Playground Ventures Inc. (CSE: PLAY) (the "Company" or "Playground") announces that further to its press release of June 17, 2022, due to unforeseen circumstances, Ms. Kaylee Whitcroft is unable to continue her tenure as the Chief Financial Officer of the Company. Mr. Whitcroft will continue as the Company's Operations Accounting Manager. The Company and the board of directors have begun the search to find Ms. Whitcroft's replacement. The board of directors have approved the appointment of Mr. Jon Gill as the Company's Interim Chief Financial Officer.
In addition, the Company announces that it has issued secured promissory grid notes (the "Bridge Notes") to certain lenders (the "Lenders") of the Company for available proceeds to the Company of up to $70,000 (the "Loan"). The Loan has a term until December 31, 2022 (the "Term"), and is secured against all of the assets of the Company. The Corporation may draw on the available proceeds of the Loan from time to time during the Term, and any amounts outstanding under the Bridge Note shall bear interest of 8% per annum, payable with any outstanding principal at the end of the Term.
The Loan contains certain other customary financial and other covenants, and will be used for general working capital purposes. The Bridge Notes are intended to provide immediate capital to the Company while it seeks additional sources of capital, which may include the future issuance of other debt or equity securities, including, without limitation, a formal credit facility, whether with the Lenders or otherwise, to meet the Company's long term capital needs.
One of the Lenders is a director, officer and a shareholder (the "Insider Subscription") of the Company. The Insider Subscription is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements contained in 5.5(b) and 5.7(1)(e) of MI 61-101, as the Company is not listed on a specified market and the Company is in financial hardship. The Company did not file a material change report more than 21 days before issuing the Bridge Notes as the details of the above mentioned Insider Subscription were not settled until shortly prior to closing, and the Company wished to close on an expedited basis.
The Loan was approved by the members of the board of directors of the Company who are independent for the purposes of the Loan, being all directors other than Mr. Gill. No special committee was established in connection with the Bridge Notes, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
For further information, please contact:
Jon Gill, Chairman and Interim Chief Financial Officer
Forward Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is 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 information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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