Mr. Peeyush Varshney reports

ANEESH CAPITAL ANNOUNCES QUALIFYING TRANSACTION WITH EMUSIC

Aneesh Capital Corp. has entered into a letter of intent dated Dec. 2, 2025, with eMusic.com Inc., a pioneer in the digital music industry that has connected millions of fans with artists for over 25 years, to enable eMusic to complete a going-public transaction in Canada.

Upon completion, Aneesh Capital will acquire 100 per cent of eMusic, and the resulting issuer will carry forward eMusic's strategy.

"eMusic has a long history of innovation in the digital music space. This transaction will provide 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," said Tamir Koch, president of eMusic.

"We are pleased to have entered into this LOI with eMusic and look forward to working toward the completion of the qualifying transaction," said Peeyush K. Varshney, chief executive officer of Aneesh Capital.

Transaction terms

For the purposes of the proposed transaction, the deemed value of the currently outstanding common shares of Aneesh Capital will be $750,000 (U.S.). Pursuant to the proposed transaction, it is currently intended that holders of shares of eMusic will receive Aneesh Capital shares in exchange for their eMusic shares based on a deemed valuation of $18-million (U.S.) for eMusic.

Final terms remain subject to tax, legal and regulatory review. A definitive agreement is expected to be executed by Jan. 5, 2025, with closing targeted on or before March 31, 2026.

Concurrent financing

In conjunction with, or prior to the closing of the proposed transaction, the parties intend to complete a private placement of approximately $3-million (U.S.). The terms of the concurrent offering will be determined in the context of the market.

Management and governance

Following the transaction, eMusic's existing management team will assume leadership of the resulting issuer. All but one of the directors of Aneesh Capital shall resign and the board of directors will comprise directors nominated by eMusic. Full details will be disclosed upon execution of the definitive agreement.

Aneesh Capital intends that the proposed transaction will constitute its qualifying transaction under Policy 2.4 -- Capital Pool Companies of the TSX-V. The proposed transaction will be an arm's-length transaction. A comprehensive news release with further particulars relating to the proposed transaction, financial particulars, transaction structure, descriptions of the proposed management and directors of the resulting issuer, terms of any sponsorship, if applicable, among other particulars, will follow in accordance with the policies of the TSX-V.

Conditions and approvals

Completion of the proposed transaction is subject to standard conditions, including:

• Execution of the definitive agreement;
• Completion of satisfactory due diligence;
• Receipt of all required regulatory, corporate and shareholder approvals;
• Acceptance of the proposed transaction as Aneesh Capital's qualifying transaction by the TSX-V;
• Receipt of approval for the listing of the common shares of the resulting issuer by the TSX-V;
• Completion of the concurrent offering;
• Delivery of financial statements of both Aneesh Capital and eMusic;
• Aneesh Capital shareholders' equity being equal to or greater than zero;
• No material adverse changes in either party.

There can, however, be no assurance that the proposed transaction will be completed as proposed or at all.

In connection with the proposed transaction, Aneesh Capital has agreed to pay a finder's fee equal to 2 per cent of the transaction value to Baer Investments Ltd., subject to the policies of the TSX-V. Aneesh Capital shall also pay to JDJ Merchant Partners Inc. an arrangement fee of $100,000 (U.S.) payable in cash or common shares. Additionally, the company shall pay Exiteam Ltd. a finder's fee in accordance with the terms of an agreement between the company and Exiteam Ltd.

Trading in securities of a capital pool company should be considered highly speculative. Shares of Aneesh Capital have been halted from trading on the TSX-V, and trading is not expected to resume until closing of the proposed transaction.

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. Except as permitted under the TSX-V Policy 2.4, until the completion of the qualifying transaction, Aneesh Capital will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a qualifying transaction.

About eMusic.com Inc.

eMusic is a digital music pioneer with more than 25 years of innovation at the forefront of the industry. Since its founding in 1998, the company has connected over 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.