Shellron Provides Update on Proposed Qualifying Transaction with SPX Management Ltd.

Executive Summary

• Shellron Capital Ltd. entered into an amendment to its definitive Share Purchase Agreement with SPX Management Ltd., extending the outside completion date from Nov 30 2025 to Jan 31 2026.
• As consideration for the extension, SPX will pay a non‑refundable $25,000 deposit to Shellron (in addition to the previously paid $50,000 advance).
• The previously announced bridge financing of up to 250,000 shares at $0.20 per share is no longer required following receipt of the $50,000 advance.

Key Details

• Amendment Date: November 25 2025.
• Extended Outside Date: Completion deadline moved from Nov 30 2025 → Jan 31 2026.
• Termination Right: Shellron may terminate if SPX fails to (i) deliver audited financial statements, (ii) secure at least $3.0 million in concurrent financing, or (iii) file the required filing statement with TSX‑V.
• Additional Deposit: SPX will pay a further $25,000 non‑refundable deposit to Shellron on or before January 6 2026.
• Advance Confirmation: The previously announced $50,000 advance from SPX has been completed; consequently the optional bridge financing of up to 250,000 common shares at $0.20 per share is cancelled.
• Expense Reimbursement: SPX remains responsible for all Shellron transaction expenses (legal, audit, advisory, TSX‑V fees, and reasonable disbursements).
• Exchange Ratio: 10 Shellron Shares will be issued for each SPX Share held, valued at $0.20 per Shellron Share, inclusive of any SPX Shares issued under the concurrent financing.
• Concurrent Financing Requirement: Minimum subscription target of $3.0 million must be met; failure may trigger termination rights.
• Other Transaction Terms: All other aspects of the transaction remain unchanged from prior announcements (April 17 2025 and June 9 2025).

Notable Quotes

(No direct quotes were provided in the release.)