Mr. Jon Gill reports

PLAYGROUND ANNOUNCES COMPLETION OF DEBT SETTLEMENT

Playground Ventures Inc., further to its press release of April 2, 2024, has settled an aggregate of $210,205.24 of indebtedness to certain creditors of the company through the issuance of 4,204,104 common shares in the capital of the company at a price of five cents per common share. The common shares issued pursuant to the debt settlement shall be subject to a four-month hold period and completion of the transaction remains subject to final acceptance of the Canadian Securities Exchange.

The debt settlement is constituted "related party transactions" as defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions, as certain insiders of the company received an aggregate of 1,688,542 common shares. 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 closing of the debt settlement, which the company deems reasonable.

The debt settlement was approved by the members of the board of directors of the company who are independent for the purposes of the debt settlement, being all directors other than Jon Gill, Harrison Reynolds and Emma Fairhurst.

No special committee was established in connection with the debt settlement, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.

We seek Safe Harbor.