Playgon Games Inc. — Proxy Solicitation & Information Statement 2025

Feb 10, 2025

PLAYGON

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (the “Shares”) in the capital of Playgon Games Inc. (“Playgon” or the “Corporation”) will be held on March 6, 2025 at 10:00 a.m. (Vancouver time), at 1199 West Hastings Street, Suite 1100, Vancouver, BC, Canada V6E 3T5, for the following purposes:

(a) to receive the audited consolidated financial statements of Playgon for the financial year ended December 31, 2023, together with the report of the auditor thereon;

(b) to elect the directors of Playgon for the ensuing year;

(c) to appoint Davidson and Company LLP as the auditor of Playgon for the ensuing year and to authorize the directors of Playgon to fix the remuneration of such auditor;

(d) to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution providing the required annual approval of the Corporation’s 10% “rolling” stock option plan;

(e) to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution authorizing the directors of the Corporation to consolidate the issued and outstanding common shares in the capital of the Corporation (the “Shares”) on a basis of a range of up to twenty (20) pre-consolidation Shares to one (1) post-consolidation Share, with the ratio to be selected and implemented by the Board (as defined below) in its sole discretion, if at all, any time prior to the next annual meeting of the Shareholders; and

(f) to transact such other business as may properly be brought before the Meeting.

The board of directors of Playgon (the “Board”) has fixed January 30, 2025 as the record date (the “Record Date”) for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Only persons shown on the register of Shareholders at the close of business on that date, or their proxy holders, will be entitled to attend the Meeting and vote on the matters submitted for shareholder approval at the Meeting.

Voting

All Shareholders may attend the Meeting in-person or be represented by proxy. Shareholders who do not plan on attending the Meeting in person are requested to complete, date and sign the enclosed form of proxy or voting instruction form, as applicable, and return it in the envelope provided. A proxy form or voting instruction form will not be valid unless it is delivered to the Corporation’s registrar and transfer agent, Odyssey Trust Company, Proxy Department, by any of the following methods, so that they are received not later than 10:00 a.m. (Vancouver time) on March 4, 2025 (or at least 48 hours, excluding Saturdays, Sundays, and statutory holidays, before the time of the Meeting or any adjournment or postponement thereof):

• Mail to: Proxy Department, Odyssey Trust Company, Suite 702, 67 Yonge St., Toronto, ON M5E 1J8 Canada

Registered Shareholders may also use the internet site at https://vote.odysseytrust.com to transmit their voting instructions. Non-registered shareholders who receive the voting instruction form through their brokers or other intermediaries should complete and return the voting instruction form in accordance with the instructions provided by their brokers or intermediaries. A proxyholder need not be a shareholder of Playgon. If a Shareholder receives more

3 | Page

---

than one proxy form because such Shareholder owns Shares registered in different names or addresses, each proxy form should be completed and returned.

A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his, her or its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

If you are a non-registered objecting beneficial owner of Shares and have received these materials through your broker, custodian, nominee, or another intermediary, please complete and return the voting instruction form provided to you by your broker, custodian, nominee or another intermediary in accordance with the instructions provided therein.

Shareholders are encouraged to review the accompanying management information circular before voting.

If you have any questions about the information contained in this notice or the accompanying management information circular, the matters to be dealt with at the Meeting, the procedures for voting or completing the form of proxy or voting instruction form or require assistance in completing your form of proxy or voting instruction form, please contact the Corporation’s registrar and transfer agent, Odyssey Trust Company, by email at shareholders@odysseytrust.com or via the contact form on the website at https://odysseytrust.com/ca-en/help/.

Dated at Vancouver, British Columbia this 31st day of January 2025.

BY ORDER OF THE BOARD

(signed) “Darcy Krogh”
Chairman, President and Chief Executive Officer

4 | Page