Backstageplay Closes Private Placement

Vancouver, British Columbia--(Newsfile Corp. - December 22, 2021) - Backstageplay Inc. (TSXV: BP) (the "Company") announced today that following receipt of the TSX Venture Exchange's conditional approval of the non-brokered unit private placement (the "Offering") announced by the Company on November 23, 2021, it has now completed the Offering and issued an aggregate 2,564,103 units (the "Units") at a price of $0.195 per Unit, for gross aggregate proceeds of $500,000.

Each Unit consists of one common share of the Company (each, a "Share") and one Share purchase warrant (each a "Warrant"). Each Warrant entitles the holder thereof to purchase one Share (a "Warrant Share") at a price of $0.26 per Warrant Share for a 24-month period, expiring on December 21, 2023 at 5:00PM PST. The Shares and Warrants are subject to a statutory hold period of four months and a day, expiring on April 22, 2022.

The Company further announced that certain related parties participated in the Offering, purchasing 1,230,174 Units. The issuance of securities to these parties constitutes a "related party transaction" as this term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(a) of MI 61-101, respectively, as the securities do not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

The total proceeds from the Offering will be used for 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 final Exchange approval.

About Backstageplay Inc.

Backstageplay, Inc. is an online and mobile entertainment and marketing company, engaged in the business of social gaming and retention software and services. For further information, please visit the Company's website at www.backstageplay.com.

For Further information, please contact:

Backstageplay Contacts:

Scott White, Chief Executive Officer
1 (416) 704-6611
scott@backstageplay.com

Sean Hodgins, Chief Financial Officer
1 (778) 318-1514
sean@backstageplay.com

Cautionary Statement Regarding "Forward-Looking" Information

Some of the statements contained in this news release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "expects", "intends", "is expected", "potential", "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements contained in this release include, but are not limited to, the closing of the Offering, use of proceeds from the Offering, receipt of final approval by the Exchange, and payment of any finder's fees associated with the Offering. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Neither the TSX Venture Exchange nor IROC accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/108336