Mr. Mike Marrandino reports
PROPOSED SHARES FOR DEBT AND EXTENDS CONVERTIBLE DEBENTURE MATURITY DATE
Playgon Games Inc. intends to settle an aggregate of
$650,900 of debt, representing interest payments owed to the holders of previously issued convertible unsecured
debentures, through the proposed issuance of 65.09 million common shares of Playgon at a deemed issuance price of one cent per common share (calculated based on the applicable VWAP (volume-weighted average price) as
contemplated under the applicable supplement to the indenture (as defined below)).
The proposed issuance includes an aggregate issuance of 41,865,000 common shares (reflecting the settlement of
$418,650 in interest payment debt) to insiders of Playgon who participated in the financings. As previously disclosed,
the debentures were issued by Playgon on Jan. 19, 2023, March 24, 2023, May 3, 2023, and Dec. 29, 2023,
pursuant to a debenture indenture dated Jan. 19, 2023 (as supplemented by supplemental indentures on each of
the aforementioned dates) among Playgon and Odyssey Trust Company, as trustee. Pursuant to the terms of the indenture, Playgon is authorized, at its discretion, to satisfy any portion of
interest payments owed by way of the issuance of common shares by providing notice to the trustee. The proposed
shares-for-debt transaction is subject to the terms and conditions set forth in the policies of the TSX Venture Exchange
and the completion of the shares-for-debt transaction, as well as the issuance of the common shares, remains
subject to the review and approval of the TSX-V.
The portion of common shares issued to insiders of Playgon will be deemed a related party transaction in accordance
with TSX-V Policy 5.9 and Multilateral Instrument 61-101. Playgon intends to rely 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.
Completion of extension to maturity dates
The company is also announcing that, further to its previous press release dated Oct. 31, 2025, relating to the extension
of the maturity dates of the debentures, it has obtained the written approval of its holders of applicable debentures
holding at least 66-2/3rds per cent of the principal amount of each series of debentures as contemplated in the indenture. As a
result, the indenture has been further supplemented such that the debentures that were previously issued on
Dec. 29, 2023, Jan. 19, 2023, and March 23, 2023, and that were set to mature on Nov. 3, 2025, have all
been extended to March 31, 2026, being the new maturity date for the debentures. In accordance with the indenture,
as supplemented, interest will continue to accrue and become payable by the company on Dec. 31, 2025 (for the
debentures issued on Dec. 29, 2023), and otherwise will accrue and become payable at maturity for all issued
and outstanding debentures.
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, allows 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.
© 2025 Canjex Publishing Ltd. All rights reserved.