PUBLIC NOTIC OF AUCTION OF ASSETS: BolderPlay

NOTICE OF SALE

BID PROCEDURES

Set forth below are the bid procedures (the “Bid Procedures”) to be employed with respect to the prospective sale (the “Sale”) of the BolderPlay subsidiary of True Play, LLC (“True Play”), (see bolderplay.com), which is described in the attached BolderPlay Investment/Acquisition Opportunity, and includes the assets listed on Exhibit A (the “Assets”). True Play will conduct an orderly and expeditious process to achieve the sale of Bolder Play acting in cooperation with its secured lender Rovin Capital Strategic Debt Fund I, LLC (“Rovin”). For more information on the list of assets please click here to see the capital a Assets.

Participation Requirements

Any person or entity that desires to become a “Qualified Bidder” and participate in the bidding process, must provide to the True Play by no later than the Bid Deadline (defined below) each of the following (the “Required Bid Documents”):
i. A term sheet proposing to purchase some or all of the Assets for consideration that is at least $1,500,000;
ii. Written evidence, satisfactory to True Play in its reasonable discretion, of
a commitment for financing or other evidence of ability to consummate the Sale; and
iii. An earnest money deposit in the amount of $50,000 (to be returned to the Qualified Bidder if it does not become the purchaser).

A “Qualified Bidder” is a potential bidder that submits the Required Bid Documents, whose financial information demonstrates the financial capability of the potential bidder to consummate the proposed transaction, and that True Play determines is reasonably likely (based on availability of financing, experience and other considerations) to be able to consummate the Sale if selected as the successful bidder. Any Qualified Bidder must fully identify itself or if it is representing some other entity or person. True Play will notify potential bidders who submit the information above whether they are Qualified Bidders on September 17, 2025.

Due Diligence

True Play shall afford each potential bidder reasonable due diligence access regarding the Assets. True Play will coordinate all reasonable requests for additional information and due diligence access from such potential bidders. True Play shall not be obligated to furnish any due diligence information after the Bid Deadline (as defined below).

Bid Deadline

A Qualified Bidder desiring to make a Qualified Bid shall deliver the Required Bid Documents to True Play as follows: George Hofmann, counsel for True Play, c/o [email protected]; and also to True Play c/o [email protected]; by no later than 4:00 p.m. (Prevailing Mountain Time) on September 16, 2025 (the “Bid Deadline”). True Play may extend the Bid Deadline once or successively, but is not obligated to do so.

“As Is, Where Is”

Each bidder shall be deemed to acknowledge and represent that it has had an opportunity to inspect and examine the Assets and to conduct any and all due diligence it deems necessary regarding the Assets prior to making its offer, that it has relied solely upon its own independent review, investigation and/or inspection of any documents or information in making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Assets, or the completeness of any information provided in connection with the Assets.

Auction

If True Play receives more than one Qualified Bid on or prior to the Bid Deadline, True Play shall conduct, in conjunction with Rovin, an auction (the “Auction”) on September 18, 2025 at 10:00 a.m. (Prevailing Mountain Time). Qualified Bidders may participate in the Auction remotely via zoom. True Play will provide zoom login information to Qualified Bidders on or before September 17, 2025.

During and upon conclusion of the Auction, True Play, in consultation with its advisors and Rovin, shall (i) review and evaluate each Qualified Bid and other potentially higher or better bids obtained at the Auction on the basis of financial and contractual terms and the factors relevant to the sale process in True Play’s reasonable discretion, including factors affecting the speed and certainty of consummating the Sale, and (ii) identify the highest or otherwise best offer or group of offers for the Assets in True Play’s reasonable discretion (the “Successful Bid(s)”). True Play shall notify the Successful Bidder of its acceptance of the Successful Bid. True Play may adopt rules for the Bidding Process at the Auction that, in its reasonable business judgment, will better promote the goals of the Bidding Process and that are not inconsistent with any provisions these Bid Procedures.

Closing

True Play shall sell the Assets within five (5) business days of its acceptance of the Successful Bid. Bids made at the Auction, including without limitation oral bids, are binding contracts requiring the Successful Bidder and also True Play to close by this deadline.

Failure to Consummate Sale

Following True Play’s acceptance of the Successful Bid(s), if such Successful Bidder(s) fails to consummate the sale because of a breach or failure to perform on the part of such Successful Bidder(s), the Successful Bidder shall forfeit the entire amount of any earnest money deposit, and the next highest or otherwise best bid resulting from the Auction shall be deemed to be the Successful Bid and True Play shall effectuate such Sale. Bids, including bids which are not Successful Bid(s) shall be deemed to be binding offers until the closing of the Sale.

Miscellaneous

True Play, in consultation with its advisors may (a) determine, in its reasonable business judgment, which Qualified Bid(s) or other bid presented by a Qualified Bidder is the highest or otherwise best offer; and (b) reject at any time before its acceptance of a bid, any bid that, in True Play’s reasonable discretion, is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bid Procedures, or the terms and conditions of sale, or (iii) contrary to the best interests of True Play and its creditors. At or before the closing of the Sale, True Play may impose such other terms and conditions as it may reasonably determine to be in the best interests of the creditors and that are not inconsistent with these Bid Procedures. All parties are responsible for their own legal and other fees and expenses.

To see any additional details regarding the auction please click here for more information.