Mr. Richard Lee reports

SPACKMAN EQUITIES GROUP INC. ENTERS REVERSE-TAKEOVER WITH CRYSTAL PLANET LIMITED

Spackman Equities Group Inc. and Crystal Planet Ltd. (CPL) entered a definitive share exchange agreement on Feb. 6, 2023, pursuant to which Spackman will acquire all of the issued and outstanding shares in the capital of CPL from Spackman Media Group Ltd. The transaction will constitute a reverse takeover (RTO) transaction under the policies of the TSX Venture Exchange.

CPL is a private company incorporated under the laws of Hong Kong with two wholly owned subsidiaries, SBD Entertainment Inc. and MSTeam Entertainment Co. Ltd., that operate full-service talent agencies, representing some of the top artists in the Korean entertainment industry. CPL leverages its portfolio of artists as a platform to develop, produce, finance and own the highest quality of entertainment content projects, including theatrical motion pictures and TV dramas. This platform also creates and derives opportunities to provide entertainment media consulting services, as well as to make strategic investments in development-stage businesses that can collaborate with represented artists.

Spackman is a Canadian-based investment holding company that invests into and develops small/medium-sized growth companies that possess industry-specific know-how or proprietary technologies, primarily in Asia. Spackman also makes investments in selected publicly traded companies that Spackman believes are attractive investment propositions. The objectives of Spackman are to: (i) invest in or acquire businesses with compelling growth potential at attractive valuations; (ii) build a diversified and balanced portfolio of investments; and (iii) deliver the collective value derived from the performance of its portfolio of investments to its shareholders. Spackman is currently a reporting issuer in each of the provinces of Canada and is listed on the TSX Venture Exchange under the symbol SQG.

The RTO will be completed pursuant to the terms of the agreement, which will result in CPL becoming a wholly owned subsidiary of Spackman. Upon completion of the RTO, Spackman will own all of the issued and outstanding shares of CPL, and the vendor will receive such number of common shares of Spackman to be determined based on the attached formula.

The RTO involves share-based consideration only. Prior to completion of the RTO, Spackman will complete a share consolidation on the basis of every one postcommon share for five preconsolidation common shares.

After completion of the RTO, the resulting issuer will carry on the business currently carried on by CPL, as described above. The agreement contains customary representations and warranties for a transaction of this kind, and was approved by the board of directors of each of Spackman, CPL and the vendor.

It is expected that immediately prior to the closing of the RTO, the board of directors of Spackman will appoint individuals designated by the vendor as directors of the resulting issuer, and any remaining directors of Spackman will resign. Depending on the number of directors proposed by the vendor and applicable corporate law requirements, a shareholder meeting may be required for election of such directors. The agreement also provides that prior to or concurrent with the date of closing of the RTO, Spackman will have completed a private placement of common shares of Spackman for a minimum amount of $500,000 (U.S.).

It is anticipated that the RTO will be subject to TSX Venture Exchange escrow restrictions.

RTO process and next steps

The RTO may be considered a related-party transaction (as defined in TSX-V Policy 1.1), in which case the RTO will require the approval of shareholders of Spackman in accordance with TSX-V Policy 5.2.

A subsequent news release will be disseminated in accordance with TSX-V Policy 5.2 once additional information with respect to the RTO is available, including without limitation financial information relating to the target business and information relating to the principals (as defined in TSX-V Policy 1.1) of the resulting issuer. The full particulars of the RTO, the transferred assets and the resulting issuer will be described in the information circular to be prepared in accordance with the policies of the TSX-V. A copy of the circular will be available electronically on SEDAR under Spackman's issuer profile in due course.

Completion of the RTO is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable, disinterested shareholder approval. Where applicable, the RTO cannot close until the required shareholder approval is obtained, in addition to required regulatory and other approvals. There can be no assurance that the RTO will be completed as proposed or at all.

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

Trading in the common shares of Spackman is currently halted, and it is not anticipated that trading in the common shares of Spackman will resume prior to the completion of the RTO.

We seek Safe Harbor.