Bragg Gaming Group Announces Private Placement With Participation from Insiders and Drayton International’s Matt Davey

Bragg Gaming Group Announces Private Placement With Participation from Insiders and Drayton International’s Matt Davey

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Bragg Gaming Group (NASDAQ:BRAG; TSX:BRAG) (“Bragg” or the “Company”), a number one iGaming content material and platform expertise options supplier, at present introduced that it expects to situation, by means of a non-brokered personal placement, as much as 751,445 subscription receipts (the “Subscription Receipts”) at a worth of US$1.73per Subscription Receipt for mixture gross proceeds of as much as roughly US$1,300,000 (the “Offering”). The situation worth of US$1.73 per Subscription Receipt relies on the closing worth of the frequent shares of the Company (the “Shares”) on the Nasdaq Stock Market LLC (the “Nasdaq”) on May 29, 2026.

Upon the satisfaction of the Release Conditions (as outlined herein), every Subscription Receipt will likely be routinely exchanged, with none additional motion or fee of any extra consideration therefor, topic to changes, for one Share and one non-transferable frequent share buy warrant (a “Warrant”). Each Warrant will likely be exercisable into one Share (a “Warrant Share”) for a interval of 36 months (the “Warrant Expiry Date”) from the closing of the Transaction (as outlined herein) at an train worth of US$2.16per Warrant Share, topic to acceleration as described under.

The Subscription Receipts and the mixture gross proceeds are topic to escrow launch circumstances (the “Release Conditions”) together with the completion or satisfaction of all materials circumstances precedent to the Company’s beforehand introduced acquisition of all the issued and excellent securities of Drayton International (the “Transaction”).

In the occasion that the quantity weighted common worth of the Shares on the Toronto Stock Exchange (the “TSX”) (or such different Canadian inventory trade on which the Shares are listed for buying and selling) equals or exceeds a worth that’s 25% above the Warrant Exercise Price for 15 consecutive buying and selling days, then Bragg, in its sole discretion, could speed up the Warrant Expiry Date by issuing a press launch (a “Warrant Acceleration Press Release”) and, in such case, the Warrant Expiry Date will likely be deemed to be 5:00 p.m. (Toronto time) on the 30th day following the issuance of the Warrant Acceleration Press Release. Any Warrant not exercised previous to the expiry of such 30-day discover interval shall be forfeited and cancelled with out compensation.

The internet proceeds from the Offering will primarily be used for normal company and dealing capital functions. The Subscription Receipts, Shares, Warrants and the Shares issuable upon train of the Warrants upon conversion will likely be topic to a statutory maintain interval in Canada of 4 months and sooner or later after the closing of the Offering and also will be “restricted securities” inside the which means of Rule 144(a)(3) beneath the U.S. Securities Act of 1933, as amended (the “1933 Act”), and might not be transferred or resold aside from in compliance with an exemption or exclusion from the registration necessities of the 1933 Act.

Closing of the Offering is predicted to happen on or about June 19, 2026 (the “Closing Date”). The Offering is topic to sure circumstances together with, however not restricted to, the receipt of all needed regulatory and inventory trade approvals, together with the approval of the TSX and the Nasdaq, and such additional restrictions as could apply beneath international securities legal guidelines.

Each subscriber within the Offering shall, as a situation of receiving Shares and Warrants, enter right into a lock-up deed (or equal enterprise) pursuant to which they shall not, straight or not directly, promote, switch, eliminate, or in any other case deal of their Shares, Warrants or Shares issuable upon the train of the Warrants, for as much as 4 months following closing of the Transaction.

Insider Participation

In connection the Offering, (i) Robbie Bressler, Chief Financial Officer of the Company, intends to subscribe for as much as 86,705 Subscription Receipts; (ii) Morten Tonnesen, Chief Operating Officer of the Company, intends to subscribe for as much as 57,803 Subscription Receipts; and (iii) Thomas Winter, a director of the Company, intends to subscribe for as much as 57,803 Subscription Receipts. The insider participation within the Offering constitutes a “related party transaction” inside the which means of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), for which the Company is exempt from the formal valuation and minority shareholder approval necessities of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as neither the honest market worth of the securities to be issued to the insiders beneath the Offering nor the consideration to be paid by the insiders exceeds 25% of the Company’s market capitalization, in every case as decided beneath MI 61-101.

Furthermore, famend gaming entrepreneur Matt Davey, Founder and Chairman of gaming-oriented funding fund, Tekkorp Capital, intends to subscribe for as much as 115,607Subscription Receipts. As beforehand introduced, the Company intends to nominate Mr. Davey as Non-Executive Chairman of its board of administrators upon completion of the Transaction. Upon completion of the Transaction and Offering, Mr. Davey is predicted to carry roughly 10% of the issued and excellent Shares on a non-diluted foundation.

This press launch is for informational functions solely and doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase any securities, nor shall there be any sale of securities in any jurisdiction through which such provide, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. The securities being supplied haven’t been registered beneath the 1933 Act, and such securities might not be supplied or bought inside the United States or to, or for the account or advantage of, U.S. individuals absent registration or an relevant exemption from U.S. registration necessities and relevant U.S. state securities legal guidelines.

