Playgon Games to settle $124,275 debt with shares

Mr. Mike Marrandino reports PROPOSED SHARES FOR DEBT Playgon Games Inc. intends to settle an aggregate of $124,275 of debt, representing interest payments owed to the holders as of Sept. 30, 2025, of previously issued convertible unsecured debentures, through the proposed issuance of 12,427,500 common shares of Playgon at a deemed issuance price of one cent per common share (calculated based on the applicable VWAP (volume-weighted average price) as contemplated under the applicable supplement to the indenture (as defined below)). The proposed issuance includes an aggregate issuance of approximately 11,865,000 common shares (reflecting the settlement of $118,650 in interest payment debt), which represent 95 per cent to insiders of Playgon who participated in the financings. As previously disclosed, the debentures were issued by Playgon on Dec. 29, 2023, pursuant to a debenture indenture dated Jan. 19, 2023 (as supplemented by a supplemental indenture on such date), among Playgon and Odyssey Trust Company, as trustee. Pursuant to the terms of the indenture, Playgon is authorized, at its discretion, to satisfy any portion of interest payments owed by way of the issuance of common shares by providing notice to the trustee. The proposed shares-for-debt transaction is subject to the terms and conditions set forth in the policies of the TSX Venture Exchange and the completion of the shares-for-debt transaction as well as the issuance of the common shares remains subject to the review and approval of the TSX-V. The portion of common shares issued to insiders of Playgon will be deemed a related party transaction in accordance with TSX-V Policy 5.9 and Multilateral Instrument 61-101. Playgon intends to rely on an available exemption pursuant to MI 61-101 from the minority shareholder approval and valuation requirements as neither the fair market value of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25 per cent of the issuer's market capitalization. About Playgon Games Inc. Playgon is a software-as-a-service (SaaS) 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 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.