Spin Master Corp. — Capital/Financing Update 2022

Nov 10, 2022

Spin Master Corp. Secondary Offering of Subordinate Voting Shares Term Sheet November 10, 2022

The Subordinate Voting Shares will be offered by way of a prospectus supplement in all of the provinces and territories of Canada. A prospectus supplement containing important information relating to the Subordinate Voting Shares has not yet been filed with the applicable Canadian securities regulatory authorities.

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The Subordinate Voting Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

(All amounts in CAD)

Issuer: Spin Master Corp. ("Spin Master" or the "Company").

Selling Shareholder: Anton Rabie, through a company that he controls (the "Selling Shareholder").

Offering: Offering of 1,900,000 subordinate voting shares ("Subordinate Voting Shares") of the Company to be sold by the Selling Shareholder on a secondary basis (the "Offering").

Offering Size: C$60,990,000.

Offering Price: C$32.10 per Subordinate Voting Share.

Use of Proceeds: The Company will not receive any proceeds from the Offering. The net proceeds of the Offering will be payable to the Selling Shareholder.

Shares held by the Selling Shareholder Following Closing:

Upon completion of the Offering, the Selling Shareholder will directly or indirectly hold 28,506,873 multiple voting shares of the Company (the "Multiple Voting Shares") and 281,249 Subordinate Voting Shares. After giving effect to the Offering, the Selling Shareholder will directly or indirectly hold approximately 27.5% of the Company's total fully diluted Multiple Voting Shares and Subordinate Voting Shares outstanding (together, the "Shares") representing approximately 39.6% of the voting power attached to all of the Shares and, as a result, will have a significant influence on the Company.

Lock-up Agreements: The Company, the Selling Shareholder, each director (including Ronnen Harary and Ben Varadi, the other founders of the Company) and certain executive officers who hold Shares immediately prior to the closing of the Offering will be subject to a 90 day lock-up, subject to certain exceptions.

Listing: The existing Subordinate Voting Shares trade on the Toronto Stock Exchange under the symbol "TOY".

Eligibility for Investment: Subject to customary qualifications, the Subordinate Voting Shares are qualified investments for RRSPs, RRIFs, RESPs, TFSAs and DPSPs.

Offering Type: Public offering in all provinces and territories of Canada pursuant to a final base shelf prospectus and prospectus supplement and private placement in the U.S. to "qualified institutional buyers" pursuant to Rule 144A of the United States Securities Act of 1933.

Underwriting Basis: "Bought deal" subject to conventional bought deal termination provisions and closing conditions to be included in a definitive underwriting agreement.

Bookrunners: RBC Capital Markets and TD Securities Inc.

Underwriting Fee: 4.0%.

Closing: On or about November 17, 2022.