Aneesh Capital Corp. to Combine with TriPlay, Parent of eMusic, in US$18 Million Transaction, Resulting Issuer to List on TSXV

Vancouver, BC – June 17, 2026 – Leads & Copy – Aneesh Capital Corp. (TSXV: EESH.P), a capital pool company, has entered into a definitive Arrangement Agreement with TriPlay, Inc., the parent company of eMusic.com Inc., for a qualifying transaction valued at US$18 million for TriPlay. The agreement, dated June 11, 2026, is structured as a statutory plan of arrangement under British Columbia's Business Corporations Act.

Upon completion, TriPlay will become a wholly-owned subsidiary of the resulting issuer, which will continue eMusic's strategy as a publicly listed company on the TSX Venture Exchange (TSXV) as a Tier 2 Technology Issuer. Holders of TriPlay common shares will exchange their shares for common shares of the resulting issuer. The transaction reflects a deemed pre-money valuation of US$18,000,000 for TriPlay and US$750,000 for Aneesh, net of fees.

To meet the minimum listing requirements of the TSXV, the parties intend to complete a concurrent financing of up to US$2,000,000, which may be structured as equity, debt, or subscription receipts. Following the arrangement, eMusic's existing management team will lead the resulting issuer, and its board of directors will be announced at a later date. All current directors and officers of Aneesh Capital will resign, and Aneesh Capital will change its name to one determined by TriPlay.

Tamir Koch, CEO of TriPlay and eMusic, stated that the transaction provides capital and public currency to accelerate growth, particularly with the launch of the eMusic Royalties eXchange platform, designed to modernize music financing and create value for rights holders. Koch is expected to become Executive Chairman of the resulting issuer.

Peeyush K. Varshney, CEO of Aneesh Capital, expressed pleasure in reaching this milestone and looks forward to a successful closing and listing on the TSXV. eMusic, a digital music pioneer founded in 1998, has connected over 50 million fans with artists and facilitated nearly one billion transactions across a catalog of more than 26 million tracks. The eMusic Royalties eXchange aims to directly connect rights-holders with investors, offering new sources of capital and liquidity.

TriPlay, Inc., a Delaware corporation, is the parent holding company of eMusic.com Inc. Aneesh Capital Corp. is a capital pool company focused on identifying and evaluating potential acquisitions. Its business is limited to the identification and evaluation of companies until its qualifying transaction is completed.

Completion of the arrangement is subject to customary conditions, including approval by TriPlay securityholders, Aneesh shareholders, regulatory approvals from the Supreme Court of British Columbia, conditional acceptance by the TSXV, completion of the concurrent financing, and delivery of audited financial statements. The outside date for completion is September 30, 2026, with parties expecting to close in the third quarter of 2026.

Fees associated with the arrangement include a 2% finder's fee to Baer Investments Limited, a US$100,000 arrangement fee to JDJ Merchant Partners Inc., and a finder's fee to Exiteam Ltd. paid by TriPlay. These fees are subject to TSXV policies, and the parties involved are at arm's length to Aneesh, TriPlay, and the resulting issuer.

Shares of Aneesh Capital remain halted on the TSXV and are not expected to resume trading until the arrangement closes. The transaction is subject to conditions including exchange acceptance and, if applicable, majority of the minority shareholder approval. Investors are cautioned that information may not be accurate or complete and trading in capital pool companies should be considered highly speculative.

Further details regarding the arrangement, financial statements, and the resulting issuer will be provided in a management information circular and a filing statement, available on SEDAR+. The press release also notes that it is not an offer of securities for sale in the United States and has not been registered under the U.S. Securities Act of 1933. Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Source: eMusic.com Inc.