Spin Master Corp.

Short Form Base Shelf Prospectus

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available. This short form prospectus has been filed in reliance on an exemption from the preliminary base shelf prospectus requirement for a well-known seasoned issuer.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Executive Vice President and Chief Financial Officer of Spin Master Corp., at 225 King Street West, Suite 200, Toronto, Ontario, M5V 3M2 (telephone: 416-364-6002) and are also available electronically at www.sedarplus.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and Secondary Offering

April 12, 2024

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Subordinate Voting Shares Preferred Shares Debt Securities Subscription Receipts Warrants Units

Spin Master Corp. (“ Spin Master ” or the “ Company ”) may from time to time, during the 25-month period that this short form base shelf prospectus (the “ Prospectus ”), including any amendments hereto, remains valid, offer and issue the following securities: (i) subordinate voting shares (the “ Subordinate Voting Shares ”); (ii) preferred shares (the “ Preferred Shares ”); (iii) senior or subordinated unsecured debt securities (collectively, the “ Debt Securities ”); (iv) subscription receipts (the “ Subscription Receipts ”); (v) warrants (the “ Warrants ”); and (vi) securities comprised of more than one of the Subordinate Voting Shares, Preferred Shares, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit (the “ Units ”). The Subordinate Voting Shares, Preferred Shares, Debt Securities, Subscription Receipts, Warrants and Units (collectively, the “ Securities ”) may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more shelf prospectus supplements (each a “ Prospectus Supplement ”) to be incorporated by reference in this Prospectus for the purpose of such offering. Certain current or future holders of Subordinate Voting Shares (“ Selling Securityholders ”) may also offer and sell Subordinate Voting Shares pursuant to this Prospectus. The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. See “Description of the Subordinate Voting Shares”.

As of the date hereof, the Company has determined that it qualifies as a ‘well-known seasoned issuer’, as such term is defined under the WKSI Blanket Orders (as defined herein). See “Well-Known Seasoned Issuer”. All shelf information permitted under applicable securities legislation, including as permitted under the WKSI Blanket Orders, to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available.

The specific terms of any offering of Securities will be set forth in the applicable Prospectus Supplement and may include, where applicable: (A) in the case of Subordinate Voting Shares, (i) the person offering the shares (the Company and/or the Selling Securityholder(s)); (ii) the number of Subordinate Voting Shares offered; (iii) the offering price (in the event that the offering is a fixed price distribution); (iv) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); and (v) any other material specific terms; (B) in the case of Preferred Shares, (i) the offering price of the Preferred

Shares (in the event that the offering is a fixed price distribution); (ii) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); (iii) the title and designation of number of shares of the series of Preferred Shares; (iv) the dividend rate or method of calculation, the payment dates for dividends and the place or places where the dividends will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends will begin to accumulate; (v) any conversion or exchange features or rights; (vi) whether the Preferred Shares will be subject to redemption and the redemption price and other terms and conditions relative to the redemption rights; (vii) any liquidation rights; (viii) any sinking fund provisions; (ix) any voting rights; (x) whether the Preferred Shares will be issued in fully registered or “book-entry only” form; (xi) any other rights, privileges, restrictions and conditions attaching to the Preferred Shares; (xii) any risk factors associated with the Preferred Shares; (xiii) whether the Preferred Shares will be listed on any securities exchange; and (xiv) any other material specific terms; (C) in the case of Debt Securities, (i) the designation, aggregate principal amount and authorized denominations of the Debt Securities; (ii) the percentage of the principal amount at which the Debt Securities will be issued; (iii) the date or dates on which the Debt Securities will mature; (iv) the rate or rates per annum at which the Debt Securities will bear interest (if any), or the method of determination of such rates (if any); (v) the dates on which such interest will be payable and the record dates for such payments; (vi) the Trustee under the Trust Indenture pursuant to which the Debt Securities are to be issued; (vii) any redemption term or terms under which the Debt Securities may be defeased; (viii) whether the Debt Securities are to be issued in registered form, “book-entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; (ix) any exchange or conversion terms; (x) any sinking or purchase fund provisions; (xi) any risk factors associated with the Debt Securities; (xii) whether the Debt Securities will be listed on any securities exchange; and (xiii) any other material specific terms; (D) in the case of Subscription Receipts, (i) the number of Subscription Receipts; (ii) the price at which the Subscription Receipts will be offered and whether the price is payable in instalments; (iii) conditions to the exchange of Subscription Receipts for Securities or other securities and the consequences of such conditions not being satisfied; (iv) the procedures for the exchange of the Subscription Receipts for Securities or other securities; (v) the number of underlying Securities or other securities that may be exchanged upon exercise of each Subscription Receipt; (vi) the dates or periods during which the Subscription Receipts may be exchanged for Securities or other securities; (vii) whether the Subscription Receipts and underlying Securities or other securities will be listed on any securities exchange; (viii) whether the Subscription Receipts and underlying Securities or other securities will be issued in fully registered or “book-entry only” form; (ix) any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; (x) any risk factors associated with the Subscription Receipts and underlying Securities or other securities; and (xi) any other material specific terms; (E) in the case of Warrants, (i) the designation of the Warrants; (ii) the aggregate number of Warrants offered and the offering price; (iii) the quantity and terms of the Securities or other securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers; (iv) the exercise price of the Warrants; (v) the dates or periods during which the Warrants are exercisable; (vi) any minimum or maximum number of Warrants that may be exercised at any one time; (vii) whether the Warrants will be listed on any securities exchange; (viii) any terms, procedures and limitations relating to the transferability or exercise of the Warrants; (ix) whether the Warrants will be issued in fully registered or “book-entry only” form; (x) any other rights, privileges, restrictions and conditions attaching to the Warrants; (xi) any risk factors associated with the Warrants; and (xii) any other material specific terms; and (F) in the case of Units, (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of any Securities comprising the Units; (iii) whether the Units will be issued in fully registered or “book-entry only” form; (iv) any risk factors associated with the Units; (v) whether the Units and the Securities comprising the Units will be listed on any securities exchange; and (vi) any other material specific terms. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible or exchangeable into, or exercisable for, Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities, including Debt Securities convertible or exchangeable into, or exercisable for, Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates, or to recognized market benchmark interest rates, such as CORRA (Canadian Overnight REPO Rate Average), EURIBOR (Euro Interbank Offered Rate) or a U.S. federal funds rate, or to interest rates on Government of Canada bonds, as well as Debt Securities that are convertible into Subordinate Voting Shares.

