Playgon Announces Strategic Repositioning and Upcoming Annual and Special Meeting of Shareholders, Proposed Share Consolidation, Name Change, Settlement of Outstanding Debt and up to $10 Million Private Placement

On May 29, 2026, Playgon Games Inc. announced a sweeping strategic repositioning from its legacy physical live‑dealer studios to a software‑driven model centred on AI Dealer technology and remote live slots. To implement the pivot, the board will seek shareholder approval at a June 29, 2026 special meeting for three inter‑linked measures:

• A 100‑for‑1 share consolidation, reducing outstanding shares from roughly 551.3 million to about 5.5 million (before new issuances).
• A name change to “Dealone Interactive Inc.”
• A debt settlement converting approximately CAD$32 million of principal and accrued interest (as of June 30, 2026) into common shares at a deemed price of $0.01 per pre‑consolidation share – i.e., $1 per post‑consolidation share. This would issue up to ~31.99 million post‑consolidation shares, extinguishing almost all convertible debentures, promissory‑note‑related obligations, consulting fees, and trade payables.

Concurrently, the company is launching a non‑brokered private placement for up to $10 million at $1 per unit (post‑consolidation). Each unit comprises one common share and one two‑year warrant exercisable at $1.50. Proceeds will fund AI development, marketing, and working capital. The debt settlement for certain insiders (Kathleen Crook interests and James Penturn) is conditional on raising at least $6 million in the placement.

Additionally, the secured promissory note with Pure Live Entertainment Ltd. (a Crook‑controlled entity) is extended, with existing defaults waived, interest accruing until March 2027, and maturity pushed to June 30, 2028; the facility remains capped at up to CAD$14 million.

Post‑transaction, control person Kathleen Crook’s undiluted holding is expected to rise from ~19% pre‑consolidation to approximately 46%.

The most recent release is the culmination of a series of desperate, incremental financing moves that began in late 2025. Over the preceding months, Playgon repeatedly extended debt maturities, settled small interest payments with shares, and signed early‑stage AI‑dealer partnerships. The May 29 announcement transforms the company’s entire capital structure and strategy in one go:

• Immediate survival: The debt‑for‑equity swap eliminates CAD$31.97 million in liabilities – a sum over five times the company’s pre‑news market capitalisation. Without it, the company faced an imminent liquidity crisis and likely insolvency.
• Extreme dilution: Existing shareholders are being diluted to near‑oblivion. The 100:1 consolidation, followed by the issuance of ~32 million shares for debt plus up to 10 million shares for the placement, means that pre‑restructuring holders would own only a sliver of the new entity. Even the private placement is priced at the post‑consolidation floor ($1/share), offering no premium.
• Strategic pivot: Moving from a capital‑ and labour‑intensive human‑dealer model to a software‑centric AI platform is a radical change. The company had been essentially dormant; the new direction at least provides a narrative and a potential path to revenue, albeit with high execution risk.
• Insider / creditor control: The restructuring tightens the grip of CEO Darcy Krogh and control person Kathleen Crook, who will together dominate the post‑deal register. Minority shareholders will have little influence. The placement’s use‑of‑proceeds for “AI technology investments” and “marketing/branding” is vague.

The news is indisputably material – it fundamentally alters the balance sheet, share count, business model, and ownership. While the survival aspect is positive, the value destruction for existing holders is severe. The company is essentially being rebooted, giving it a fresh start but wiping out most past shareholders. Given the lifeline it provides and the potential for a new revenue stream, the net effect on the company’s prospects is positive.

Playgon Games Inc. (TSXV: DEAL) was originally a provider of human‑hosted live‑dealer casino solutions for iGaming operators. Its proprietary platform, a mobile‑first Live Dealer Solution, streamed real‑time table games. However, the company suspended active operations for an extended period, citing a “lengthy hiatus.” In late 2025, it attempted a return by licensing its legacy technology to Studioworks OÜ and simultaneously exploring an AI‑driven pivot.

The new flagship project is the AI Dealer Platform, co‑developed with Digital Nation Entertainment. It aims to replace human dealers with emotionally intelligent, multilingual artificial‑intelligence hosts that can run 24/7, reduce labour costs, and be deployed across multiple operators. A secondary initiative is Remote Live Slots, allowing players to interact with physical slot machines via live stream. The May 2026 repositioning adopts an OEM model where partners fund studio build‑outs, leaving Playgon as the software/platform provider.