Playgon Games to settle $650,900 debt with shares

Executive Summary

• Playgon Games Inc. proposes to settle $650,900 of accrued interest on its convertible unsecured debentures by issuing approximately 65.09 million common shares at a deemed price of C$0.01 per share.
• Of the proposed shares, 41.865 million will be issued to insiders who previously participated in financings, constituting a related‑party transaction that will rely on an exemption from minority shareholder approval under MI 61‑101.
• The company has obtained holder consent to extend the maturity dates of its existing debentures (originally maturing 3 Nov 2025) to 31 Mar 2026, with interest continuing to accrue as specified in the indenture.

Key Details

• Debt Settlement: $650,900 of interest owed on previously issued convertible unsecured debentures will be settled by issuing 65.09 million common shares at a deemed issuance price of C$0.01 per share (based on VWAP per the indenture supplement).
• Insider Allocation: 41,865,000 shares (representing $418,650 of interest) will be issued to Playgon insiders who participated in earlier financings. This is treated as a related‑party transaction under TSX‑V Policy 5.9 and MI 61‑101.
• Exemption Reliance: The transaction does not exceed 25 % of market capitalization, allowing Playgon to rely on the MI 61‑101 exemption from minority shareholder approval and valuation requirements.
• Debenture Series Affected: Debentures issued on 29 Dec 2023, 19 Jan 2023, and 23 Mar 2023 (originally maturing 3 Nov 2025).
• Maturity Extension: All affected debentures now mature on 31 Mar 2026. Interest on the Dec 29 2023 series will continue to accrue and be payable on 31 Dec 2025; interest on all other series accrues and is payable at the new maturity date.
• Holder Approval: Written consent obtained from holders representing at least 66⅔ % of principal amount for each debenture series, satisfying the indenture’s amendment requirements.
• Regulatory Review: Completion of the shares‑for‑debt transaction and issuance of the common shares remains subject to TSX‑V policy compliance and trustee approval.

Notable Quotes

(No direct quotes were provided in the release.)