The outstanding Subordinate Voting Shares are listed on the Toronto Stock Exchange (the “ TSX ”) under the stock symbol “TOY”. On April 11, 2024, the last trading day prior to the filing of this Prospectus, the closing price of a Subordinate Voting Share on the TSX was C$32.94. Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through

which the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units may be sold and purchasers may not be able to resell any Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units purchased under this Prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “Risk Factors” as well as the “Risk Factors” section of the applicable Prospectus Supplement.

The Securities may be sold to or through underwriters purchasing as principals, by the Company or, in the case of Subordinate Voting Shares, by the Company and/or the Selling Securityholders or to one or more purchasers, directly or through underwriters acting as agents designated by the Company and/or the Selling Securityholders, as the case may be, from time to time. The Securities may be sold from time to time in one or more transactions at fixed prices or not at fixed prices, such as market prices prevailing at the time of sale (including, without limitation, sales deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”), including sales made directly on the TSX or other existing trading markets for the Securities), prices related to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the Securities. See “Plan of Distribution”. Each Prospectus Supplement will identify the person offering Securities (the Company and/or, in the case of Subordinate Voting Shares, the Selling Securityholders) and each underwriter engaged in connection with the offering and sale of those Securities to which the Prospectus Supplement relates, and will also set forth the method of distribution and the terms of the offering of such Securities, including the initial offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), the net proceeds to the Company or, in the case of Subordinate Voting Shares, to the Company and/or the Selling Securityholders, as the case may be, and, to the extent applicable, any fees, discounts or other compensation payable to the underwriters. Unless otherwise specified in a Prospectus Supplement, certain legal matters in connection with the offerings will be passed upon for the Company by Blake, Cassels & Graydon LLP.

This Prospectus may qualify an “at-the-market distribution” (as defined in NI 44-102) of Subordinate Voting Shares by the Company.

Subject to any applicable securities legislation, and other than in relation to an offering by way of sales deemed to be an “at-themarket distribution”, in connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement), the underwriters may, subject to applicable law, over-allocate or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities offered at levels other than those which otherwise might prevail on the open market. These transactions may be commenced, interrupted, or discontinued at any time. See “Plan of Distribution”.

No underwriter of an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter and no person or company acting jointly or in concert with such underwriter will over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities or securities of the same class as the securities distributed under this Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the Securities.

The head and registered office of the Company is located at 225 King Street West, Suite 200, Toronto, Ontario, M5V 3M2. Michael Blank (Director), Reginald Fils-Aimé (Director), Dina R. Howell (Director), Christina Miller (Director) and Christi Strauss (Director), reside outside of Canada and each has appointed the Company as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if such person has appointed an agent for service of process.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Since the terms of a series of Debt Securities may differ from the general information provided in this Prospectus, in all cases an investor should rely on the information in the applicable Prospectus Supplement where it differs from information in this Prospectus.

ABOUT THIS PROSPECTUS .................................... 2 CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS ..................... 2 TRADEMARKS AND TRADE NAMES ................... 4 DOCUMENTS INCORPORATED BY REFERENCE ............................................................. 4 SPIN MASTER .......................................................... 5 BUSINESS OF SPIN MASTER ................................ 5 DESCRIPTION OF SHARE CAPITAL .................... 6 DESCRIPTION OF SUBORDINATE VOTING SHARES ..................................................................... 6 DESCRIPTION OF PREFERRED SHARES ............ 7 DESCRIPTION OF DEBT SECURITIES ................. 8 DESCRIPTION OF SUBSCRIPTION RECEIPTS .... 8 DESCRIPTION OF WARRANTS ............................. 9 DESCRIPTION OF UNITS ....................................... 9 EARNINGS COVERAGE RATIOS ........................ 10 TRADING PRICE AND VOLUME ........................ 10

CAPITALIZATION .................................................. 10 PRIOR SALES .......................................................... 10 USE OF PROCEEDS ................................................ 10 PLAN OF DISTRIBUTION ..................................... 10 SELLING SECURITYHOLDERS ........................... 10 RISK FACTORS ....................................................... 11 CERTAIN INCOME TAX CONSIDERATIONS .... 11 LEGAL MATTERS .................................................. 11 WELL-KNOWN SEASONED ISSUER ................... 11 INTEREST OF EXPERTS ........................................ 12 TRANSFER AGENT AND REGISTRAR ............... 12 PROMOTERS ........................................................... 12 EXEMPTIONS.......................................................... 12 PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS ...................................... 12 CERTIFICATE OF THE COMPANY .................... C-1 CERTIFICATE OF THE PROMOTERS ................ C-2

ABOUT THIS PROSPECTUS

Unless otherwise noted or the context otherwise requires, all references in this Prospectus to “Spin Master” and the “Company” refer to Spin Master Corp. and its subsidiary entities, on a consolidated basis.

In this Prospectus, references to “$”, “US$” and “U.S. dollars” are to United States dollars and references to “C$” and “Canadian dollars” are to Canadian dollars. Amounts are stated in United States dollars unless otherwise indicated.

