares of Backstageplay at a deemed price of 10 cents per share. No cash consideration was paid, no finder's fee is payable and no new control person of the company was created as a result of the transaction. The acquired assets comprise the NeXT game listener and game simulator source code, sports data API integrations, and certain NeXT user databases, together with a one-year licence to additional proprietary NeXT technologies, all as described in the initial release.

The exchange has classified the transaction as a non-arm's-length transaction within the meaning of the policies of the exchange, and the transaction was reviewed by the exchange on that basis. The transaction is categorized as non-arm's length because Bruce Kerr, a director and the president of the company, is also the chief executive officer and a shareholder of NeXT, the vendor under the APA. Mr. Kerr was appointed a director and the president of the company on Jan. 14, 2026, as announced by the company's news release of that date, prior to the execution of the APA.

Mr. Kerr does not beneficially own, or exercise control or direction over, any common shares of the company, and beneficially owns approximately 22.4 per cent of NeXT's issued and outstanding shares. Mr. Kerr did not receive any securities of the company or other consideration in connection with the transaction in his personal capacity. The share consideration was issuable solely to NeXT.

In connection with the board of directors' consideration of the transaction, Mr. Kerr disclosed his interest in the transaction to the board, recused himself from deliberations and did not vote on the approval of the APA. The transaction was approved by the directors of the company other than Mr. Kerr, and the APA was executed on behalf of the company by Scott White, director and chief executive officer.

The transaction is not subject to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) or Exchange Policy 5.9 (Protection of Minority Security Holders in Special Transactions).

Following the closing, NeXT holds 1.8 million common shares of the company, representing approximately 6.4 per cent of the 28,187,833 issued and outstanding common shares of the company. As previously disclosed, those shares are subject to a statutory hold period and to contractual resale restrictions for a period of 16 months from closing, with staged early releases tied to share price performance conditions.

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

About Backstageplay Inc.

Backstageplay is a B.C. corporation listed on the NEX board of the TSX Venture Exchange. The company is relaunching its social gaming platform in 2026, which will be focused on connecting brands, fans, live entertainment and other gaming content through measurable engagement, monetization and loyalty-driven experiences.

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