Vancouver, British Columbia--(Newsfile Corp. - June 1, 2026) - Timeplay Holdings Inc. (formerly, Liquid Meta Capital Holdings Ltd.) ("Timeplay Holdings" or the "Company") is pleased to announce that it has closed its previously announced reverse takeover transaction (the "Transaction") with Streamsix Inc. ("Streamsix").

Prior to closing the Transaction, the issued and outstanding common shares of the Company were consolidated on a 3.28843:1 basis (following consolidation, the "Resulting Issuer Shares").

As part of the Transaction:

• the Company changed its name from "Liquid Meta Capital Holdings Ltd." to "Timeplay Holdings Inc.";

• the Company completed the acquisition of all issued and outstanding securities of Streamsix (other than Class A Preferred Shares already owned by the Company), including all Class B common shares and outstanding convertible securities, in exchange for securities of the Company, by way of a three-cornered amalgamation;

• the board of directors of the Company was reconstituted and management of the Company was replaced by nominees of Streamsix; and

• the Company adopted a new omnibus incentive plan.

The Canadian Securities Exchange ("CSE") has conditionally approved the listing of the Resulting Issuer Shares under the ticker symbol "TMPL", subject to the satisfaction of the CSE's final listing requirements. The Company anticipates that trading will commence in the summer of 2026, subject to the satisfaction of all applicable listing requirements. The Company will file a CSE Form 2A – Listing Statement (the "Listing Statement") on its SEDAR+ profile at www.sedarplus.ca with further details and will announce the anticipated trading date once available.

"Closing this transaction marks an important milestone for Streamsix-Timeplay as we transition to a publicly listed company and enter our next phase of growth," said Oren Rosen, CEO of Timeplay Holdings. "We have built a platform that turns passive audiences into active, paying participants — and proven it works at scale. We are now focused on expanding our footprint across the significant opportunities ahead of us in cruise lines, bars, cinemas, casinos, and resorts. We look forward to welcoming new shareholders on that journey."

Transaction Details

The Transaction was completed by way of a three-cornered amalgamation, pursuant to which 1001434913 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company, amalgamated with Streamsix to form a newly amalgamated entity ("Amalco"), which became a wholly-owned subsidiary of the Company. Holders of Streamsix's Class B common shares became holders of Resulting Issuer Shares on the basis of each Streamsix Class B common share being exchanged for 1.43081987 Resulting Issuer Shares.

Following closing, the Company carries on the business of Streamsix under the name "Timeplay Holdings Inc.".

Management and Board of Directors

Upon closing, the board of directors of the Company consists of: Oren Rosen, Menashe Kestenbaum, Michael Ostfield and Maurice Kagan.

The executive management team includes Oren Rosen (CEO) and Gidon Kerbel (CFO).

Resulting Issuer Auditor and Transfer Agent

In connection with the closing of the Transaction, Zeifmans LLP, the auditor of Streamsix prior to completion of the Transaction, is now the Company's auditor. Odyssey Trust Company will continue as the Company's transfer agent.

Securities Outstanding and Escrowed

Upon closing of the Transaction, the Company has 66,538,317 Resulting Issuer Shares issued and outstanding and 3,543,304 stock options. The former shareholders of Streamsix hold approximately 75.4% of the Resulting Issuer Shares and shareholders of the Company prior to the Transaction hold approximately 24.6% of the Resulting Issuer Shares.

The principals of the Company and certain shareholders of the Company collectively hold 46,986,051 Resulting Issuer Shares, all of which are subject to an escrow agreement in accordance with applicable securities laws.