This Prospectus includes summary descriptions of certain material agreements of the Company and of the Principal Shareholders (as defined herein). The summary descriptions disclose all attributes material to an investor in Securities, but are not complete and are qualified by reference to the terms of the material agreements filed with the Canadian securities regulatory authorities and available on SEDAR+, at www.sedarplus.com, under the Company’s profile. Investors are encouraged to read the full text of such material agreements.

CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

Certain statements, other than statements of historical fact, contained in this Prospectus constitute “forwardlooking information” within the meaning of certain securities laws, including the Securities Act (Ontario), and are based on expectations, estimates and projections as of the date on which the statements are made in this Prospectus. The words “plans”, “expects”, “estimated”, “anticipates”, “intend”, “focus”, “outlook”, “potential”, “seek”, “strategy”, “vision”, “goal”, “targets” or “believes”, or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “be taken”, “occur”, “continue” or “be achieved”, and other similar expressions, frequently identify forward-looking statements. Forward-looking statements include, without limitation, statements of the Company with respect to: industry trends, overall market growth rates and the Company’s growth rates; expectations regarding revenue, expenses and operations; measures of the Company’s operating performance and financial condition; the business plans and strategies, including development and acquisition opportunities and product launches and relaunches; intentions with respect to, and the ability to execute, its growth strategies; entertainment and digital games strategies and growth prospects, including the production of feature films and new entertainment series; new facilities and studios; new brands and brand expansions; expansions into new categories; securing additional broader and more significant licenses from third parties; international sales and expansion of international offices and operations; the ability of the Company to leverage its global platform; the number, features and timing of launching new products, brands and entertainment properties; expectations with respect to Spin Master Ventures; supplier’s manufacturing capacity and downstream supply of raw materials and component parts; relationships with inventors and with entertainment industry participants; relationships with employees; competitive position in the industry; anticipated trends and challenges in the Company’s business and the markets in which it operates; the Company’s exposure to liability in legal proceedings; protection of the Company’s intellectual property (“ IP ”) rights; the Company’s sustainability, environmental and climate change goals and targets; dividends; the Company’s normal course issuer bid (“ NCIB ”); the effects of any non-compliance with government regulations; and the exercise of certain shareholder rights.

Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this Prospectus, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any factors and assumptions set forth in this Prospectus, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: the Company will be able to successfully integrate the acquisition of MND Holdings I Corp and achieve the expected strategic, financial and other benefits; opportunities for growth, particularly in respect of Melissa & Doug ; the Company’s dividend payments being subject to the discretion of the Board of Directors and dependent on a variety of factors and conditions existing from time to time; seasonality; ability of factories to manufacture products, including labour size and allocation, tooling, raw material and component availability, ability to shift between product mix, and customer acceptance of delayed delivery dates; the steps taken will create long term shareholder value; the expanded use of advanced technology, robotics and innovation the Company applies to its products will have a level of success consistent with its past experiences; the Company will continue to successfully secure, maintain and renew broader licenses from third parties for major entertainment properties consistent with past practices, and the success of the licenses; the expansion of sales and marketing offices in new markets will increase

the sales of products in that territory; the Company will be able to successfully identify and integrate strategic acquisition and minority investment opportunities; the Company will be able to maintain its distribution capabilities; the Company will be able to leverage its global platform to grow sales from acquired brands; the Company will be able to recognize and capitalize on opportunities earlier than its competitors; the Company will be able to continue to build and maintain strong, collaborative relationships; the Company will maintain its status as a preferred collaborator; the culture and business structure of the Company will support its growth; the current business strategies of the Company will continue to be desirable on an international platform; the Company will be able to expand its portfolio of owned branded IP and successfully license it to third parties; use of advanced technology and robotics in the Company’s products will expand; the Company will be able to continue to develop and distribute entertainment content in the form of movies, TV shows and short form content; the Company will be able to continue to design, develop and launch digital games to be distributed globally through app stores; access of entertainment content on mobile platforms will expand; fragmentation of the market will continue to create acquisition opportunities; the Company will be able to maintain its relationships with its employees, suppliers, retailers and license partners; the Company will continue to attract qualified personnel to support its development requirements; the Company’s key personnel will continue to be involved in the Company; products, entertainment properties and digital games will be launched as scheduled; transition to electric vehicles, enhanced energy efficiency within offices and the lowering of emissions within local electricity grids; the availability of funding for dividends and purchases under the NCIB; and that the risk factors noted below in this Prospectus and , collectively, do not have a material impact on the Company.

By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from the forward-looking information in this Prospectus. Such factors include, without limitation, risks relating to the following, which are discussed in greater detail in the “Risk Factors” section of this Prospectus and in the documents incorporated by reference in this Prospectus: creation of original products, brands and entertainment properties; industry competition; failure to market or advertise products; seasonality; failure to protect or enforce the Company’s IP rights; failure to renew and maintain third-party IP licenses and failure of third-party owners to maintain or enforce IP licenses; the Company’s growth strategy; general economic conditions; disruptions in manufacturing operations or supply chain, or in the business where the Company’s products are sold, due to political instability, civil unrest, public health pandemic or other public health crises or natural disasters; failure to market or advertise products; seasonality; dependence on third-party manufacturers, distributors, distribution centres and logistics service providers; increases in the price of inputs, transportation or labour; failure to leverage the Company’s portfolio of franchises across entertainment and media platforms; entertainment industry conditions; failure to realize the full benefit of the Company’s licenses; electronic data compromises; failure of information technology; sales concentration with retailers; relationships with inventors and entertainment content collaborators; international sales growth strategy; international scope of operations; new and emerging markets; product recalls, repairs, product liability claims and the absence or cost of insurance; litigation; failure to implement new initiatives or meet product introduction schedules; delivery of raw materials, parts and components from suppliers or increase in the price of supplies; adverse geopolitical developments; global climate change and risks relating to CSR and ESG; operating procedures and product requirements; future acquisitions, mergers or dispositions; system of internal controls; tax and regulatory compliance; currency exchange rates; laws and government regulations; failure to stay competitive amongst an increasing array of technology and entertainment offerings; the increase in technologically advanced or sophisticated digital and smart technology products; dependence on the Company’s key personnel; strikes or other union job actions; natural disasters or other catastrophic events; interest rates and the availability of credit; negative publicity and product reviews or leaks of information; website system failures; rapid developments in artificial intelligence; increased costs relating to sustainability goals; minority investments; production and sale of private label toys; dividends; market price of Subordinate Voting Shares; and the Company’s NCIB. These risk factors are not intended to represent a complete list of the factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All forward-looking statements in this Prospectus are qualified by these cautionary statements.

