Mr. Mike Marrandino reports

PLAYGON PROPOSES FURTHER EXTENSION OF MATURITY DATES OF THE UNSECURED CONVERTIBLE DEBENTURES AND EXTENSION AND UPSIZING OF SECURED PROMISSORY NOTE

Playgon Games Inc. intends to seek the approval of the holders of its previously issued debentures (as defined below) to extend the maturity dates of the debentures from Nov. 3, 2025, to March 31, 2026. The company previously extended the maturity dates of the debentures from May 3, 2025, until Nov. 3, 2025. In addition, the company is seeking approval to upsize and extend its secured promissory note to March 31, 2026.

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 (the initial debentures). The maturity dates for each of the initial debentures were subsequently extended until May 3, 2025, and then subsequently extended until Nov. 3, 2025, following receipt 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 Nov. 3, 2025. Playgon is intending to seek to obtain the necessary approvals to further extend the maturity date for the debentures from Nov. 3, 2025, to March 31, 2026. 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 March 31, 2026: (i) with respect to the debentures issued on Jan. 19, 2023, and March 23, 2023, an additional interest payment date will become effective on Dec. 31, 2025, 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 Dec. 31, 2025, and March 31, 2026, 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, an additional interest payment date will become effective on Dec. 31, 2025, 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.

Secured promissory note

In addition to the foregoing, Playgon is also seeking an extension to both the term and amount of its previously announced secured promissory note with Pure Live Entertainment. As announced on Oct. 30, 2024, Playgon entered into the note pursuant to which Pure Live agreed to make available to Playgon, at Pure Live's sole discretion, one or more advances of immediately available funds over the term of the note, which advances would carry an annual interest rate equal to 10 per cent per annum accruing as of the date of the relevant advance until the note is repaid in full. While the note itself does not include an upper limit on the amount that can be advanced by Pure Live to Playgon, pursuant to the rules and policies of the TSX Venture Exchange, a maximum of $5-million was previously approved by the TSX-V, with any increases to such amount requiring a new approval from the TSX-V. As such and as agreed between Playgon and Pure Live, Playgon will be seeking approval from the TSX-V for an extension of the amount of the note from $5-million to $14-million, with all other terms remaining the same. All advances made pursuant to the note shall continue to be guaranteed by a guarantee granted by Playgon Interactive Inc., Playgon Malta Ltd. and Playgon Malta Holding Ltd., subsidiaries of Playgon, in favour of Pure Live and secured by a grant of security interest in all of Playgon's and Playgon Interactive's (including its subsidiaries) present and after-acquired personal property, a pledge of the shares held by Playgon in Playgon Holding and a pledge of the shares of Playgon Holding in Playgon Ltd., as further specified in the applicable security agreements. The aggregate unpaid principal amount of the note, all accrued and unpaid interest and all other amounts payable under the note shall be due and payable as at the expiry of the term of the note. Playgon may, at its discretion, prepay the note, in whole or in part at any time and from time to time by paying the principal amount to be prepaid, together with accrued interest thereon to date of prepayment. Playgon is also subject to various covenants and obligations under the note customary for transactions of this nature. Playgon will also seek an extension of the term of the note until March 31, 2026.

Pure Live is a company owned by Kathleen Crook, a current control person of Playgon. James Penturn, the former chairman of the company, is the sole director and officer of the noteholder. The foregoing therefore constitutes 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 requirements. Certain of the debentures are also held by related parties of Playgon and any transaction involving the debentures, insofar as they related to the debentures held by related parties, will also constitute a related party transaction and Playgon intends to rely on available exemptions pursuant to MI 61-101 and TSX-V Policy 5.9 from the minority shareholder approval requirements.

All net proceeds received by Playgon pursuant to the advances made under the note will continue to be used by Playgon for operating expenses, general corporate purposes and capital expenditures.

Both the proposed debenture extension and the proposed note extension remain subject to the 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 a live-dealer casino and e-table games that, 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.

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