Playgon Games to settle $124,275 debt with shares

Executive Summary

• Playgon Games Inc. proposes to settle $124,275 of accrued interest on its convertible unsecured debentures by issuing 12,427,500 common shares at a deemed price of $0.01 per share.
• Approximately 95 % (11,865,000 shares) of the issued shares will be allocated to insiders who participated in prior financings.
• The transaction is subject to TSX Venture Exchange policies and will rely on an exemption from minority‑shareholder approval because the consideration does not exceed 25 % of market capitalization.

Key Details

• Debt Settlement Amount: $124,275 representing interest accrued as of September 30, 2025.
• Shares Issued: 12,427,500 common shares at a deemed issuance price of $0.01 per share (based on applicable VWAP).
• Insider Allocation: 11,865,000 shares (~95 % of the total) to insiders who participated in earlier financings.
• Original Debenture Issue: Convertible unsecured debentures were issued on December 29, 2023 under an indenture dated January 19, 2023 (supplemented subsequently).
• Mechanism: Under the indenture, Playgon may satisfy interest obligations by issuing common shares upon notice to trustee Odyssey Trust Company.
• Regulatory Review: Completion of the transaction requires review and approval by the TSX Venture Exchange in accordance with its policies.
• Related‑Party Transaction: The insider share issuance is deemed a related‑party transaction per TSX‑V Policy 5.9 and Multilateral Instrument 61‑101.
• Exemption Reliance: Playgon will rely on an exemption under MI 61‑101 from minority shareholder approval and valuation requirements because the fair market value of the consideration does not exceed 25 % of the issuer’s market capitalization.

Notable Quotes

(No executive quotes were provided in the release.)