Mr. Jorge Martinez reports

SHELLRON ANNOUNCES DEFINITIVE AGREEMENT FOR PROPOSED QUALIFYING TRANSACTION WITH SPX MANAGEMENT LTD.

Shellron Capital Ltd. has entered into a binding definitive share exchange agreement dated June 4, 2025, with SPX Management Ltd., in respect of an arm's-length reverse takeover transaction, which is expected to result in securityholders of SPX acquiring all of the voting securities of the entity resulting from such transaction and constitute the qualifying transaction (as such term is defined in the policies of the TSX Venture Exchange) of Shellron, as initially disclosed in the press release of Shellron dated April 17, 2025.

Subject to satisfaction or waiver of all conditions precedent to the transaction, Shellron and SPX anticipate that the proposed transaction will be completed no later than Nov. 30, 2025 (as extended from Sept. 30, 2025). There can be no assurance that the transaction will be completed on the terms proposed above or at all.

Trading in the common shares of Shellron is currently halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the transaction has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V.

Transaction summary

Pursuant to the transaction, Shellron will issue an aggregate of 10 common shares in the capital of Shellron for each common share in the capital of SPX held, each at a deemed value of 20 cents per Shellron share, including any SPX shares issued pursuant to the concurrent financing (as defined below).

The existing shareholders of SPX are expected to own a majority of the outstanding Shellron shares after completion of the proposed transaction and Shellron will be renamed to such name as determined by SPX.

The proposed transaction is not a non-arm's-length qualifying transaction (as such term is defined in TSX-V Policy 2.4) and it is not currently contemplated that approval by Shellron's shareholders will be required or sought for the proposed transaction or that a shareholder meeting will be required for the proposed transaction. No advances to be made by Shellron are contemplated and no finders' fees are payable in connection with the proposed transaction. Upon the completion of the proposed transaction, it is expected that SPX will become a wholly owned subsidiary of the resulting issuer.

Conditions to closing of the transaction

The definitive agreement provides that the transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) approval from the TSX-V for the transaction and the listing of all applicable securities in connection with the transaction; (ii) receipt of all requisite corporate and shareholder consents and approvals; and (iii) the completion of the previously announced concurrent financing, as described below.

Sponsorship for qualifying transaction

The transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. Shellron intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained.

Filing statement

In connection with the transaction and pursuant to the requirements of the TSX-V, Shellron will file on SEDAR+ a filing statement, which will contain details regarding the transaction, Shellron and SPX.

Further information

Shellron will issue further releases providing further details in respect of the proposed transaction in accordance with the policies of the TSX-V.

Proposed directors and officers of the resulting issuer

It is currently anticipated that all of the current directors and officers of Shellron will resign from their respective positions with Shellron in connection with the closing of the transaction.

Anthony Wei Kit Wong, Byung Uk Yoon and Dong Wook Kim are expected to constitute the board of directors of the resulting issuer. It is also anticipated that Mr. Kim will be appointed as chief executive officer and Jamie Laemin Ryu will be appointed as chief financial officer of the resulting issuer. Biographies for each of these individuals are included below.

Mr. Wong

Mr. Wong is the interim chief executive officer and a director of Spackman Entertainment Group Ltd., a company listed on the Catalist of the Singapore Exchange.

Prior to joining Spackman Entertainment Group, Mr. Wong worked as chief financial officer for several public companies such as Canada Rare Earth Corp., a company listed on TSX-V, China Public Procurement Ltd., a public company in Hong Kong, and e-Kong Group Ltd., a public company in Hong Kong. In addition, Mr. Wong served as the chief executive officer and director of New Legend Group Ltd., a start-up Canadian capital pool company listed on the TSX-V. He was previously the finance director of Hutchison Telecommunications Group, the telecommunication subsidiary of Hutchison Whampoa, a public company in Hong Kong, where he led the mergers and acquisitions team to start up international joint ventures and investment projects.

Mr. Wong has also worked at Deloitte in Vancouver and worked as senior audit manager with PricewaterhouseCoopers in Hong Kong. He is a chartered professional accountant. He graduated with a BA from Simon Fraser University (British Columbia, Canada), majoring in business and economics.

Mr. Yoon

Mr. Yoon is the senior insight analyst for the Asia-Pacific region at DatacenterHawk LLC. He brings 26 years of experience across a diverse range of companies from small and medium-size enterprises to multinational corporations, spanning industries such as digital infrastructure, investment management, general management, consulting and retail.