TRADEMARKS AND TRADE NAMES

This Prospectus includes trademarks, such as Spin Master™, which are protected under applicable intellectual property laws and are the property of, or licensed for use by, the Company. Solely for convenience, the Company’s trademarks and trade names referred to in this Prospectus may appear without the[®] or ™ symbols, but such references are not intended to indicate, in any way, that Spin Master will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks and trade names.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commissions or similar authorities in each of the provinces and territories of Canada are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the annual information form of the Company for the year ended December 31, 2023 dated March 21, 2024;
(b) the business acquisition report (the “ BAR ”) dated March 21, 2024 relating to the acquisition by the Company of MND Holdings I Corp (“ Melissa & Doug ”);
(c) the management information circular of the Company dated March 11, 2024 regarding the annual meeting of shareholders of the Company to be held on May 8, 2024;
(d) the audited annual consolidated financial statements of the Company for the years ended December 31, 2023 and December 31, 2022, together with the notes thereto, and the independent auditor’s report thereon; and
(e) management’s discussion and analysis of financial condition and financial performance of the Company for the year ended December 31, 2023.

All documents of the Company of the type described in Section 11.1(1) of Form 44-101F1 — Short Form Prospectus to National Instrument 44-101 — Short Form Prospectus Distributions (“ NI 44-101 ”), if filed by the Company with the provincial and territorial securities commissions or similar authorities in Canada after the date of this Prospectus and during the term of this Prospectus, shall be deemed to be incorporated by reference into this Prospectus.

Any template version of any “marketing materials” (as such term is defined in NI 44-101) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

A Prospectus Supplement containing the specific terms in respect of any Securities and the offering thereof will be delivered (except in cases where an exemption from such delivery requirements is available), together with this Prospectus, to purchasers of such Securities and will be deemed to be incorporated into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement, but only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains.

Any statement contained herein, including any document (or part of a document) incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other currently or subsequently filed document (or part of a document) that is later dated and also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Upon a new interim financial report and related management’s discussion and analysis of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous interim financial report and related management’s discussion and analysis of the Company most recently filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new annual financial statements and related management’s discussion and analysis of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous annual financial statements and related management’s discussion and analysis of the Company and the previous interim financial report and related management’s discussion and analysis of the Company most recently filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new annual information form of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, notwithstanding anything herein to the contrary, the following documents shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous annual information form; (ii) material change reports filed by the Company prior to the end of the financial year in respect of which the new annual information form is filed; (iii) business acquisition reports filed by the Company for acquisitions completed prior to the beginning of the financial year in respect of which the new annual information form is filed; and (iv) any information circular of the Company filed prior to the beginning of the Company's financial year in respect of which the new annual information form is filed. Upon a new management information circular prepared in connection with an annual general meeting of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous management information circular prepared in connection with an annual general meeting of the Company shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.

SPIN MASTER

The Company was formed by the amalgamation of Spin Master Corp. (formerly SML Investments Inc.), SML Investments 2008 Inc. and Varadi Bee Corp. pursuant to the filing of articles of amalgamation under the Business Corporations Act (Ontario) (the “ OBCA ”) on July 29, 2015. Articles of amendment were subsequently filed: (i) on July 29, 2015 to provide for the governing of the Company as a publicly-traded reporting issuer under applicable Canadian securities laws; (ii) on May 30, 2016 to increase the minimum number of directors of the Company from three (3) to seven (7); (iii) on May 6, 2021 to increase the maximum number of directors of the Company from eleven (11) to twelve (12); and (iv) on May 5, 2022 to increase the maximum number of directors from twelve (12) to fourteen (14). The predecessor corporation Spin Master Corp. (formerly SML Investments Inc.) was incorporated on June 9, 2004 under the OBCA, SML Investments 2008 Inc. was incorporated on April 21, 2008 under the OBCA, and Varadi Bee Corp. was incorporated on April 22, 2008 under the OBCA.

BUSINESS OF SPIN MASTER

Spin Master is a leading global children’s entertainment company creating exceptional play experiences through a diverse portfolio of innovative toys, entertainment franchises and digital games. Spin Master is focused on growth through continuous innovation, international sales growth, developing evergreen global entertainment properties, establishing a leading position in digital games and leveraging the Company’s global platform through strategic acquisitions.

Spin Master is best known for award-winning brands PAW Patrol , Hatchimals , Bakugan , Kinetic Sand , Air Hogs , Melissa & Doug , Rubik’s Cube and GUND , and is the global toy licensee for other popular properties. Spin Master Entertainment creates and produces compelling multiplatform content, through its in-house studio and partnerships with outside creators, including the preschool success PAW Patrol and numerous other original shows, short-form series and feature films. The Company has an established presence in digital games anchored by the Toca Boca and Sago Mini brands, offering open-ended and creative game and educational play in digital environments. Through Spin Master Ventures, the Company makes minority investments globally in emerging companies and start-ups.

