Playgon announces the completion of a non-brokered private placement of unsecured convertible notes

Vancouver, British Columbia – (Newsfile Corp. – December 29, 2023) – Playgon Games Inc. (TSXV: DEAL) (OTC Pink: PLGNF) (FSE: 7CR) (“Playgon” or the “Pursue“), a proprietary SaaS technology company providing mobile live dealer technology to online gaming operators worldwide, is pleased to announce that it has completed a non-brokered private placement of unsecured convertible notes following its press release dated November 30, 2023 ( The “Bonds“) for aggregate gross proceeds to the Company of CAD$4,971,000 (the “Non-brokered offer“). The Notes will mature on December 29, 2024 and each $1,000 principal amount of the Notes will bear interest at a simple rate of 10% per annum, calculated and paid quarterly in arrears. The Company may, in its sole discretion subject to the approval of the TSX Venture Exchange (the “TSXV“), elect to pay the accrued interest in cash or in shares of the Company’s common stock (“Common shares“) at a price per share equal to the 25-day VWAP of the common shares on the TSXV (or other exchange on which the majority of trading volume occurs) immediately prior to the due date of interest, subject to such deemed issue price not being less than that maximum discount permitted by the TSXV. Holders of the Notes also have the right to convert the principal amount of the Notes into shares of Common Stock at any time on or before the maturity date at a price of $0.05 per common share. Standard Adjustments. The Notes do not contain any enforced early redemption or early redemption rights of the Company. All net proceeds from the non-brokered offering are intended to be used by the Company to fund ongoing sales and marketing efforts in key European jurisdictions, to develop new markets, including Latin America and North America, ongoing development costs, launch of new proprietary table game content, and for general working capital and corporate purposes .

A portion of the Non-Brokered Offering, representing $4,746,000 or 95.5% of the Total Offering as per the Closing, constitutes a “Related Party Transaction” and is subject to Multilateral Instrument 61-101 (“Multilateral Instrument 61-101”) ).MI 61-101“) and TSXV Policy 5.9, particularly as a result of an additional investment by a significant shareholder and “controller” of the Company, Ms. Kathleen Crook, and certain directors of the Company. Any participation by Company insiders in the Non-Brokered Offer is separate from the formal Valuation and approval requirements of the minority shareholders in accordance with MI 61-101 excluded, since at the time of the agreement of the transaction neither the fair value of the item nor the fair market value was the consideration for the transaction if an interested party of the company is involved, 25 % of the company’s market capitalization.

The Notes (including the underlying common shares) are subject to a statutory hold period of four months plus one day following the closing of the non-brokered offering and the non-brokered offering remains subject to final approval of the TSXV.

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Act of 1933“) or state securities laws and may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S under the 1933 Act) absent an exemption from the registration requirements of these laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or for the account or benefit of U.S. persons (as that term is defined in Regulation S under) the law of 1933).

Suggested stocks for debt

Playgon also announces that it intends to settle debts totaling $532,250. These are interest payments owed to holders of previously issued unsecured convertible notes (the “Previous Notes“) by issuing 9,645,000 shares of common stock at a deemed issue price of $0.05 per share of common stock (calculated based on the applicable VWAP pursuant to the Indenture (as defined below)). As previously announced, the prior notes by Playgon issued on January 19, 2023, March 24, 2023 and May 3, 2023 pursuant to a debenture agreement dated January 19, 2023 (as amended on May 3, 2023) (the “Contract“) between Playgon and Odyssey Trust Company as trustee (the “Trustee“). Subject to the terms of the Agreement, Playgon will have the right, at its sole discretion, to settle any portion of the interest payments owed through the issuance of Common Shares by notice to the Trustee. The proposed Shares for the Debt Transaction are subject to compliance with the policies set forth in the policies of the TSXV Terms and conditions and the completion of the stock-to-debt transaction and the issuance of the common shares remain subject to review and approval by the TSXV.

About Playgon Games Inc.

Playgon is a SaaS technology company focused on developing and licensing digital content for the growing iGaming market. The company provides a multi-tenant gateway that enables online operators to offer innovative iGaming software solutions to their customers. The current software platform includes Live Dealer Casino, E-Table Games and Daily Fantasy Sports, enabling customer access through seamless operator-level integration without the need to share or compromise sensitive customer data. As a true business-to-business digital content provider, the company’s products are ideal turnkey solutions for online casinos, sports betting operators, land-based operators, media corporations and large database companies. For more information, please visit the Company’s website at www.playgon.com.

For further information please contact:
Mike Marrandino, director
Phone: (604) 722-5225
E-mail: [email protected]

Forward-Looking Statements

This press release contains forward-looking statements, including with respect to the Company’s intended use of proceeds from the non-brokered offering, the final approval of the TSXV and the proposed shares in the debt transaction. Forward-looking statements may include, without limitation, the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions and actual results may differ materially from those expected. Forward-looking statements are based on management’s opinions and estimates as of the date such statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Other than statements of historical fact, the statements in this press release and Playgon’s oral statements or other written statements are forward-looking and are subject to risks and uncertainties. For forward-looking information, please refer to the risk factors in detail and other information contained in the Company’s audited financial statements for the year ended December 31, 2022 and in the Management Discussion and Analysis for the year ended December 31, 2022 and other filings with Canadian securities regulatory authorities (www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this press release reflect Playgon’s current expectations. Playgon disclaims any intention and undertakes no obligation to update or revise any forward-looking information, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/192784

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