Vancouver, British Columbia--(Newsfile Corp. - May 29, 2026) - Playgon Games Inc. (TSXV: DEAL) (OTC Pink: PLGNF) (FSE: 7CR) ("Playgon" or the "Company"), a propriety SaaS technology company delivering mobile live dealer technology to online gaming operators globally, is pleased to announce that it will hold its next annual and special meeting (the "Meeting") of its shareholders (the "Shareholders") on June 29, 2026 for purposes of, among other things, approving a share consolidation (the "Share Consolidation") and a settlement of outstanding debt in consideration for the issuance of common shares ("Common Shares") of the Company (the "Debt Settlement"). In connection with the Meeting, a management information circular of the Company (the "Circular") will be filed and mailed to the Shareholders of record as at the applicable record date on or about May 29, 2026, and will be available under the Company's SEDAR+ profile available for viewing at www.sedarplus.ca. Shareholders are encouraged to refer to the Circular for additional information regarding the above noted transactions, including the conditions for completion.
Strategic Repositioning
In addition to the corporate matters to be considered at the Meeting, the Company is advancing a broader strategic repositioning intended to align the Company with what management believes are the next major growth opportunities in live casino entertainment. The Company is evolving from a primarily human-hosted live dealer studio model toward a scalable, software-driven platform strategy focused on technology licensing, recurring revenue and new forms of interactive live gaming content.
The Company's new strategy is expected to be anchored by three complementary business verticals all developed around its core technology: (i) continued support for traditional live dealer opportunities under an OEM model, where partners or customers fund the studio build-out and ongoing operating costs, while Playgon provides the underlying certified platform, game technology and support services in exchange for recurring platform fees or revenue share; (ii) the development of remote live slots, a new product vertical designed to allow online players to remotely engage with physical slot machines through the Company's live streaming and gaming technology; and (iii) the development of the Company's next-generation AI Dealer platform, which is designed to bring together the Company's certified gaming technology, live dealer expertise, established operator and aggregator integrations, and regulatory compliance experience with advanced digital-human animation, artificial intelligence, and multilingual natural-speech capabilities to create a scalable, AI-powered live casino solution.
Management believes the AI Dealer initiative has the potential to materially change the economics of live casino operations by reducing the reliance on traditional studio staffing, supporting 24/7 table availability, enabling rapid localization and branded dealer experiences, and allowing operators to launch customized live casino content with a more scalable cost-efficient structure.
The Company believes this product direction initiative and existing platform assets, provides a foundation to pursue higher-margin recurring revenue opportunities and expand the Company's addressable market in the global iGaming industry.
"This is not only about cleaning up the balance sheet and providing a fresh injection of capital to underwrite our new direction; it is about positioning the Company for its next phase for growth," said Darcy Krogh, Chief Executive Officer of the Company. "We believe the future of live casino entertainment will be more intelligent, more scalable, more personalized and more software-driven led by advancements in artificial intelligence technology. Our strategy here is to combine the Company's live gaming experience, certified core technology, existing integration pipeline and new AI-driven product initiatives to create a more efficient and differentiated offering for the iGaming industry and our shareholders."
Share Consolidation
The board of directors of the Company (the "Board") has approved the Share Consolidation on the basis of one hundred (100) pre-consolidation Common Shares for every one (1) post-consolidation Common Share. In accordance with the Company's articles (the "Articles"), the Share Consolidation will require that it be approved by the Shareholders pursuant to an ordinary resolution passed at the Meeting.
As of the record date for the Meeting, and without including the shares proposed to be issued under the Debt Settlement and the Private Placement (as further defined below), there are 551,284,151 Common Shares issued and outstanding. Following the Share Consolidation, there will be approximately 5,512,842 post-consolidation Common Shares issued and outstanding. No fractional Common Shares will be issued as a result of the Share Consolidation, and each fractional Common Share remaining after conversion that is less than ½ of a share will be cancelled and each fractional Common Shares remaining after conversion that is at least ½ of a share will be changed to one whole Common Share in accordance with the requirements of the Business Corporations Act (British Columbia) ("BCBCA").