Spin Master focuses on activating its brands across the Toys, Entertainment and Digital Games creative centres. Spin Master markets and sells a diverse portfolio of brands and products across all 11 categories of the toy industry directly through both traditional retail stores and ecommerce platforms globally. In certain international markets where the Company does not have a direct selling presence, products are sold through third-party distributors. Products are created and developed for the Company’s franchise brands or for partner licensed brands from third parties, with much of the licensed brands related to entertainment properties. Spin Master develops, produces and distributes entertainment content across various platforms globally and offers digital games which are sold as mobile applications and recurring

subscriptions. Spin Master’s brands and IP, encompassing toys, entertainment properties and digital games, are licensed out to third parties for a variety of promotional and merchandising uses for a wide range of consumer products which the Company does not manufacture.

Further information regarding the Company and its business is set out in the materials incorporated by reference in this Prospectus.

Consistent with past practice and in the normal course, the Company may have outstanding non-binding letters of intent and/or conditional agreements or may otherwise be engaged in discussions with respect to possible acquisitions and/or investments which may or may not be material. However, there can be no assurance that any of these letters, agreements and/or discussions will result in an acquisition or investment and, if they do, what the final terms or timing of any acquisition or investment would be. The Company expects to continue to actively pursue acquisition and investment opportunities during the period that this Prospectus remains valid.

DESCRIPTION OF SHARE CAPITAL

The Company’s authorized share capital consists of an unlimited number of Subordinate Voting Shares, an unlimited number of Multiple Voting Shares and an unlimited number of Preferred Shares. As of the date of this Prospectus, there were outstanding 35,437,443 Subordinate Voting Shares, 68,687,887 Multiple Voting Shares and no Preferred Shares. Further information regarding the Company and its business is set out in the materials incorporated by reference in this Prospectus.

DESCRIPTION OF SUBORDINATE VOTING SHARES

Any Prospectus Supplement for Subordinate Voting Shares will set forth the terms and other information with respect to the Subordinate Voting Shares being offered thereby, including: (i) the person offering the shares (the Company and/or the Selling Securityholder(s)); (ii) the number of Subordinate Voting Shares offered; (iii) the offering price (in the event that the offering is a fixed price distribution); (iv) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); and (v) any other material specific terms.

The Subordinate Voting Shares rank pari passu with the Multiple Voting Shares (collectively, the “ Voting Shares ”) with respect to the payment of dividends, return of capital and distribution of assets in the event of the liquidation, dissolution or winding up of Spin Master. The holders of the outstanding Subordinate Voting Shares and the outstanding Multiple Voting Shares are entitled to receive dividends out of assets legally available therefor at such times and in such amounts and form as the board of directors of the Company (the “ Board ”) may from time to time determine without preference or distinction between Subordinate Voting Shares and Multiple Voting Shares, and subject to any preferential rights of the holders of any outstanding preferred shares. Subordinate Voting Shares carry one vote per share and Multiple Voting Shares are entitled to 10 votes per share.

The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. The Company is exempt from the requirements of Section 12.3 of NI 41-101 on the basis that the Company was a private issuer immediately before filing the prospectus for its initial public offering of Subordinate Voting Shares.

Under applicable Canadian law, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid for Multiple Voting Shares, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing, the holders of all the outstanding Multiple Voting Shares (being entities controlled by Ronnen Harary, Anton Rabie and Ben Varadi (collectively, the “ Principal Shareholders ”), as well as Ben Varadi directly) have entered into a customary coattail agreement with Spin Master and Computershare Trust Company of Canada, as trustee, dated July 30, 2015 (the “ Coattail Agreement ”). The Coattail Agreement contains provisions customary for dual class, TSX-listed corporations, designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under the take-over bid provisions of applicable Canadian securities legislation to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares.

The undertakings in the Coattail Agreement do not apply to prevent a sale by any Principal Shareholder of Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that:

(a) offers a price per Subordinate Voting Share at least as high as the highest price per Voting Share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares;
(b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of Subordinate Voting Shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares to be sold (exclusive of Multiple Voting Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);
(c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no Voting Shares are purchased pursuant to the offer for Multiple Voting Shares; and
(d) is in all other material respects identical to the offer for Multiple Voting Shares.

In addition, the Coattail Agreement will not prevent the sale or transfer of Multiple Voting Shares by any Principal Shareholder, or any permitted transferee of any Principal Shareholder, to a permitted transferee of any Principal Shareholder, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable securities legislation). The conversion of Multiple Voting Shares into Subordinate Voting Shares, shall not, in of itself constitute a sale of Multiple Voting Shares for the purposes of the Coattail Agreement.

Under the Coattail Agreement, any sale of Multiple Voting Shares (including a transfer to a pledgee as security and a transfer to a permitted transferee of any Principal Shareholder) by a holder of Multiple Voting Shares party to the Coattail Agreement must be conditional upon the transferee or pledgee becoming a party to the Coattail Agreement, to the extent such transferred Multiple Voting Shares are not automatically converted into Subordinate Voting Shares in accordance with the articles of the Company.

The Coattail Agreement may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of the TSX and any other applicable securities regulatory authority in Canada, and (b) the approval of at least 66[2] /3% of the votes cast by holders of Subordinate Voting Shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to Subordinate Voting Shares held directly or indirectly by holders of Multiple Voting Shares, their affiliates and related parties and any persons who have an agreement to purchase Multiple Voting Shares on terms which would constitute a sale for purposes of the Coattail Agreement other than as permitted thereby.

