Mr. Mike Marrandino reports

COMPLETION OF SHARES FOR DEBT

Playgon Games Inc. has completed its previously disclosed (see Oct. 1, 2024, news release) proposed shares for debt transaction. Pursuant to the shares for debt, the company issued an aggregate of 6,213,750 common shares of the company at a deemed issuance price per common share of two cents (calculated based on the applicable VWAP (volume-weighted average price) as contemplated under the applicable indenture (as defined herein)) in full and final satisfaction of an aggregate of $124,275 of debt, representing interest payments owed as at Sept. 30, 2024, to the holders of previously issued convertible unsecured debentures. Pursuant to the debenture indenture dated Jan. 19, 2023, as amended and/or supplemented from time to time, governing the debentures, the company may elect, at its sole discretion, to issue common shares in lieu of a cash payment owed on account of interest accrued on the debentures. The common shares were issued by Odyssey Trust Company, in its capacity as trustee under the indenture and as transfer agent to the company.

As previously disclosed, the issuance of common shares pursuant to the shares for debt also included an issuance of an aggregate of 5,932,500 common shares (95 per cent) to certain insiders of the company who also hold debentures. Such issuance is deemed a related party transaction in accordance with TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The company has relied on an available exemption pursuant to MI 61-101 from the minority shareholder approval and valuation requirements as neither the fair market value of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25 per cent of the issuer's market capitalization.

The shares for debt transaction remains subject to the final approval of the TSX-V.

About Playgon Games Inc.

Playgon is a software-as-a-service technology company focused on developing and licensing digital content for the growing i-gaming market. The company provides a multitenant gateway that allows on-line operators the ability to offer their customers innovative i-gaming software solutions. Its current software platform includes live dealer casino and e-table games, which, through a seamless integration at the operator level, allow customer access without having to share or compromise any sensitive customer data. As a true business-to-business digital content provider, the company's products are ideal turnkey solutions for on-line casinos, sports book operators, land-based operators, media groups and big-database companies.

We seek Safe Harbor.