Before joining DatacenterHawk, Mr. Yoon served as vice-president of the Maestro Solution Group at HanmiGlobal Co. Ltd. and as country manager for Republic of Korea at Vantage Data Centers LLC. He also held leadership roles, including associate partner at Doran Capital Partners and director at Morgan Stanley Properties.

Mr. Yoon graduated from Boston College with a bachelor of arts in economics.

Mr. Kim

Mr. Kim is the chief executive officer of SPX. Prior to founding SPX, he served as senior director at IB Worldwide (currently, Galaxia SM), one of Korea's largest sports marketing agencies, where he managed the Usain Bolt Global Management initiative and the strategy and execution of the 2012-2013 K-League All-Star Game and was project manager for Olympic athletes (including rhythmic gymnast Yoon-jae Son). He also was agent and manager for multiple professional baseball and football players.

Prior to his role with IB Worldwide, Mr. Kim was global marketing director of Puma Korea, where he was responsible for brand marketing strategy, advertisement and publicity for Asia. He also managed Puma's sponsorship of over 120 athletes in football and golf. He served as the brand's global marketing project manager for the World Cups in 2002, 2006 and 2010 and the Daekook International Track & Field Competition in 2012. Mr. Kim also oversaw the Korean launching of Cobra-Puma Golf.

Apart from his professional career, Mr. Kim currently is an agent executive committee member of the Korea Baseball Players Association and previously served as director of the Korea Sports Industry Association.

Mr. Ryu

Mr. Ryu is the chief financial officer of SPX and is primarily responsible for managing and overseeing SPX's financial activities including accounting, financing and taxation matters. Previously, he was the finance and accounting manager at Reed Exhibitions Korea and senior accountant at Nike Korea. He started his career in finance as an associate at JB Woori Capital and later on as an assistant finance manager at Sisley Korea. Mr. Ryu graduated from Sungkyunkwan University with a bachelor of science in chemical engineering and a bachelor of arts in economics.

Concurrent financing

As previously announced, prior to or concurrently with the closing of the transaction, the parties intend to complete a commercially reasonable efforts brokered private placement between $6.55-million (increased from the previously disclosed amount of $5.5-million) and $10-million in aggregate gross proceeds. The concurrent financing will be led by Hampton Securities Ltd. as sole lead agent.

The concurrent financing will consist of a minimum of 2.5 million subscription receipts or SPX shares, and any combination thereof, at a price of 20 cents per subscription receipt or $2 per SPX share, as the case may be.

In addition, the parties have granted the agent an option to acquire up to an additional number of subscription receipts or SPX shares for gross proceeds of up to 15 per cent of the gross proceeds of the concurrent financing at any time up to two days prior to the final closing of the concurrent financing.

Each subscription receipt will entitle the holder, without payment of any additional consideration and upon satisfaction of escrow release conditions (defined below), to receive one unit of the resulting issuer. Each unit comprises one Shellron share and one-half common share purchase warrant. Each resulting issuer warrant will the holder to acquire a resulting issuer share at an exercise price of 30 cents per resulting issuer share for 36 months after the date the escrow release conditions are satisfied. The expiry date of the resulting issuer warrants may be accelerated by the resulting issuer at any time following the four-month anniversary of the date the escrow release conditions are satisfied and prior to the expiry date of the resulting issuer warrants if the volume-weighted average price of the resulting issuer shares on the TSX-V is greater than 60 cents for any 30 consecutive trading days, at which time the resulting issuer may, within five business days of the acceleration event, accelerate the expiry date of the resulting issuer warrants by issuing a press release announcing the reduced warrant term, whereupon the resulting issuer warrants will expire on the 30th calendar day after the date of such press release.

The aggregate gross proceeds of the subscription receipts, less 50 per cent of the cash commission (as defined below) attributable to the subscription receipts, the reasonable costs and expenses of any agent engaged, and $100,000 to be utilized by Shellron for its expenses, shall be deposited into escrow on the closing of the offering of subscription receipts and shall be released upon satisfaction of certain conditions, including the completion, satisfaction or waiver of all conditions precedent necessary for the completion of the proposed transaction. If the escrow release conditions are not satisfied prior to 120 days after the financing closing, the escrow agent will return to the holders of subscription receipts an amount equal to the aggregate purchase price for the subscription receipts held by them and the subscription receipts will be cancelled and be of no further force or effect.

