Backstageplay Inc. — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

BACKSTAGEPLAY.COM

BACKSTAGEPLAY INC.

Suite 350 – 409 Granville Street

Vancouver, British Columbia Canada V3C 1T2

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an in person annual general meeting (the “Meeting”) of the shareholders of Backstageplay Inc. (the “Company”) will be held at the offices of McMillan LLP, 1500 – 1055 West Georgia Street, Vancouver, British Columbia Canada (the “Meeting”).

Should any changes to the Meeting format occur, the Company will announce any and all changes by way of news release, which will be filed under the Company’s corporate profile on SEDAR+ at www.sedarplus.ca. In the event of any changes to the Meeting format, the Company will NOT prepare or mail amended Meeting materials.

MATTERS TO BE VOTED ON AT THE MEETING

At the Meeting, shareholders will be asked to vote on the following:

1. to table the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023, together with the report of the auditor thereon and related management discussion and analysis (see section entitled “Financial Statements”) as described in the accompanying Information Circular;
2. to elect directors of the Company for the ensuing year; (see section entitled “Election of Directors”) as described in the accompanying Information Circular;
3. to appoint MNP LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year (see section entitled “Appointment of Auditor”) as described in the accompanying Information Circular;
4. to pass an ordinary resolution, to ratify, confirm and approve an increase in the number of Common Shares authorized to be reserved for restricted share unit awards under the Company’s Omnibus Incentive Plan (see section entitled “Fixed Restricted Share Unit Awards Increase”) as described in the accompanying Information Circular;
5. to pass an ordinary resolution, to ratify confirm and approve the Company’s Omnibus Incentive Plan, as further amended and for continuation until the next annual meeting of the Company (see section entitled “Approval of Amended Omnibus Incentive Plan”), as described in the accompanying Information Circular.

HOW TO ACCESS THE MEETING MATERIALS

The Company has opted to deliver its Meeting materials to shareholders by posting them on TSX Trust Company’s website https://docs.tsxtrust.com/2276 and under the Company’s profile at www.sedarplus.ca. The Meeting materials will be available on the TSX Trust Company’s website for one full year.

Shareholders who wish to receive paper copies of the Meeting materials prior to the Meeting may request copies from the Company by calling 1-866-600-5869 or by sending an email to TSX Trust Company at https://docs.tsxtrust.com/2276 no later than by Wednesday, December 11, 2024.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Information Circular. The audited consolidated financial statements and related management’s discussion and analysis for the Company for the financial year ended December 31, 2023 have been provided to those shareholders who have previously requested to receive them. Otherwise, they are available upon request or they can be found on SEDAR+ at www.sedarplus.ca.

No other matters are contemplated for presentation to the Meeting, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

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Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of Proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy and in the Information Circular to ensure that such shareholder's shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Vancouver, British Columbia, November 7, 2024.

BY ORDER OF THE BOARD

“S/Scott White”

Scott White
Chief Executive Officer

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