Mr. Mike Marrandino reports

PLAYGON ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES

Further to Playgon Games Inc.'s press release on Nov. 30, 2023, it has completed a non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds to the company of $4,971,000. The debentures will mature on Dec. 29, 2024, and each $1,000 principal amount of debenture will bear simple interest at 10 per cent per annum, calculated and paid quarterly in arrears. The company may, at its sole discretion, subject to the approval of the TSX Venture Exchange, elect to pay the accrued interest in cash or in common shares of the company at a price per share equal to the 25-day VWAP (volume-weighted average price) of the common shares on the TSX-V (or such other stock exchange where the majority of trading volume occurs) immediately preceding the date interest is due, subject to such deemed issuance price being no less than the maximum allowable discount permitted by the TSX-V. Holders of debentures will also be entitled to convert the principal amount of the debentures at any time on or prior to the maturity date into common shares at a price of five cents per common share, subject to standard adjustments. The debentures will not include any forced acceleration or early redemption rights by the company. Any net proceeds raised from the non-brokered offering is intended to be used by the company to finance continuing sales and marketing efforts in core European jurisdictions, to enter new markets including Latin America and North America, continuing development costs, launch new proprietary table game content, as well as for general working capital and corporate purposes.

A portion of the non-brokered offering representing $4,746,000 or 95.5 per cent of the total offering pursuant to the closing constitutes a related party transaction and is subject to Multilateral Instrument 61-101 and TSX-V Policy 5.9, notably as a result of an additional investment by a significant shareholder and control person of the company, Kathleen Crook, as well as by certain directors of the company. Each participation by insiders of the company in the non-brokered offering is exempt from the formal valuation and minority shareholder approval requirements pursuant to MI 61-101 as, at the time the transaction was agreed to, 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 an interested party of the company, exceeds 25 per cent of the company's market capitalization.

The debentures (including the underlying common shares) will be subject to a statutory hold period of four months plus one day following closing of the non-brokered offering and the non-brokered offering remains subject to the final approval of the TSX-V.

Proposed shares for debt

Playgon also announces that it intends to settle an aggregate of $532,250 of debt, representing interest payments owed to the holders of previously issued convertible unsecured debentures, via the issuance of 9,645,000 common shares at a deemed issuance price of five cents per common share (calculated based on the applicable VWAP as contemplated under the indenture (as defined herein)). As previously disclosed, the previous debentures were issued by Playgon on Jan. 19, 2023, March 24, 2023, and May 3, 2023, pursuant to a debenture indenture dated Jan. 19, 2023 (as supplemented on May 3, 2023), 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-V 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.

About Playgon Games Inc.

Playgon is a SaaS (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, e-table games and daily fantasy sports, 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, sportsbook operators, land-based operators, media groups and big database companies.

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