Backstageplay Closes Private Placement of Common Shares

Rhea-AI Summary

Backstageplay (TSXV: BP.H, OTC: PRYNF) closed its previously announced non-brokered private placement, issuing 1,825,000 common shares at $0.08 per share for gross proceeds of $146,000. Cash finder's fees of $10,220 (7% of gross proceeds) were paid to BMO Nesbitt Burns and Leede Financial, both at arm's length.

An insider subscribed for 850,000 shares for $68,000, constituting a related party transaction under MI 61-101, with exemptions relied upon. Securities are subject to a hold period to December 15, 2026. Net proceeds will fund development of a new social gaming platform, third-party integrations, and working capital. No new Control Person resulted, and the financing remains subject to final TSX Venture Exchange acceptance.

Positive

• $146,000 equity capital raised via private placement at $0.08 per share
• Insider subscribed for 850,000 shares contributing $68,000 of the financing
• Proceeds allocated to new social gaming platform, content and third-party integrations

Negative

• Issuance of 1,825,000 new common shares adds share dilution for existing holders
• Cash finder's fees of $10,220 reduce net proceeds available to the company
• Private placement remains subject to final TSX Venture Exchange acceptance

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - August 14, 2026) - Backstageplay Inc. (TSXV: BP.H) ("Backstageplay" or the "Company") is pleased to announce that it has closed the non-brokered private placement offering (the "Offering") announced on July 13, 2026. The Company issued 1,825,000 common shares at a purchase price of $0.08 per share for aggregate gross proceeds of $146,000.

In connection with the Offering, the Company paid cash finder's fees of $10,220, being seven percent (7%) of the gross proceeds of the Offering, to BMO Nesbitt Burns Inc. and Leede Financial Inc. Each of the finders is at arm's length to the Company.

All securities issued under the Offering are subject to a statutory hold period of four months and a day from the date of issuance, expiring December 15, 2026.

One insider of the Company subscribed for an aggregate of 850,000 common shares under the Offering for aggregate proceeds of $68,000. The participation of the insider in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5(b) and section 5.7(1)(a) of MI 61-101, respectively, on the basis that the Company is a NEX Issuer and no securities of the Company are listed or quoted on any of the specified markets referred to in section 5.5(b), and that neither the fair market value of the securities issued to, nor the consideration paid by, the insider exceeds 25% of the Company's market capitalization. No new Control Person of the Company was created as a result of the Offering.

The 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 the final acceptance of the TSX Venture Exchange.

About Backstageplay Inc.

Backstageplay Inc. is a British Columbia 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.

For further information please contact:

Scott White, CEO - (416) 704-6611
Bruce Kerr, President - (416) 457-9144
Mark Fletcher, Corporate Counsel - (416) 843-6535

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.

All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, 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. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309660

FAQ

What did Backstageplay (PRYNF, TSXV: BP.H) announce on August 14, 2026 about its private placement?

Backstageplay announced it closed a non-brokered private placement raising $146,000 by issuing 1,825,000 common shares at $0.08. According to Backstageplay, the financing was previously announced July 13, 2026 and remains subject to final TSX Venture Exchange acceptance.

How many shares were issued in Backstageplay’s August 2026 private placement and at what price?

Backstageplay issued 1,825,000 common shares at a price of $0.08 per share in its August 2026 private placement. According to Backstageplay, this resulted in aggregate gross proceeds of $146,000 before fees and expenses.

How much did the insider invest in Backstageplay’s August 2026 private placement (PRYNF)?

An insider subscribed for 850,000 common shares for aggregate proceeds of $68,000 in the offering. According to Backstageplay, this participation is a related party transaction under MI 61-101, but exemptions from valuation and minority approval requirements are being relied upon.

What are the finder’s fees and hold period terms for Backstageplay’s August 2026 financing?

Backstageplay paid cash finder’s fees of $10,220, equal to 7% of gross proceeds, to two arm’s length firms. According to Backstageplay, all securities issued carry a four-month-plus-one-day statutory hold, expiring December 15, 2026.

How will Backstageplay use the proceeds from its August 2026 private placement?

Backstageplay plans to use net proceeds to develop a new social gaming platform and content, integrate third-party solutions, and fund general working capital. According to Backstageplay, there is no undisclosed material fact or material change related to this use of funds.

Did Backstageplay’s August 2026 private placement create a new Control Person or change control?

No new Control Person was created as a result of the private placement. According to Backstageplay, although an insider participated in the offering, the transaction did not result in any new Control Person arising from the issuance of 1,825,000 shares.

Is Backstageplay’s August 2026 private placement (PRYNF) fully approved by the TSX Venture Exchange?

The private placement remains subject to final acceptance by the TSX Venture Exchange. According to Backstageplay, closing has occurred, but the transaction still requires the exchange’s final approval to be fully cleared from a listing perspective.