Mr. Jon Gill reports
PLAYGROUND ANNOUNCES LOAN
Playground Ventures Inc. has issued
a secured promissory note to a non-arm's-length lender of the company for in the amount of
$31,075. The loan shall mature on April 9, 2027, and is secured against all of the assets of the
company. The company may draw on the available proceeds of the note from time to time during the term, and the
amounts outstanding under the note bear interest of 8 per cent per annum, payable with any outstanding principal at the end of
the term, and the interest increases to 15 per cent per annum upon an event of default.
The loan contains certain other customary financial and other covenants and will be used for general working capital
purposes. The note is 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 lender or otherwise, to meet the company's long-term capital needs.
The issuance of the note constitutes a related party transaction, as defined in Multilateral Instrument 61-101, Protection
of Minority Security Holders in Special Transactions, as the lender is a director 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 note, 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 Ms. Fairhurst. No special committee was established in connection with the note,
and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.
We seek Safe Harbor.
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