Subject: Playground Ventures (PLAY:CSE) News Release April 11
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File: Attachment PLAY - Announce Bridge Notes - April 11, 2024.pdf
PLAYGROUND ANNOUNCES LOAN
TORONTO, ON April 11, 2024 Playground Ventures Inc. (the "Company") (CSE: PLAY), announces that it has issued
secured promissory grid notes (the "Bridge Notes") to certain lenders (the "Lenders") of the Company for available
proceeds to the Company of up to $100,000 (the "Loan"). The Loan has a term of April 30, 2024 (the "Term") and is secured
against all of the assets of the Company. The Company may draw on the available proceeds of the Bridge Notes from time
to time during the Term, and the amounts outstanding under the Bridge Notes bear interest of 8% per annum payable with
any outstanding principal at the end of the Term, and the interest increases to 15% per annum upon an event of default. In
addition, further to the Company's press release of February 16, 2023, the outstanding Bridge Notes issued on February
16, 2023, have been noted in default and now bear an interest of 15% per annum.
The Loan contains certain other customary financial and other covenants, and will be used for general working capital
purposes. The Bridge Notes are intended to provide immediate capital to the Company while it seeks additional sources of
capital, which may include the future issuance of other debt or equity securities, including, without limitation, a formal credit
facility, whether with the Lenders or otherwise, to meet the Company's long term capital needs.
The issuance of the Bridge Notes is constituted "related party transactions" as defined in Multilateral Instrument 61-101
Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as the Lenders are directors and/or officers of
the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty
and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-
101. The Company did not file a material change report in respect of the related party transaction at least 21 days before
the issuance of the Bridge Notes, which the Company deems reasonable.
The Loan was approved by the members of the board of directors of the Company who are independent for the purposes
of the Loan, being all directors other than Mr. Gill and Ms. Fairhurst. No special committee was established in connection
with the Bridge Notes, and no materially contrary view or abstention was expressed or made by any director of the Company
in relation thereto.
For further information, please contact:
Jon Gill, Chairman and Interim Chief Financial Officer
Tel: 416-361-1913
Email: investors@playgroundventures.com
Forward Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward
looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate",
"estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or
conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the
opinions and estimates of management at the date the information is provided, and is 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 information. For a description of the risks and uncertainties facing the Company and its business and affairs,
readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to
update forward-looking information if circumstances or management's estimates or opinions should change, unless required
by law. The reader is cautioned not to place undue reliance on forward-looking information.
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