Aneesh Capital Announces Qualifying Transaction With EMUSIC

Executive Summary
- Aneesh Capital Corp. entered into a Letter of Intent to acquire 100% of eMusic.com Inc., valuing eMusic at US$18 million and Aneesh’s own shares at US$750,000.
- The transaction is intended to serve as Aneeseh Capital’s Qualifying Transaction under TSXV Policy 2.4, with a definitive agreement expected by Jan 5 2026 and closing targeted on or before Mar 31 2026.
- A concurrent private placement of approximately US$3 million may be completed prior to or at closing; various finder and arrangement fees are disclosed.
Key Details
- Transaction Structure:
- Aneesh Capital will acquire all eMusic shares, receiving 100% ownership of the “Resulting Issuer.”
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eMusic shareholders will receive Aneesh Capital Shares in exchange, based on a deemed valuation of US$18 million for eMusic.
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Valuation Assumptions:
- Current outstanding Aneesh Capital common shares valued at US$750,000.
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eMusic’s implied equity value set at US$18 million for share‑exchange calculation.
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Timeline:
- LOI dated Dec 2 2025.
- Definitive Agreement expected by Jan 5 2026.
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Closing targeted on or before Mar 31 2026, subject to customary conditions and TSXV approval as a Qualifying Transaction.
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Concurrent Financing (Private Placement):
- Approximate amount: US$3 million.
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Terms to be determined based on market conditions at the time of financing.
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Management & Governance Post‑Closing:
- eMusic’s existing management team will lead the Resulting Issuer.
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All but one director of Aneesh Capital will resign; board composition will be nominated by eMusic.
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Fees & Expenses:
- Finder’s fee to Baer Investments Limited: 2% of Transaction Value.
- Arrangement fee to JDJ Merchant Partners Inc.: US$100,000 (cash or common shares).
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Additional finder’s fee payable to Exiteam Ltd. per separate agreement.
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Regulatory & Closing Conditions:
- Execution of definitive agreement, satisfactory due diligence, and receipt of all required corporate, shareholder, and TSXV approvals.
- Completion of the concurrent private placement.
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Delivery of financial statements for both parties and confirmation that Aneesh Capital’s equity is ≥ 0.
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Trading Halt:
- Shares of Aneesh Capital are halted on the TSXV pending completion of the transaction; trading expected to resume only after closing.
Notable Quotes
- “eMusic has a long history of innovation in the digital music space… this transaction will provide us with the capital and public currency to accelerate our growth, specifically with the launch of our new eMusic Royalties eXchange platform.” – Tamir Koch, President, eMusic.
- “We are pleased to have entered into this LOI with eMusic and look forward to working toward the completion of the Qualifying Transaction.” – Peeyush K. Varshney, CEO, Aneesh Capital.