The exercise or conversion price and the number of Common Shares issuable under any of the Company's outstanding stock options, warrants and any other convertible securities will be proportionately adjusted upon the Share Consolidation becoming effective, in accordance with their respective terms.
Subject to the receipt of all necessary approvals, the Share Consolidation is expected to become effective shortly following the Meeting (the "Effective Date"), and the post-consolidation Common Shares are expected to commence trading on the TSX Venture Exchange ("TSXV") on or about the Effective Date. Additional information regarding the Effective Date, the new CUSIP/ISIN information and the additional procedures for registered shareholders to follow to exchange their pre-consolidation Common Shares for post-consolidation Common Shares will be further communicated by the Company by news release ahead of the Effective Date.
Name Change
The Board has also approved the Name Change from "Playgon Games Inc." to "Dealone Interactive Inc." (subject to approval and confirmation from the applicable registrar). In accordance with the Articles, the Name Change does not require shareholder approval and has been approved by the Board.
In connection with both the Share Consolidation and the Name Change, the Company will, upon receipt of all requisite approvals, file articles of amendment with the Registrar of Companies under the BCBCA. Both the Name Change and the Share Consolidation are expected to take effect concurrently on the Effective Date, or shortly thereafter, and the post-consolidation Common Shares will commence trading on the TSXV under the Company's new name as at such date. No action will be required by existing Shareholders in connection with the Name Change, and no certificates representing Common Shares of the Company will be affected or need to be exchanged (as it pertains to the Name Change, but subject to the procedures to be followed as part of the Share Consolidation). The Company encourages shareholders with any questions or concerns to contact their broker or intermediary.
Debt Settlement
The Company is proposing to enter into subscription and set-off agreements ("Subscription and Set-Off Agreements") pursuant to which creditors of the Corporation will agree to settle the indebtedness owing to them through the issuance of Common Shares by the Company at a price of CAD$0.01 on a pre-consolidation basis (or $1 per Share on a post-consolidation basis), being the last closing price of the Common Shares on the TSXV prior to announcement or, if greater, the applicable minimum acceptable price required by TSXV policies.
As at March 31, 2026: (a) CAD$15,491,000 aggregate principal amount of unsecured convertible debentures (the "Debentures") was outstanding (on which approximately CAD$650,900 of interest is expected to accrue as at June 30, 2026, being the anticipated closing date), and of which (i) Kathleen Crook, a current "Control Person" of Playgon, has a beneficial interest in CAD$10,685,000 aggregate principal amount of Debentures (on which approximately CAD$417,125 of interest is expected to accrue as at June 30, 2026), (ii) CAD$31,000 aggregate amount of Debentures is owned, indirectly, by Mr. Mike Marrandino, a current director of Playgon (on which approximately CAD$775 of interest is expected to accrue as at June 30, 2026), and (iii) CAD$30,000 aggregate amount of Debentures is owned by Mr. Robert Soper, a current director of Playgon (on which approximately CAD$750 of interest is expected to accrue as at June 30, 2026); (b) CAD$9,118,601 was outstanding pursuant to cash loans made under promissory notes entered into by the Company (on which approximately CAD$2,490,744 of interest is expected to accrue as at June 30, 2026), and of which CAD$7,948,601 is owed to parties that Ms. Kathleen Crook has a direct or indirect beneficial interest in (on which approximately CAD$1,936,959 of interest is expected to accrue as at June 30, 2026); (c) CAD$3,389,444 is outstanding in respect of various unpaid consulting fees and other related fees owed by the Company, of which CAD$3,193,912 is owed to certain members of management and the Corporation's board of directors, namely: (i) CAD$65,000 is owed to Mr. Robert Soper, (ii) CAD$70,875 is owed to Mr. Mike Marrandino, (iii) CAD$903,829 is owed to Mr. Darcy Krogh, the current President and CEO of the Company and current member of the board, (iv) CAD$508,333 is owed to Mr. Guido Ganschow, and (v) CAD$1,645,875 is owed to Mr. James Penturn, the former chairman of the Corporation and the spouse of Ms. Kathleen Crook (as at June 30, 2026, such amounts expected to be approximately, and respectively, CAD$3,648,028, of which CAD$3,418,712 will be owed to those members of management and the Corporation's board of directors, namely CAD$72,500 owed to Mr. Robert Soper, CAD$78,750 owed to Mr. Mike Marrandino, CAD$962,500 owed to Mr. Darcy Krogh, CAD$558,333 owed to Mr. Guido Ganschow and CAD$1,746,629 (being an amount of approximately £953,325 as converted using the Bank of Canada rate as in effect on March 31, 2026, being £1 = CAD$1.8321) owed to Mr. James Penturn); and (d) CAD$569,200 is outstanding in respect of various trade payables owed to third parties of the Corporation (collectively, all indebtedness hereinafter referred to as the "Outstanding Debt").