In connection with the concurrent financing, the agent will receive a due diligence fee of $50,000 from SPX plus a cash fee equal to 6 per cent of the gross proceeds raised from the sale of subscription receipts and 6 per cent of the gross proceeds raised from the sale of SPX shares, subject to a reduction to 2 per cent for certain purchasers on a president list. In addition, the resulting issuer will issue non-transferable compensation warrants equal to 6 per cent (2 per cent president list) of the total number of subscription receipts sold under the concurrent financing. Each compensation warrant will entitle the holder thereof to purchase one resulting issuer share at an exercise price of 20 cents per resulting issuer share for a period of 36 months after the date the escrow release conditions are satisfied. No compensation warrants are issuable in respect of the sale of SPX shares in the concurrent financing. An additional cash fee of $50,000 will be due on the date the escrow release conditions are satisfied.

Bridge financing

The parties have agreed that upon the execution of the definitive agreement for the proposed transaction and the successful completion of a minimum of $250,000 of the concurrent financing, SPX shall provide a non-refundable advance to Shellron in the amount of $50,000.

If the advance has not been provided by June 15, 2025 (as extended from May 15, 2025), SPX will use all commercially reasonable efforts to cause the subscription for a private placement of 250,000 Shellron shares at a price of 20 cents per share to provide funds to Shellron to cover its expenses in relation to the proposed transaction as well as general and administrative expenses.

The advance may become refundable to SPX as an unsecured loan, bearing interest at a rate of 4 per cent per annum and maturing 12 months following the termination of the proposed transaction in the event of a termination of the proposed transaction as a result of a misrepresentation, breach or non-performance of Shellron that is uncured following 30 days of notice.

SPX has also agreed to be responsible for the payment or reimbursement of all Shellron's expenses relating to the proposed transaction, including legal fees, auditor fees, financial advisory fees, fees payable to TSX-V, and reasonable disbursements of Shellron and its advisers, provided, however, that, in the event the bridge financing is completed, such expenses will only be payable by SPX in the event they exceed the amount of the bridge financing.

Information concerning SPX

SPX, a company incorporated in Hong Kong, operates through its wholly owned subsidiaries in the Republic of Korea to deliver full-service sports representation, marketing and event production solutions across Asia. SPX operates at the intersection of global sports, media and commerce -- spanning athlete management, brand partnerships and mega-event production.

SPX represents and manages the professional careers of some of Korea's most elite and recognizable athletes, especially in the Korea Professional Golf Association (KPGA) and the Korea Baseball Organization (KBO). From contract negotiations, public relations and player development to sponsorship portfolios and career management, SPX supports its clients in every aspect of their professional growth.

SPX also provides strategic planning, marketing consulting and public relations services to major sports organizations, leagues, federations and associations, including serving as the official marketing and public relations agency for Major League Baseball (MLB) in Korea and the Korean Sports & Olympic Committee.

SPX's services also include high-impact sports event production, strategic sponsorship sales and advisory services.

In 2025, SPX expects to produce one of the most high-profile football properties in the region -- the FC Barcelona Asia Tour 2025 -- through its event subsidiary, D-Drive Co. This series includes the following three official matches against top local professional clubs in Korea and Japan during the months of July and August, 2025. These matches have already secured large-capacity stadiums, multinational sponsors and regional broadcast coverage, positioning SPX as an emerging regional player in mega-sporting event production.

SPX's operations span the following five integrated business segments:

• Player representation -- full-service career management for elite athletes across golf, baseball and football, with expansion into tennis and football beginning in 2025;
• Sponsorships and endorsements -- commercial strategy and brand alignment services, managing endorsement portfolios for athletes and sponsorship sales for events;
• Sports event management -- planning and executing professional tournaments and sports marketing platforms across golf, baseball and football, including over 28 events since 2013;
• Mega-sporting event production -- managed through SPX's subsidiary, D-Drive, this segment focuses on large-scale international football matches such as the FC Barcelona Asia Tour 2025;
• Marketing consulting and public relations -- strategic advisory services to sports federations and governing bodies, including MLB Korea and KSOC, covering media, branding and sponsorship initiatives.

We seek Safe Harbor.