No provision of the Coattail Agreement limits the rights of any holders of Subordinate Voting Shares under applicable law.

A copy of the Coattail Agreement is available under the Company’s profile on SEDAR+ at www.sedarplus.com.

Dividend Policy

The Company currently pays a quarterly cash distribution on its Subordinate Voting Shares and Multiple Voting Shares. The amount and timing of the payment of any dividends are not guaranteed and any determination to pay dividends in the future will be at the discretion of the Board and will depend on many factors and conditions existing from time to time that the Board may deem relevant, including the financial condition of the Company, general business conditions, restrictions regarding the payment of dividends to the Company by its subsidiaries in certain circumstances, financial covenants in credit agreements and regulatory requirements.

DESCRIPTION OF PREFERRED SHARES

The particular terms and provisions of Preferred Shares offered pursuant to a Prospectus Supplement will be described in such Prospectus Supplement, as well as: (i) the offering price of the Preferred Shares (in the event that the offering is a fixed price distribution); (ii) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); (iii) the title and designation of number of shares of the series of Preferred

Shares; (iv) the dividend rate or method of calculation, the payment dates for dividends and the place or places where the dividends will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends will begin to accumulate; (v) any conversion or exchange features or rights; (vi) whether the Preferred Shares will be subject to redemption and the redemption price and other terms and conditions relative to the redemption rights; (vii) any liquidation rights; (viii) any sinking fund provisions; (ix) any voting rights; (x) whether the Preferred Shares will be issued in fully registered or “book-entry only” form; (xi) any other rights, privileges, restrictions and conditions attaching to the Preferred Shares; (xii) any risk factors associated with the Preferred Shares; (xiii) whether the Preferred Shares will be listed on any securities exchange; and (xiv) any other material specific terms.

DESCRIPTION OF DEBT SECURITIES

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of Debt Securities offered pursuant to a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement. The following description and any description of Debt Securities in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable indenture and, if applicable, collateral arrangements relating to such Debt Securities.

The Debt Securities will be direct unsecured obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the relevant Prospectus Supplement. The senior Debt Securities will rank equal in right of payment to all other unsecured and unsubordinated indebtedness of the Company. The subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of the senior Debt Securities and all other senior indebtedness of the Company.

The Debt Securities will be issued under one or more indentures between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee and one or more other trustees or cotrustees (each, a “ Trustee ”), as supplemented and amended from time to time (each a “ Trust Indenture ” and, collectively, the “ Trust Indentures ”). The statements made hereunder relating to any Trust Indenture and the Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Trust Indenture.

Any Prospectus Supplement for Debt Securities will set forth the terms and other information with respect to the Debt Securities being offered thereby, and may include, where applicable: (i) the designation, aggregate principal amount and authorized denominations of the Debt Securities; (ii) the percentage of the principal amount at which the Debt Securities will be issued; (iii) the date or dates on which the Debt Securities will mature; (iv) the rate or rates per annum at which the Debt Securities will bear interest (if any), or the method of determination of such rates (if any); (v) the dates on which such interest will be payable and the record dates for such payments; (vi) the Trustee under the Trust Indenture pursuant to which the Debt Securities are to be issued; (vii) any redemption term or terms under which the Debt Securities may be defeased; (viii) whether the Debt Securities are to be issued in registered form, “bookentry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; (ix) any exchange or conversion terms; (x) any sinking or purchase fund provisions; (xi) any risk factors associated with the Debt Securities; (xii) whether the Debt Securities will be listed on any securities exchange; and (xiii) any other material specific terms.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following sets forth certain general terms and provisions of the Subscription Receipts. The Company may issue Subscription Receipts that may be exchanged by the holders thereof for Securities or other securities upon the satisfaction of certain conditions. The particular terms and provisions of the Subscription Receipts offered pursuant to a Prospectus Supplement, and the extent to which the general terms described below apply to those Subscription Receipts, will be described in such Prospectus Supplement. The following description and any description of Subscription Receipts in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable subscription receipt agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Subscription Receipts.

The Subscription Receipts will be issued under one or more subscription receipt agreements.

Any Prospectus Supplement for Subscription Receipts will contain the terms and conditions and other information with respect to the Subscription Receipts being offered thereby, and may include, where applicable: (i) the number of Subscription Receipts; (ii) the price at which the Subscription Receipts will be offered and whether the price is payable in instalments; (iii) conditions to the exchange of Subscription Receipts for Securities or other securities and the consequences of such conditions not being satisfied; (iv) the procedures for the exchange of the Subscription Receipts for Securities or other securities; (v) the number of underlying Securities or other securities that may be exchanged upon exercise of each Subscription Receipt; (vi) the dates or periods during which the Subscription Receipts may be exchanged for Securities or other securities; (vii) whether the Subscription Receipts and underlying Securities or other securities will be listed on any securities exchange; (viii) whether the Subscription Receipts and underlying Securities or other securities will be issued in fully registered or “book-entry only” form; (ix) any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; (x) any risk factors associated with the Subscription Receipts and underlying Securities or other securities; and (xi) any other material specific terms.

DESCRIPTION OF WARRANTS

The following sets forth certain general terms and provisions of the Warrants. The particular terms and provisions of the Warrants offered pursuant to a Prospectus Supplement, and the extent to which the general terms described below apply to those Warrants, will be described in such Prospectus Supplement. The following description and any description of Warrants in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable warrant agreement or indenture and, if applicable and collateral arrangements relating to such Warrants.

The Company may issue Warrants for the purchase of Debt Securities, Preferred Shares or Subordinate Voting Shares or other securities of the Company. Warrants will be issued under one or more warrant agreements or indentures between the Company and a warrant agent that the Company will name in the applicable Prospectus Supplement.