Based on the anticipated closing date of June 30, 2026, and assuming that all holders of Debentures and other creditors of Playgon execute Subscription and Set-Off Agreements and that the Debt Settlement be undertaken based on a post-consolidation price of $1 per Share, it is anticipated that up to 31,986,474 Common Shares (on a post-consolidation basis) will be issued in full and final satisfaction of approximately CAD$31,968,473.31 of aggregate indebtedness and accrued interest, including up to 20,987,685 Common Shares to be issued to parties that Ms. Kathleen Crook has a direct or indirect beneficial interest in full and final satisfaction of approximately CAD$20,987,685 of aggregate indebtedness and accrued interest owed to parties that Ms. Kathleen Crook has a beneficial interest, up to 110,525 Common Shares to be issued to Mr. Mike Marrandino in full and final satisfaction of approximately CAD$110,525 of aggregate indebtedness and accrued interest owed to him, up to 103,250 Common Shares to be issued to Mr. Robert Soper in full and final satisfaction of approximately CAD$103,250 of aggregate indebtedness and accrued interest owed to him, up to 962,500 Common Shares to be issued to Mr. Darcy Krogh in full and final satisfaction of approximately CAD$962,500 of aggregate indebtedness and accrued interest owed to him, up to 558,333 Common Shares to be issued to Mr. Guido Ganschow in full and final satisfaction of approximately CAD$558,333 of aggregate indebtedness and accrued interest owed to him, and up to 1,746,629 Shares to be issued to Mr. James Penturn in full and final satisfaction of approximately CAD$1,746,629 of aggregate indebtedness and accrued interest owed to him.
Any portion of the Debt Settlement relating to related parties of the Company will be considered a "related-party transaction" within the meaning of TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Company will, in addition to seeking the approval of its Shareholders as outlined above, also be seeking disinterested shareholder approval at the Meeting which will exclude the voting of any Common Shares held by the interested parties of the Company. The Company will rely on the exemption in Section 5.5(b) of MI 61-101 with respect to not obtaining any formal valuations in connection with such transaction.
Private Placement
The Company is also pleased to announce that it will be seeking to complete a non-brokered private placement financing of units ("Units") for aggregate gross proceeds of up to $10 million at a post-consolidation price of $1 per Unit. Each Unit will consist of one Common Share and one Common Share purchase warrant ("Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share at a post-consolidation price of $1.50 per Common Share for a period of 2 years from the closing date of the offering (the "Private Placement").
The Units are intended to be offered (i) pursuant to the "listed issuer financing exemption" under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended and supplemented by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators (the "LIFE Exemption"). The securities issued under the LIFE Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
An offering document (the "Offering Document") relating to the Private Placement has been prepared in accordance with applicable requirements for the LIFE Exemption and is available under the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at www.playgon.com. Prospective investors should read the Offering Document before making an investment decision.