Early Warning Disclosure

As a result of the closing of the Transaction, on May 29, 2026, the following former shareholders of Streamsix (collectively, the "Reporting Shareholders") each acquired Resulting Issuer Shares of the Company in connection with the Transaction. Each Reporting Shareholder will file an Early Warning Report ("EWR") under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") disclosing their respective holdings in the Company as follows:

• TPV Inc. an Ontario Corporation, with a head office at 49 Bathurst Street, Unit 400, Toronto, ON M5V 2P2, acquired 22,970,320 Resulting Issuer Shares pursuant to the Transaction, representing approximately 34.52% of the Resulting Issuer Shares on an undiluted basis. Immediately prior to the Transaction, TPV Inc. held nil Resulting Issuer Shares (0% of the class). The Resulting Issuer Shares were acquired as non-cash consideration pursuant to the Transaction. TPV Inc. acquired the Resulting Issuer Shares for investment purposes and may, depending on market conditions and other factors, increase or decrease its beneficial ownership in the Company's securities in the future.
• Philip Heller of 400-333 Wilson Ave, Toronto, ON M3K 1E7, acquired 97,263 Resulting Issuer Shares pursuant to the Transaction, representing approximately 0.15% of the Resulting Issuer Shares on an undiluted basis. Immediately prior to the Transaction, Philip Heller held nil Resulting Issuer Shares (0% of the class). Philip Heller is acting jointly or in concert with TPV Inc. Accordingly, Philip Heller, together with TPV Inc. as a joint actor, beneficially owns or controls an aggregate of 23,067,583 Resulting Issuer Shares, representing approximately 34.67% of the Resulting Issuer Shares on an undiluted basis. The Resulting Issuer Shares were acquired as non-cash consideration pursuant to the Transaction for investment purposes. Philip Heller may, depending on market conditions and other factors, increase or decrease his beneficial ownership in the Company's securities in the future.
• Anthony Heller, through Helmsbridge Holdings ULC, with a head office at 10 Wanless Avenue, Suite 201, Toronto, ON M4N 1V6, an entity he beneficially owns or controls, acquired 11,376,101 Resulting Issuer Shares pursuant to the Transaction, representing approximately 17.10% of the Resulting Issuer Shares on an undiluted basis. Immediately prior to the Transaction, Anthony Heller (through Helmsbridge Holdings ULC) held nil Resulting Issuer Shares (0% of the class). Anthony Heller may be considered to be acting jointly or in concert with TPV Inc. Accordingly, Anthony Heller, together with TPV Inc. as joint actors, beneficially owns or controls an aggregate of 34,346,421 Resulting Issuer Shares, representing approximately 51.62% of the Resulting Issuer Shares on an undiluted basis. The Resulting Issuer Shares were acquired as non-cash consideration pursuant to the Transaction for investment purposes. Anthony Heller may, depending on market conditions and other factors, increase or decrease his beneficial ownership in the Company's securities in the future.

None of the Reporting Shareholders hold any convertible securities in the Company. All of the Resulting Issuer Shares acquired by the Reporting Shareholders were acquired for investment purposes.

Copies of the EWRs filed by the Reporting Shareholders will be made available under the Company's profile on SEDAR+ (www.sedarplus.ca). For further information or to obtain a copy of any of these EWRs, please contact Gidon Kerbel, Chief Financial Officer, at (416) 348-8998 or investor@timeplay.com.

Regulatory Statements:

Investors are cautioned that, except as disclosed in the Listing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

About Timeplay Holdings Inc.

Timeplay Holdings Inc. is a global provider of shared play entertainment. Through its consumer-facing brands, TimePlay and Geeks Who Drink, Timeplay Holdings delivers thousands of interactive events each year, bringing people together through trivia, bingo, and iconic game shows.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding the expected listing on the CSE, the commencement of trading under the symbol "TMPL," the Company's business plans and objectives, and other statements regarding future events or performance.

Forward-looking information is based on management's reasonable assumptions, including assumptions regarding the satisfaction of the CSE's final listing requirements, the commencement of trading of the Resulting Issuer Shares on the anticipated timeline, the Company's ability to execute its business strategy, the ability to attract and retain key personnel, and the absence of material adverse changes in applicable laws or regulations.

Forward-looking information is subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such information. These risks include, but are not limited to: the risk that the Company does not satisfy the CSE's final listing requirements on the anticipated timeline or at all; reliance on key personnel; risks related to insurance, litigation, and regulatory compliance; risks associated with the Company's limited operating history and growth management; and other risks to be described under "Risk Factors" in the Company's Listing Statement which will be made available on SEDAR+ at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward-looking information. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299751

Source: Timeplay Holdings Inc.