About Bragg Gaming Group

Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is a number one iGaming content material and platform expertise options supplier serving on-line on line casino, sports activities betting and lottery operators with its proprietary, unique and aggregated on line casino video games content material, and its cutting-edge participant account administration (“PAM”) and participant engagement expertise. Bragg Studios provide high- performing and passionately crafted on line casino recreation titles utilizing the most recent in data-driven insights from in-house manufacturers together with Wild Streak Gaming, Atomic Slot Lab and Indigo Magic. Its proprietary content material portfolio is complemented by a collection of unique titles from rigorously chosen on line casino video games studio companions beneath the Powered by Bragg program. Games constructed on Bragg’s distant video games server (“RGS”) expertise are distributed by way of the Bragg HUB content material supply platform and can be found completely to Bragg prospects. Bragg’s highly effective, modular PAM expertise powers a number of main iGaming manufacturers and is supported by knowledgeable in-house managed, operational, and advertising and marketing providers. Online on line casino video games and merchandise delivered by way of the Bragg HUB, both completely or from Bragg’s in depth aggregated on line casino video games portfolio, is managed from a single back-office, with a cutting-edge information platform, and Bragg’s award- successful Fuze™ participant engagement toolset. Bragg is licensed, licensed, or in any other case accredited and operational in over 30 regulated iGaming markets globally, together with within the U.S., Canada, LatAm and Europe.

Cautionary Statement Regarding Forward-Looking Information

This information launch comprises “forward-looking statements” or “forward-looking information” inside the which means of relevant Canadian securities legal guidelines (collectively “forward-looking statements”), together with, with out limitation, statements with respect to the phrases and circumstances of the Offering; the usage of proceeds of the Offering; the Closing Date; the receipt of regulatory approvals together with the approval of the TSX and the Nasdaq; the Transaction; the anticipated subscribers within the Offering; the anticipated appointment of Mr. Davey as Non-Executive Chairman of the Company’s board of administrators; and the shareholdings of Mr. Davey. Forward-looking statements are supplied for the aim of presenting details about administration’s present expectations and plans referring to the longer term and permitting readers to get a greater understanding of the Company’s anticipated monetary place, outcomes of operations, and working setting. Often, however not all the time, forward-looking statements will be recognized by means of phrases akin to “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such phrases and phrases or state that sure actions, occasions or outcomes “may”, “could”, “would”, “might” or “will” be taken, happen or be achieved.

All forward-looking statements contained on this information launch mirror the Company’s beliefs and assumptions primarily based on info obtainable on the time the statements have been made. Actual outcomes or occasions could differ from these predicted in these forward-looking statements. All of the Company’s forward-looking statements are certified by the assumptions which can be said or inherent in such forward-looking statements, together with the assumptions listed under. Although the Company believes that these assumptions are cheap, this record just isn’t exhaustive of things which will have an effect on any of the forward-looking statements. The key assumptions which have been made in reference to the forward-looking statements embrace the Company’s monetary sources and liquidity; the regulatory regime governing the enterprise of the Company; the operations of the Company; the services of the Company; the Company’s prospects; the expansion of the Company’s enterprise; assembly minimal itemizing necessities of the inventory exchanges on which the Shares commerce; the combination of expertise; the anticipated measurement and/or income related to the gaming market globally; the idea {that a} definitive acquisition settlement with respect to the Transaction will likely be entered into on phrases in keeping with the binding letter of intent; the idea that each one customary closing circumstances to the Transaction will likely be happy (together with the approval of the itemizing of Shares to be issued on the TSX and the Nasdaq).

Forward-looking statements contain recognized and unknown dangers, future occasions, circumstances, uncertainties and different components which will trigger precise outcomes, efficiency or achievements to be materially totally different from any future outcomes, prediction, projection, forecast, efficiency or achievements expressed or implied by the forward-looking statements. Such components embrace, amongst others, the next: dangers associated to the Company’s enterprise and monetary place; the danger that the Company could not enter right into a definitive acquisition settlement in reference to the Transaction; the danger that the Transaction or the Offering could not shut on the anticipated timelines or in any respect (together with the approval of the itemizing of the Shares to be issued on the TSX and the Nasdaq); dangers associated to the dilution to present shareholders from the issuance of; dangers related to gaming regulatory approvals, licensing necessities and compliance in a number of jurisdictions; dangers associated to the combination of Drayton’s property, expertise and personnel; dangers associated to reliance on third-party platforms, together with BetMakers’ ADW providing, and the danger that such platforms could not carry out as anticipated or might not be obtainable on anticipated phrases; dangers related to normal financial circumstances; dangers associated to the Company’s administration; antagonistic business occasions; future legislative and regulatory developments, together with adjustments to gaming rules within the United States, Canada, Brazil and different jurisdictions; the lack to entry adequate capital from inside and exterior sources; the lack to entry adequate capital on favorable phrases; realization of development estimates; earnings tax and regulatory issues; the flexibility of the Company to implement its enterprise methods; competitors; financial and monetary circumstances, together with volatility in curiosity and trade charges, commodity and fairness costs; adjustments in buyer demand; disruptions to the Company’s expertise community, together with pc techniques and software program; pure occasions akin to extreme climate, fires, floods and earthquakes; and dangers associated to well being pandemics and the outbreak of communicable illnesses. Although the Company has tried to establish essential components that might trigger precise actions, occasions or outcomes to vary materially from these described in forward-looking statements, there could also be different components that trigger actions, occasions or outcomes to not be as anticipated, estimated or supposed. There will be no assurance that forward-looking statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, readers mustn’t place undue reliance on forward-looking statements.

The Company disclaims any intention or obligation to replace or revise any forward-looking statements whether or not because of new info, future occasions, or in any other case, besides in accordance with relevant securities legal guidelines. The forward-looking statements contained on this information launch are expressly certified of their entirety by this cautionary assertion.

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