The Private Placement is expected to close immediately following the completion of the Share Consolidation and Name Change, and contemporaneously with the closing of the Debt Settlement, or on such later date as may be mutually agreed between the Company, the investors under the Private Placement and the holders of Debt as part of the Debt Settlement. Closing of the Private Placement is subject to normal course closing conditions and approvals, including those conditions set forth herein.
The Company intends to use the net proceeds of the Private Placement for additional investments in its AI dealer technology, marketing and branding, development staff and gaming costs and general and administrative expenses and other working capital purposes, the whole as further detailed in the Offering Document.
In connection with the Private Placement, the Company may also pay certain commissions and/or finders' fees to eligible brokers and finders, subject to compliance with the applicable TSXV rules and Canadian securities laws. Details of any commissions and finders' fees will be further detailed in a subsequent news release of the Company.
The Units (and the underlying securities) to be offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Summary of Issuances and Early Warning Disclosure
Assuming (i) closing of the Share Consolidation, Debt Settlement and the Private Placement as at the closing date referenced above, being June 30, 2026 (ii) that all holders of Outstanding Debt agree to convert their Outstanding Debt for Common Shares of the Company, being an aggregate amount of CAD$31,968,473.31 Outstanding Debt settled in consideration for the issuance of 31,968,474 post-consolidation Common Shares, (iii) closing of the Private Placement for aggregate gross proceeds of CAD$10 million and the issuance of 10,000,000 post-consolidation Common Shares, and (iv) that all issuances made under the Private Placement and the Debt Settlement will be done at an issuance price of $1 per post-consolidation Common Share, an aggregate of 41,968,474 post-consolidation Common Shares will be issued in connection with the proposed transactions. Assuming there will still be 551,284,151 Common Shares issued and outstanding on the closing date, but immediately prior to closing of the transactions, and that 5,512,842 Common Shares will be issued and outstanding immediately following the completion of the Share Consolidation but prior to closing of the other transactions, an aggregate of 47,481,316 Common Shares, on a post-consolidation basis, are expected to be issued and outstanding following closing of the transactions, and subject to the assumptions referenced herein.
Ms. Kathleen Crook is a current significant shareholder and "Control Person" of the Company, has direct or indirect beneficial ownership of, or exercises control and direction over, 104,159,209 pre-consolidation Common Shares, representing approximately 19% of the total issued and outstanding Common Shares on a non-diluted basis and exercises control and direction over or has a direct or indirect beneficial interest in $10,685,000 principal amount of Debentures. Assuming conversion of all Outstanding Debt held by Ms. Crook, being an aggregate of CAD$20,987,685, and the issuance of 20,987,685 post-consolidation Common Shares, Ms. Crook would hold, or exercise direction or control or have a direct or indirect beneficial interest over 22,029,277 post-consolidation Common Shares, representing approximately 46% of the total issued and outstanding Common Shares on a non-diluted basis.
The early warning disclosures above are issued pursuant to National Instrument 62-103 - The Early Warning Systems and Related Take-Over Bids and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters ("Early Warning Report"). The Early Warning Report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of the Company at www.sedarplus.ca.
The head office of the Company is 1100-1199 West Hastings, Vancouver, British Columbia, V6E 3T5.