Any Prospectus Supplement for Warrants will contain the terms and other information with respect to the Warrants being offered thereby, and may include, where applicable: (i) the designation of the Warrants; (ii) the aggregate number of Warrants offered and the offering price; (iii) the quantity and terms of the Securities or other securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers; (iv) the exercise price of the Warrants; (v) the dates or periods during which the Warrants are exercisable; (vi) any minimum or maximum number of Warrants that may be exercised at any one time; (vii) whether the Warrants will be listed on any securities exchange; (viii) any terms, procedures and limitations relating to the transferability or exercise of the Warrants; (ix) whether the Warrants will be issued in fully registered or “book-entry only” form; (x) any other rights, privileges, restrictions and conditions attaching to the Warrants; (xi) any risk factors associated with the Warrants; and (xii) any other material specific terms.

DESCRIPTION OF UNITS

The following sets forth certain general terms and provisions of the Units. The particular terms and provisions of the Units offered pursuant to a Prospectus Supplement, and the extent to which the general terms described below apply to those Units, will be described in such Prospectus Supplement. The following description and any description of Units in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to any agreement and collateral arrangements relating to such Units.

The Company may issue Units comprised of more than one of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

Any Prospectus Supplement for Units will contain the terms and other information with respect to the Units being offered thereby, and may include, where applicable: (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of any Securities comprising the Units; (iii) whether the Units will be issued in fully registered or “book-entry only” form; (iv) any risk factors associated with the Units; (v) whether the units and the Securities comprising the Units will be listed on any securities exchange; and (vi) any other material specific terms.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided as required in the Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

Trading prices and volume of the Securities will be provided, as required, in each Prospectus Supplement to this Prospectus.

CAPITALIZATION

There have been no material changes in the Company’s share or loan capital on a consolidated basis since December 31, 2023, being the date on which the Company’s most recently completed financial period ended, which have not been disclosed in this Prospectus or in the documents incorporated by reference herein.

PRIOR SALES

Prior sales of the Securities will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

The use of proceeds of the sale of each issuance of Securities will be described in the Prospectus Supplement relating to the specific issuance of Securities. The Company will not receive any proceeds from any sale of Subordinate Voting Shares by the Selling Securityholders.

PLAN OF DISTRIBUTION

The plan of distribution with respect to an offering of Securities under this Prospectus will be described in the Prospectus Supplement for the applicable distribution of Securities.

SELLING SECURITYHOLDERS

Subordinate Voting Shares may be sold under this Prospectus by way of secondary offering by Selling Securityholders. No Selling Securityholder may distribute Subordinate Voting Shares pursuant to an “at-the-market distribution” in Canada. The Prospectus Supplement for or including any offering of Subordinate Voting Shares by Selling Securityholders will include the following information, to the extent required by applicable securities laws:

the names of the Selling Securityholders;
the number or amount of Subordinate Voting Shares owned, controlled or directed by each Selling Securityholders;
the number or amount of Subordinate Voting Shares being distributed for the account of each Selling Securityholder;
the number or amount of Subordinate Voting Shares to be owned by the Selling Securityholders after the distribution and the percentage that number or amount represents of the total number of outstanding Subordinate Voting Shares;
whether the Subordinate Voting Shares are owned by the Selling Securityholders both of record and beneficially, of record only, or beneficially only;
the date or dates the Selling Securityholder acquired the Subordinate Voting Shares;
if the Selling Securityholder acquired any Subordinate Voting Shares in the 12 months preceding the date of the applicable Prospectus Supplement, the cost thereof to the securityholder in the aggregate and on an average cost per security basis; and
if the Selling Securityholder is an associate or affiliate of another person or company named as a principal holder of voting securities in the Company’s information circular, the material facts of the relationship.

RISK FACTORS

Prospective investors in a particular offering of the Securities should carefully consider, in addition to information contained in the Prospectus Supplement relating to that offering and the information incorporated by reference herein for the purposes of that offering, the risk factor listed below and risks described in the documents incorporated by reference in the Prospectus as supplemented by the Prospectus Supplement relating to that offering, including the Company’s then-current annual information form, as well as the Company’s then-current annual management’s discussion and analysis and interim management’s discussion and analysis, if applicable, to the extent incorporated by reference herein for the purposes of that particular offering of Securities.

No Market for the Securities, other than the Subordinate Voting Shares

There is currently no trading market for any Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units that may be offered. No assurance can be given that an active or liquid trading market for these securities will develop or be sustained. If an active or liquid market for these securities fails to develop or be sustained, the prices at which these securities trade may be adversely affected. Whether or not these securities will trade at lower prices depends on many factors, including liquidity of these securities, prevailing interest rates and the markets for similar securities, the market price of the Company’s other securities, general economic conditions and the Company’s financial condition, historic financial performance and future prospects.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain material Canadian federal income tax consequences to an investor of the acquisition, ownership and disposition of any Securities offered thereunder.

LEGAL MATTERS

Unless otherwise specified in a Prospectus Supplement, certain Canadian legal matters in connection with offered Securities will be passed upon for the Company by Blake, Cassels & Graydon LLP. As at the date hereof, the partners and associates of each of Blake, Cassels & Graydon LLP beneficially own, directly or indirectly, less than 1% of any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of any associate or affiliate of the Company.

Spin Master currently, and from time to time, is involved in legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of the Company’s business, including assertions that Spin Master may be infringing patents or other intellectual property rights of others. Spin Master believes that the ultimate amount of liability, if any, for any pending claims of any type (either alone or combined) not otherwise described below will not materially affect its financial position or results of operations. Spin Master also believes that, if necessary, the Company would be able to obtain any required licenses or other rights to disputed intellectual property rights on commercially reasonable terms. However, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on Spin Master’s business because of defense costs, negative publicity, diversion of management resources and other factors. Spin Master’s failure to obtain any necessary license or other rights on commercially reasonable terms, or otherwise, or litigation arising out of intellectual property claims could materially adversely affect its business.

