Crystal Planet Limited entered into a definitive share exchange agreement to acquire Spackman Equities Group Inc. (TSXV:SQG) for CAD 40.1 million in a reverse merger transaction on February 6, 2023. As part of the merger, Spackman issue 1,001,735,624 ordinary shares to Crystal. The RTO involves share-based consideration only. Prior to completion of the RTO, SQG will complete a share consolidation on the basis of five (5) pre-consolidation common shares for every one (1) post-consolidation common share (the ?Consolidation?). Post-acquisition, Crystal will own 96.94% stake and Spackman will own 42.54% stake in combined company. It is expected that immediately prior to the closing of the RTO, the Board of Directors of SQG will appoint individuals designated by Crystal as directors of the Resulting Issuer, and any remaining directors of SQG will resign. Spackman Equities Group and CPL have agreed to amend the share exchange agreement previously entered into between the parties (the ?Agreement?) to extend the outside date for completion of the RTO from October 31, 2023 to June 30, 2024. The parties have also agreed to an increase in the size of the minimum financing to approximately CAD 9.42 million.

Completion of the RTO is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. The transaction is subject to TSXV escrow restrictions, shareholder approval, regulatory, listing, SQG shall have completed an equity private placement of SQG shares in a minimum amount of USD 500,000 (CAD 672,210), completion of the consolidation, the need to obtain all third party consents and corporate approvals and other approvals. Where applicable, the RTO cannot close until the required shareholder approval is obtained. The agreement was approved by the Board of Directors of each of SQG and CPL.