TSXV Matters and Approvals
Completion of the Share Consolidation, Name Change, Debt Settlement and the Private Placement are subject to a number of conditions, including, but not limited to, TSXV approval and the approval, where applicable, of the Shareholders (including, where applicable, disinterested shareholder approval). Where applicable, the Share Consolidation, the Name Change, the Debt Settlement and the Private Placement cannot close until the required Shareholder approvals are obtained. Such transactions are also subject to other conditions as more fully detailed in the Circular. In particular, it is also a condition for the parties that hold the debt that Ms. Kathleen Crook has a beneficial interest and Mr. James Penturn to agree to their respective portions of the Debt Settlement that the Company complete its announced private placement financing for gross proceeds to be at least equal to CAD$6,000,000. Subject to the fulfilment of such conditions, each of the parties that hold the debt that Ms. Kathleen Crook has a beneficial interest in and Mr. James Penturn will agree to execute the necessary Subscription and Set-Off Agreements. In addition, with respect to Playgon's secured promissory note with Pure Live Entertainment Ltd. ("Pure Live"), a company where Mr. James Penturn is the sole officer and director, Pure Live has agreed, in its sole discretion, to consider advancing such funds as may be requested by Playgon not to exceed CAD$14 million (the "Secured Note"). Playgon does not anticipate requesting any further advances after the closing of the Private Placement. All advances made under the Secured Note are secured on all the assets of Playgon, including each of its subsidiaries. In connection with the foregoing Debt Settlement and proposed Private Placement, Pure Live would agree to waive any existing defaults at the time of the waiver and to accrue any interest payments owing in 2026 until March 31, 2027 and to further extend the maturity date of the Secured Loan to June 30 2028.
There can be no assurance that any or all of such transactions will be completed as proposed, or at all. Trading in the securities of the Company should be considered highly speculative. All proposed transactions referenced herein have been unanimously approved by the Board, other than for matters that related to a Board member's interest in such transaction, in which case such Board member declared his interest and abstained from voting on the specific matter.
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 allows online operators the ability to offer their customers innovative iGaming software solutions. Its current software platform includes Live Dealer Casino and E-Table games which, through a seamless integration at the operator level, allows 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 turn-key solutions for online casinos, sportsbook operators, land-based operators, media groups, and big database companies. For further information, please visit the Company's website at www.playgon.com.
For further information, contact:
Darcy Krogh, CEO
Tel: (604) 657-7273
Email: investor@playgon.com
All information contained in this news release with respect to the Company, Pure Live or any related parties was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Forward-Looking Statements
This release contains forward-looking statements, including with respect to the Company's intention or ability to complete the Share Consolidation, the Name Change, the Debt Settlement and the Private Placement, the amounts of Outstanding Debt that may be converted into Common Shares and ultimately settled, the amounts of Outstanding Debt that is expected to be outstanding on June 30, 2026 and any applicable foreign conversion rates as in effect at that time, the timing of closing of any of the transactions referenced herein, the amount of the Private Placement, the number of securities held or that may be held by certain related parties and securityholders of the Company, the matters affected the Secured Promissory Note, including Pure Live's intentions or future intentions, the use of any proceeds resulting from the Private Placement, the number of Common Shares that are intended to be issued and outstanding on closing, the date of the Meeting and any other statements pertaining to the Meeting and mailing of the Circular, the sufficiency of any proceeds to fund working capital requirements, any statements made regarding the Company's current or future business, prospects, objectives and desired outcomes, the receipt of any required approvals and timing of same, including the approval of the TSXV and the approvals of the Shareholders and the Company's debtholders. Forward-looking statements, without limitation, may contain the words believes, expects, anticipates, estimates, intends, plans, or similar expressions. Forward-looking statements are not guaranteeing of future performance. They involve risks, uncertainties and assumptions and actual results could differ materially from those anticipated. Forward looking statements are based on the opinions and estimates of management at the date the 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. Except for historical facts, the statements in this news release, as well as oral statements or other written statements made or to be made by the Company, are forward-looking and involve risks and uncertainties. In the context of any forward-looking information please refer to risk factors detailed in, as well as other information contained in the Company's audited financial statements for the year ended December 31, 2025 and Management Discussion and Analysis for the year ended December 31, 2025 and other filings with Canadian securities regulators (www.sedarplus.ca). Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this press release represents the Company's current expectations. The Company disclaims any intention and assumes no obligation to update or revise any forward-looking information, except if required by applicable securities laws. There are no assurances any of the transactions referenced herein, including the holding of the Meeting and the completion of the Share Consolidation, Name Change, Debt Settlement and Private Placement, will be completed on the terms and conditions referenced herein, or at all.
The TSXV has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) 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/299444
Source: Playgon Games Inc.
