Subject: Please disseminate the attached News Release ASAP
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File: Attachment Playgon - Press Release - Completion of June 30 SFD .pdf
FOR IMMEDIATE RELEASE
Playgon Announces Completion of Shares for Debt Settlement and Proposed Extension of Debenture
Maturity Date
VANCOUVER, British Columbia, September 25, 2026 Playgon Games Inc. (TSX-V: DEAL / OTC: PLGNF /
Frankfurt: 7CR) ("Playgon" or the "Company"), a proprietary SaaS technology company delivering mobile
AI-dealer technology to online gaming operators globally, announces that, further to its press release
dated July 27, 2026, it has obtained the final approval of the TSX Venture Exchange ("TSXV") for its
proposed shares for debt settlement with respect to accrued interest on its outstanding Debentures (as
defined below) as at June 30, 2026 (the "Shares for Debt"). Pursuant to the Shares for Debt, the Company
has issued 65,090,000 common shares at a price of CAD$0.01 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%) 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 TSXV 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% 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 January 19, 2023, March 23, 2023 and December 29, 2023, each series of which
initially matured on January 19, 2025, March 23, 2025 and December 29, 2024, respectively (the "Initial
Debentures"). The maturity dates for each of the Initial Debentures were subsequently extended until
March 31, 2026, and then subsequently to September 30, 2026, following receipt, in each case, of the
approval of at least 66 2/3% of the principal amount of the Initial Debentures outstanding for each
applicable series of Initial Debentures. The Company also previously issued an aggregate of $8,550,000 in
principal amount of unsecured convertible debentures on May 3, 2023 (the "Series 2 Debentures" and,
together with the Initial Debentures, the "Debentures"), which Series 2 Debentures matured on May 3,
2025, as also further extended until March 31, 2026 and, subsequently, until September 30, 2026. Playgon
is intending to seek to obtain the necessary approvals to further extend the maturity date for the
Debentures from September 30, 2026 to September 30, 2027. Pursuant to the terms of the convertible
debenture indenture and/or debenture certificate (as applicable), as amended and/or supplemented
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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 2/3% 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 September 30, 2027: (i) with respect to the
Debentures issued on January 19, 2023 and March 23, 2023, additional interest payment dates will
become effective on each of December 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
December 29, 2023, additional interest payment dates will become effective on each of September 30,
2026, December 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 December 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"). The Proposed Debenture Extension remains subject to the approval
of the TSX Venture Exchange 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 September 30, 2026 that would result from the completion of the Proposed
Debenture Extension, the Company intends to continue to satisfy such interest amounts via 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 Venture Exchange).
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 September 30, 2026 to September 30, 2027. Such extension
remains subject to the approval of Pure Live Entertainment, as well as the approval of the TSX Venture
Exchange.
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 September
2, 2026, commenced additional proceedings to enforce the judgment, which the Company intends to
dispute.
About Playgon Games Inc.
Playgon is a SaaS technology company focused on developing and licensing advanced AI-driven digital
content for the growing iGaming market. The Company provides a multi-tenant gateway that allows
online operators the ability to offer their customers innovative iGaming 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 turn-key solutions for online casinos, sportsbook operators, land-based operators,
media groups, and big database companies. For further information, please visit the Company's website
at www.playgon.com.
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For further information, contact:
Darcy Krogh, CEO
Tel: (604) 657-7273
Email: investor@playgon.com
Forward-Looking Statements
This release contains forward-looking statements, including with respect to the Company's intention or
ability to dispute the enforcement of the claim and all associated elements with respect to such claim, the
Company's ability and intention to obtain the requisite approvals to extend the Debentures and the
secured promissory note, as well as the Company's intention to pursue a shares for debt transaction for
any and all interest that accrues and becomes payable. Forward-looking statements, without limitation,
may contain the words believes, expects, anticipates, estimates, intends, plans, or similar expressions.
Forward-looking statements are not guaranteeing of future performance. They involve risks, uncertainties
and assumptions and actual results could differ materially from those anticipated. Forward looking
statements are based on the opinions and estimates of management at the date the statements are made
and are subject to a variety of risks and uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking statements. Except for historical
facts, the statements in this news release, as well as oral statements or other written statements made
or to be made by the Company, are forward-looking and involve risks and uncertainties. In the context of
any forward-looking information please refer to risk factors detailed in, as well as other information
contained in the Company's audited financial statements for the year ended December 31, 202 and
Management Discussion and Analysis for the year ended December 31, 2025 and other filings with
Canadian securities regulators (www.sedarplus.ca). Readers are cautioned not to place undue reliance on
these forward-looking statements. The forward-looking statements contained in this press release
represents the Company's current expectations. The Company disclaims any intention and assumes no
obligation to update or revise any forward-looking information, except if required by applicable securities
laws. There are no assurances any of the transactions referenced herein, including the completion of the
proposed transactions, will be completed on the terms and conditions referenced herein, or at all.
The TSXV has in no way passed upon the merits of the proposed transactions and has neither approved
nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider
(as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of
this release.
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