Mr. Darcy Krogh reports
PLAYGON ANNOUNCES COMPLETION OF SHARES FOR DEBT SETTLEMENT AND PROPOSED EXTENSION OF DEBENTURE
MATURITY DATE
Further to its press release
dated July 27, 2026, Playgon Games Inc. has obtained the final approval of the TSX Venture Exchange for its
proposed shares-for-debt settlement with respect to accrued interest on its outstanding debentures (as
defined below) as at June 30, 2026. Pursuant to the shares-for-debt settlement, the company
has issued 65.09 million common shares at a price of one cent per common share in settlement of
aggregate accrued interest of approximately $650,090, including the issuance of 41,865,000 common
shares to insiders of Playgon (representing approximately 64 per cent) in settlement of aggregate accrued
interest of approximately $418,650. Please refer to the press release of the company dated July 27, 2026,
for additional details.
The portion of common shares issued to insiders of Playgon was deemed a related party transaction in
accordance with TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security
Holders in Special Transactions. Playgon has relied on an available exemptions 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.
Proposed extension of debenture maturity dates
As previously disclosed, the company issued an aggregate of $7,066,000 in principal amount of unsecured
convertible debentures on Jan. 19, 2023, March 23, 2023, and Dec. 29, 2023, each series of which
initially matured on Jan. 19, 2025, March 23, 2025, and Dec. 29, 2024, respectively (he initial
debentures). The maturity dates for each of the initial debentures were subsequently extended until
March 31, 2026, and then subsequently to Sept. 30, 2026, following receipt, in each case, of the
approval of at least 66-2/3rds per cent of the principal amount of the initial debentures outstanding for each
applicable series of initial debentures. The company also previously issued an aggregate of $8.55-million in
principal amount of unsecured convertible debentures on May 3, 2023 (the Series 2 debentures), which Series 2 debentures matured on May 3,
2025, as also further extended until March 31, 2026, and, subsequently, until Sept. 30, 2026. Playgon
is intending to seek to obtain the necessary approvals to further extend the maturity date for the
debentures from Sept. 30, 2026, to Sept. 30, 2027. Pursuant to the terms of the convertible
debenture indenture and/or debenture certificate (as applicable), as amended and/or supplemented
from time to time, governing the debentures, the company may authorize the trustee to extend the time
of payment of any principal amount of debentures outstanding upon obtaining the approval from the
holders of at least 66-2/3rds per cent of the principal amount of the debentures outstanding for each applicable
series of debentures that have been issued. To the extent the requisite approvals are obtained and the
maturity date for the debentures further extended until Sept. 30, 2027: (i) with respect to the
debentures issued on Jan. 19, 2023, and March 23, 2023, additional interest payment dates will
become effective on each of Dec. 31, 2026, and June 30, 2027, and interest will thereafter continue
to accrue and become due and payable on maturity; (ii) with respect to the debentures issued on
Dec. 29, 2023, additional interest payment dates will become effective on each of Sept. 30,
2026, Dec. 31, 2026, March 31, 2027, and June 30, 2027, and interest will thereafter continue to
accrue and become due and payable on maturity; and (iii) with respect to the debentures issued on May
3, 2023, additional interest payment dates will become effective on each of Dec. 31, 2026, and June
30, 2027, and interest will thereafter continue to accrue and become due and payable on maturity. Other
than the foregoing proposed amendments, no other changes are being sought to the debentures. The proposed debenture extension remains subject to the approval
of the TSX-V and the approval of the requisite number of holders of debentures as
outlined above. As per the terms of the debentures, with respect to each interest payment date, notably
the interest payment date of Sept. 30, 2026, that would result from the completion of the proposed
debenture extension, the company intends to continue to satisfy such interest amounts through the issuance
of common shares, which the company will announce in due course upon completion of the proposed
debenture extension (and subject as well to the approval of the TSX-V).
In connection with the foregoing, the company will also work with Pure Live Entertainment, its secured
lender under the previously announced secured promissory note, to also seek an extension of the
maturity date for the secured note from Sept. 30, 2026, to Sept. 30, 2027. Such extension
remains subject to the approval of Pure Live Entertainment as well as the approval of the TSX-V.
Additional update
As previously disclosed, on April 10, 2024, a third party lender commenced a claim against Playgon
Interactive, a wholly owned subsidiary of the company, for $227,330.59 in outstanding principal and
interest. On April 30, 2026, the lender obtained a judgment against Playgon Interactive and, on Sept. 2, 2026, commenced additional proceedings to enforce the judgment, which the company intends to
dispute.
About Playgon Games Inc.
Playgon is a software-as-a-service (SaaS) technology company focused on developing and licensing advanced AI-driven (artificial intelligence) 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 under development includes AI 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.
© 2026 Canjex Publishing Ltd. All rights reserved.