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Backstageplay Inc. Proxy Solicitation & Information Statement 2025

Nov 19, 2025

45595_rns_2025-11-18_45342d42-0a64-48c7-b09a-db113b048a48.pdf

Proxy Solicitation & Information Statement

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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 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 on Friday, December 19, 2025 at 11:30 a.m. (Pacific Time).

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. We strongly recommend you check the Company’s website https://www.backstageplay.com/ prior to the Meeting for the most current information. In the event of any changes to the Meeting format, the Company will NOT prepare or mail amended Meeting materials.

Purpose of the Meeting:

  1. to table the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024, together with the report of the auditor thereon and related management discussion and analysis (see section entitled “Financial Statements”) in the Information Circular;
  2. to elect directors of the Company for the ensuing year; (see section entitled “Election of Directors”) 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”) in the accompanying Information Circular;
  4. to pass an ordinary resolution, to ratify confirm and approve the amendments to the Company’s Omnibus Incentive Plan, and for continuation (see section entitled “Omnibus Incentive Plan,”), in the accompanying Information Circular.

The Information Circular accompanies this Notice and contains further details of the matters to be considered at the Meeting.

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, the auditor’s report thereon, and the related management's discussion and analysis for the financial year ended December 31, 2024 have been provided to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on SEDAR+ at www.sedarplus.ca.

The Board of Directors of the Company has by resolution fixed the close of business on Monday, November 3, 2025 as the record date for the Meeting, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

  • As described in the "notice and access" notification mailed to shareholders of the Company, 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 use of this alternative means of delivery is more environmentally friendly and more economical as it reduces the Company's paper and printing use and thus reduces the Company's printing and mailing costs. The Meeting materials will be available on the 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 Tuesday, December 10, 2025.

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, TSX Trust Company (Attention: Proxy Department), 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, facsimile: (416) 595-9593, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the


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Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

Shareholders of record on the Company’s books at the close of business on Monday, November 3, 2025 are entitled to attend and vote at the Meeting or at any postponement or adjournment thereof. Each common share is entitled to one vote.

The Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024 and December 31, 2023, the auditor’s report thereon, and the related management’s discussion will be tabled at the Meeting. The financial statements will be made available at the Meeting and will be available on request to the Company, and may be viewed under the Company’s corporate profile 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.

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 3, 2025.

BY ORDER OF THE BOARD

“S/Scott White”

Scott White
Chief Executive Officer