WELL-KNOWN SEASONED ISSUER

Each of the Canadian provincial and territorial securities regulatory authorities have adopted a series of substantively harmonized blanket orders, including Ontario Instrument 44-501 – Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers (Interim Class Order) , as extended pursuant to OSC Rule 44-502 – Extension to Ontario Instrument 44-501 – Certain Prospectus Requirements for Well-known Seasoned Issuers (together with the equivalent local blanket orders in each of the other provinces and territories of Canada, as extended, amended or varied, collectively, the “ WKSI Blanket Orders ”). This Prospectus has been filed by the Company in reliance on the WKSI Blanket Orders, which allow “well-known seasoned issuers” (as such term is defined in the WKSI Blanket Orders), or “WKSIs”, to file a final short form base shelf prospectus as the first public step in an offering, and exempt qualifying issuers from certain disclosure requirements relating to such final short form base shelf prospectus. As of the date hereof, the Company has determined it qualifies as a “well-known seasoned issuer”, as such term is defined under the WKSI Blanket Orders.

INTEREST OF EXPERTS

The Company’s auditor is Deloitte LLP, located in Toronto, Ontario. Deloitte LLP is independent of the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Ontario.

The audited financial statements of Melissa & Doug for the years ended December 29, 2023 and December 30, 2022, together with the notes thereto, which are contained in the BAR incorporated by reference herein were audited by PricewaterhouseCoopers LLP, as indicated in their report dated February 21, 2024, which is also incorporated by reference in this Prospectus. PricewaterhouseCoopers LLP has confirmed that it was independent with respect to Melissa & Doug in accordance with the rules of professional conduct under the American Institute of Certified Public Accountants Code of Professional Conduct, and its interpretations and rulings, as of the date of the audited financial statements of Melissa & Doug for the years ended December 29, 2023 and December 30, 2022.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Voting Shares is Computershare Investor Services Inc. at its principal offices in Toronto, Ontario.

PROMOTERS

Each of Marathon Investment Holdings Ltd., Trumbanick Investments Ltd. and LentilBerry Inc. was considered to be a promoter of the Company, within the past two years, within the meaning of Canadian provincial securities legislation. As of the date of this Prospectus, the assets of Marathon Investment Holdings Ltd., a company directly and indirectly controlled by Ronnen Harary, consist of limited assets beyond the direct and indirect beneficial ownership of 29,233,683 Multiple Voting Shares (42.6% of the outstanding Multiple Voting Shares) and no Subordinate Voting Shares, the assets of Trumbanick Investments Ltd., a company indirectly controlled by Anton Rabie, consist of limited assets beyond the direct and indirect beneficial ownership of 28,470,516 Multiple Voting Shares (41.4% of the outstanding Multiple Voting Shares) and no Subordinate Voting Shares, and the assets of LentilBerry Inc., a corporation indirectly controlled by Ben Varadi, consist of limited assets beyond the direct and indirect beneficial ownership of 7,432,740 Multiple Voting Shares (10.8% of the outstanding Multiple Voting Shares) and no Subordinate Voting Shares. Pursuant to a shareholder agreement amongst such parties, Messrs. Harary and Rabie also jointly control all Voting Shares held by the Principal Shareholders. Further information regarding the companies that may be considered to be promoters of the Company is set out in the materials incorporated by reference in this Prospectus.

EXEMPTIONS

Pursuant to a decision of the Autorité des marchés financiers dated April 11, 2024, the Company was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference herein and any Prospectus Supplement to be filed in relation to an “at-the-market distribution”. This exemption is granted on the condition that this Prospectus as well as the documents incorporated by reference herein and any Prospectus Supplement (other than in relation to an “at-the-market distribution”) as well as the documents incorporated by reference therein be translated into French if the Company offers Securities to Québec purchasers in connection with an offering other than in relation to an “at-the-market distribution”.

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser.

In addition, original purchasers of convertible or exchangeable Preferred Shares, Subscription Receipts, Warrants (unless the Warrants are reasonably regarded by the Company as incidental to the applicable offering as a whole) or convertible or exchangeable Debt Securities (or Units comprised in whole or in part of such Securities) will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of the convertible or exchangeable Preferred Share, Subscription Receipt, Warrant or the convertible or exchangeable Debt Security. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for, including the amount paid, if any, upon conversion, exchange or exercise of, the applicable convertible, exchangeable or exercisable security upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus.

However, purchasers of Securities distributed under an “at-the-market distribution” by the Company do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the Prospectus and any amendment relating to the Securities purchased by such purchaser because the Prospectus and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered to such purchaser, as permitted under Part 9 of NI 44-102. In addition, any remedies under securities legislation that a purchaser of Securities distributed under an “at-the-market distribution” by the Company may have against the Company or its underwriters for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus and any amendment relating to Securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the Prospectus referred to above.

In an offering of convertible or exchangeable Preferred Shares, Subscription Receipts, Warrants or convertible or exchangeable Debt Securities (or Units comprised in whole or in part of such Securities), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which convertible or exchangeable Preferred Shares, Subscription Receipts, Warrants or convertible or exchangeable Debt Securities (or Units comprised in whole or in part of such Securities) are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of this right of action for damages or consult with a legal adviser.

CERTIFICATE OF THE COMPANY

Dated: April 12, 2024

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) MAX RANGEL (Signed) MARK SEGAL Chief Executive Officer Chief Financial Officer The Board of Directors (Signed) JEFFREY COHEN (Signed) W. EDMUND CLARK Director Director

C-1

CERTIFICATE OF THE PROMOTERS