Backstageplay Completes Acquisition of Gaming Technology Assets from Next Sports Group

Rhea-AI Summary

Backstageplay (PRYNF) completed its previously announced acquisition of certain gaming technology assets from NeXT Sports Group under a May 19, 2026 asset purchase agreement, following acceptance by the TSX Venture Exchange. The CAD $180,000 purchase price was satisfied entirely through issuing 1,800,000 Backstageplay common shares to NeXT at a deemed price of CAD $0.10 per share, with no cash consideration and no finder's fee.

The assets include NeXT Game Listener and Game Simulator source code, sports data API integrations, specific user databases, and a one-year licence to additional NeXT proprietary technologies. The Exchange classified the deal as a Non-Arm's Length transaction due to director and President Bruce Kerr also serving as NeXT's CEO and shareholder. Kerr disclosed his interest, recused himself from board deliberations, and did not receive securities personally. Post-closing, NeXT owns 1,800,000 Backstageplay shares, about 6.4% of the 28,187,833 shares outstanding, subject to a statutory hold period and 16‑month contractual resale restrictions with staged releases tied to share price conditions.

Positive

• All-share acquisition valued at CAD $180,000 with no cash paid
• NeXT received 1,800,000 shares, representing about 6.4% of outstanding equity
• Acquired core gaming tech: Game Listener, Game Simulator, APIs, user databases
• TSX Venture Exchange accepted and reviewed the Non-Arm's Length transaction
• NeXT’s shares subject to 16-month contractual resale restrictions

Negative

• Transaction classified as Non-Arm's Length due to shared executive
• Share issuance causes dilution of approximately 6.4% to existing holders
• Licence to additional NeXT technologies is limited to one year

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Vancouver, British Columbia--(Newsfile Corp. - August 24, 2026) - Backstageplay Inc. (TSXV: BP.H) (the "Company" or "Backstageplay") is pleased to announce that it has completed (the "Closing") its previously announced acquisition (the "Transaction") of certain software, intellectual property, and related technology assets from NeXT Sports Group Inc. ("NeXT") pursuant to an asset purchase agreement dated May 19, 2026 (the "APA"), first announced by the Company's news release dated May 25, 2026 (the "Initial Release"). The Transaction has received the acceptance of the TSX Venture Exchange (the "Exchange").

The aggregate purchase price for the acquired assets is CAD $180,000, satisfied on Closing through the issuance to NeXT of 1,800,000 common shares of Backstageplay at a deemed price of CAD $0.10 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 January 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% 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 1,800,000 common shares of the Company, representing approximately 6.4% 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 sixteen (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 Inc. (TSXV: BP.H) 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/310945

FAQ

What did Backstageplay (PRYNF) acquire from NeXT Sports Group in August 2026?

Backstageplay acquired specific NeXT software, intellectual property, and gaming technology assets. According to Backstageplay, this includes NeXT Game Listener and Game Simulator source code, sports data API integrations, certain user databases, and a one-year licence to additional NeXT proprietary technologies, under a May 19, 2026 asset purchase agreement.

What was the purchase price for Backstageplay’s (PRYNF) acquisition of NeXT’s gaming assets?

The purchase price was CAD $180,000, paid entirely in Backstageplay shares. According to Backstageplay, NeXT received 1,800,000 common shares at a deemed price of CAD $0.10 per share, with no cash consideration or finder's fee associated with the transaction.

How dilutive is the NeXT asset acquisition for Backstageplay (PRYNF) shareholders?

NeXT now holds about 6.4% of Backstageplay’s outstanding shares after closing. According to Backstageplay, NeXT owns 1,800,000 common shares out of 28,187,833 issued and outstanding, representing the dilution resulting from the all-share consideration for the acquired gaming technology assets.

Why is Backstageplay’s (PRYNF) NeXT transaction classified as Non-Arm's Length?

The transaction is Non-Arm's Length because executive Bruce Kerr holds roles in both entities. According to Backstageplay, Kerr is a director and President of Backstageplay and the CEO and a shareholder of NeXT, prompting TSX Venture Exchange review under its policies.

What conflict-of-interest steps did Backstageplay (PRYNF) take regarding Bruce Kerr in the NeXT deal?

Bruce Kerr disclosed his interest, recused himself from deliberations, and did not vote on approval. According to Backstageplay, he also did not receive company securities personally; share consideration was issued solely to NeXT, with the agreement signed by CEO Scott White.

Are NeXT’s Backstageplay (PRYNF) shares from the transaction subject to lock-up restrictions?

Yes, NeXT’s 1,800,000 Backstageplay shares are under statutory and contractual restrictions. According to Backstageplay, the shares carry a statutory hold period and additional 16-month resale restrictions, with staged early releases linked to specified share price performance conditions.

Does Multilateral Instrument 61-101 apply to Backstageplay’s (PRYNF) acquisition of NeXT’s assets?

No, the transaction is not subject to Multilateral Instrument 61-101 or Exchange Policy 5.9. According to Backstageplay, the completed acquisition of NeXT’s technology assets falls outside these minority security holder protection requirements despite being classified as a Non-Arm's Length transaction.