Mr. Mike Marrandino reports
PLAYGON ANNOUNCES COMPLETION OF SECURED PROMISSORY NOTE EXTENSION AND UPSIZING AND SHARES FOR DEBT
Further to its previous press release, Playgon Games Inc. has obtained the approval of the TSX Venture Exchange and has entered into an amendment to
its existing secured promissory note with Pure Live Entertainment. Pursuant to the
amendment, the maturity date of the note has been extended to Sept. 30, 2026, and the amount that Pure Live
has agreed to make available to Playgon, at its sole discretion, in one or more advances over the term of the note, has
been further increased to an amount payable in U.S. dollars not to exceed $14-million (Canadian). All other terms of the note
have otherwise remained unchanged. All advances made under the note will 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, and all advances made
pursuant to the note shall continue to be guaranteed by a guarantee granted by Playgon Interactive Inc. (Playgon Interactive),
Playgon Malta Ltd. (Playgon Ltd.) and Playgon Malta Holding Ltd. (Playgon Holding), 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 subdiaries) 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.
Pure Live is a company owned by Kathleen Crook, a current control person of Playgon. The sole director and
officer of Pure Live is James Penturn, the former chairman of the company. The foregoing therefore constitutes a
related party transaction in accordance with TSX-V Policy 5.9 and Multilateral Instrument 61-101. Playgon has relied on available exemptions pursuant to MI 61-101 from the minority shareholder approval and formal
valuation 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.
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 (the initial debentures). The maturity dates
for each of the initial debentures were subsequently extended until March 31, 2026, 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, which Series 2 debentures matured on May 3, 2025, as also further extended until March 31, 2026.
Playgon is intending to seek to obtain the necessary approvals to further extend the maturity date for the debentures
from March 31, 2026, to Sept. 30, 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 is further extended until Sept. 30, 2026, to line up
with the maturity date with the secured promissory note: (i) with respect to the debentures issued on Jan. 19, 2023,
and March 23, 2023, an additional interest payment date will become effective on June 30, 2026, 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 March 31, 2026, and June 30,
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 June 30, 2026,
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.
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 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.
We seek Safe Harbor.
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